HomeMy WebLinkAboutItem 4.05 CDBG Use of FundsG~~~ OF DU~~~
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~9`~~~~$Z STAFF REPORT . C I T Y C L E R K
`~~L,~ ~ DUBLIN CITY ~OUNCIL F~le #^~ p~~- 3^0
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DATE: June 1, 2010
TO: Honorable Mayor and City Councilmembers
FROM: Joni Pattillo, City Manager
SUBJE . Adoption of a Resolution approving the use of Fiscal Year 2010-2011 Community
Development Block Grant (CDBG) funds.
Report Prepared by Gay/ene Burkett, Administrative Analyst I
EXECUTIVE SUMMARY:
The City Council will consider authorizing an Agreement between the City of Dublin and the
County of Alameda to receive Community Development Block Grant funds for Fiscal Year 2010-
2011 and approving Community Development Block Grant-funded Agreements with Axis
Community Health; Bay Area Community Services; Open Heart Kitchen; Senior Support of the
Tri-Valley; Spectrum Community Services, Inc.; and Tri-Valley Haven for the same fiscal year
and authorizing the City Manager to sign the above Agreements.
FINANCIAL IMPACT:
The total amount of CDBG funds allocated to Dublin for Fiscal Year 2010-11 is $88,100.
RECOMMENDATION:
Staff recommends that the City Council adopt a Resolution authorizing an Agreement between
the City of Dublin and the County of Alameda to receive Community Development Block Grant
Funds for Fiscal Year 2010-2011 and approving Community Development Block Grant-Funded
Agreements with: Axis Community Health; Bay Area Community Services; Open Heart Kitchen;
Senior Support of the Tri Valley; Spectrum Community Services, Inc.; and Tri-Valley Haven for
the same fiscal year and authorizing the City Manager to sign the above Agreements.
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ubmitted By
Community Development Director
Re ie ed By
Assistan City Manager
Page 1 of 4 ITEM NO. ~
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DESCRIPTION:
Community Development Block Grant (CDBG) funds are provided by the U.S. Department of
Housing and Urban Development (HUD). The City of Dublin works with Alameda County's
Urban CDBG Program to allocate funds and with HUD to assure that all CDBG-funded activities
are in compliance with federal regulations. The City of Dublin has participated in the Alameda
County's Urban-County CDBG Program since 1982. The cities of Dublin, Albany, Emeryville,
Newark, and Piedmont, which do not yet have a population of 50,000 residents, make up the
Urban County cities. During Fiscal Year 2009-2010, the City of Dublin has received $81,509 in
CDBG funding.
In November 2009, Staff sent out Requests for Proposals (RFP) to solicit interest from agencies
in providing services within the City. On January 12, 2010, the Community and CDBG Grants
Committee ("Committee"), made up of Vice Mayor Hildenbrand and Councilmember Hart, held
a public meeting and received recommendations provided by Staff and agency presentations on
grant applications for funding. The Committee supported Staff's CDBG funding
recommendations as outlined in the chart below.
The total amount of CDBG funds that will be allocated to Dublin for Fiscal Year 2010-2011 is
$88,100, which is $6,591 higher than the amount allocated last year. At the February 2, 2010
meeting, the City Council directed Staff, should the allotment be higher than expected, to
distribute the funds evenly to the service providers up to their maximum request, with any
remaining funds allocated to the Housing Rehabilitation Program administered by the County.
The following chart shows the amount each agency requested, the amount City Council
approved at their February 2, 2010 meeting based on current year allocations, the additional
amount allocated to Dublin, and the final Fiscal Year 2010-2011 amounts.
Organizations Agency
Request for
2010-2011 City Council
Approval on
Feb. 2, 2010 Additional
Allotment
$6,591 Final 2010-
2011 Funding
Amounts
Current Service Providers
Axis Communit Health $5,000 $4,844 $156 $5,000
Ba Area Communit Services $7,500 $6,557 $943 $7,500
O en Heart Kitchen $10,000 $10,000 $0 $10,000
Senior Su ort $15,000 $11,594 $3,406 $15,000
S ectrum $6,469 $6,469 $0 $6,469
Tri-Valle Haven $15,000 $15,000 $0 $15,000
Sub-Total $58,969 $54,464 $4,505 $58,969
Current Commitments
So'ourner House $5,427 $5,427 $5,427
Housin Rehabilitation $14,406 $15,018 $2,086 $17,104
Administration $6,600 $6,600 $6,600
Sub-Total $26,433 $27,045 $29,131
Grand Total $85,402 $81,509 $6,591 $88,100
Page 2 of 4
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 services, given that the
County's overall request from the other Urban County Cities to fund public services did not
exceed the Department of Housing and Urban Development's (HUD) 15% maximum this year.
Several of the Urban County Cities do not fund public services, but instead utilize most or all of
their CDBG allocation to fund Capital Improvement Projects.
This year, the release of CDBG allocations from HUD was announced very late, thereby
causing delays in the County getting the necessary documents together to expedite contracts
with the Urban County Cities. The County has indicated that this delay should not preclude
Dublin from executing contracts with the subrecipients of CDBG funds. The City of Dublin
entered into a 3-year contract starting in FY 2009-2010 (Attachment 2) with the County in which
it obligates the annual CDBG allocation to the City of Dublin.
In addition, the City enters into an Annual Agreement with the County which is governed by the
conditions of the Grant Agreement that the County enters into with HUD each year. It is not
likely that the County will enter into the Grant Agreement with HUD until late June or early July.
Staff is requesting that the City Council authorize the City Manager to sign the Agreement
between the City of Dublin and the County of Alameda when it is received. It is anticipated that
the Agreement will be similar in nature to the current Annual Agreement with the County
(Attachment 3).
Simultaneously, the City is also required to enter into Agreements with the outside agencies that
the City Council has agreed to fund: Axis Community Health (medical services for the
uninsured); Bay Area Community Services (Valley Creative Living Center); Open Heart Kitchen
(Weekend Box Lunch and Hot Meals Programs); 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). Each of these Agreements
(Attachments 4-9) 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 allocation of the Fiscal Year 2010-2011 funds also includes the $5,427 annual contribution
to the City of Livermore for participation in the acquisition and rehabilitation of the Sojourner
House Hometess Shelter. This would be the ninth year out of the City's ten-year commitment of
contributing CDBG resources toward this fund. Tri-Valley Haven administers the services for
this shelter.
To utilize the CDBG funds for Fiscal Year 2010-2011, 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. All Agreements
must be signed and executed before the City can utilize the Fiscal Year 2010-2011 CDBG
funds allocated to the City of Dublin by the County of Alameda.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
Extensive public outreach was conducted as summarized in the Staff Report. The Request for
Proposal was advertised three times, November 13, 23 and December 7, 2009.
Page 3 of 4
ATTACHMENTS: 1)
2)
3)
4)
5)
6)
7)
8)
9)
Resolution approving the Agreements with the County of
Alameda and the outside agencies.
Copy of 3-year Agreement between the City of Dublin and
the County of Alameda.
Fiscal Year 2009-2010 Agreement between the City of
Dublin and the County of Alameda.
Agreement with Axis Community Health.
Agreement with Bay Area Community Services.
Agreement with Open Heart Kitchen.
Agreement with Senior Support of the Tri-Valley.
Agreement with Spectrum Community Services, Inc.
Agreement with Tri-Valley Haven.
Page 4 of 4
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RESOLUTION NO. XX -10
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AUTHORIZING AN AGREEMENT BETWEEN 'THE CITY OF DUBLIN AND THE COUNTY
OF ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR
FISCAL YEAR 2010-2011 AND APPROVING COMMUNITY DEVELOPMENT BLOCK
GRANT-FUNDED AGREEMENTS WITH AXIS COMMUNITY HEALTH; BAY AREA
COMMUNITY SERVICES; OPEN HEART KITCHEN; SENIOR SUPPORT OF THE TRI-
VALLEY; SPECTRUM COMMUNITY SERVICES, INC.; AND TRI-VALLEY AAVEN 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, 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 $88,100 in
Community Development Block Grant funds for Fiscal Year 2010-2011; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2010-2011,
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 February 1, 2010, the City Council approved funding for the following programs
for utilization of the City's Fiscal Year 2009-2010 CDBG funds: ~is Community Health for free
medical visits for uninsured women; Bay Area Community Services for the Valley Creative Living
Center; Open Heart Kitchen Weekend Box Lunch and Hot Meals Programs; 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
WHEREAS, this year, the CDBG allocations released by the United States Department of
Housing and Urban Development were received in late March, thereby causing delays for the County to
process the necessary documents to expedite contracts with the Urban County Cites, of which Dublin is
one; and
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WHEREAS, the County has indicated that this delay should not preclude Dublin from executing
contracts with Dublin's subrecipients of CDBG funds due to the fact that the City of Dublin has entered
into a 3-year contract starting in Fiscal Year 2009-2010, Attachment 2 to the StafFReport, with the
County in which it obligates the annual CDBG allocation to the City of Dublin.
WHEREAS, Dublin has not yet received the Agreement for Fiscal Year 2010-2011; therefore, a
copy of Fiscal Year 2009-2010 Agreement was attached to the StaffReport as Attachment 3; and
WHEREAS, the City Manager has been authorized to sign the Agreement between the City of
Dublin and Alameda County Department of Housing and Community Development; and
WHEREAS, on June 1, 2010, 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 aze 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) Approve the Agreement between the City of Dublin and the County of Alameda for
allocation of CDBG funds when it is received from the County.
Z} Approves the Agreements with various agencies for use of the City of Dublin's CDBG
funds for Fiscal Year 2010-2011.
3) Authorizes the City Manager to execute the above listed Agreements.
PASSED, APPROVED, AND ADOPTED this 1 st day of June 2010.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
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AGREEMENT
An Agreement by and between the CITY OF DUBLIN, hereinafter called "CITY" and the
COUNTY OF ALAMEDA, hereinafter called "COIJNTY".
WHEREAS, the Congress of the United States has enacted the Housing and Community
Development Act of 1974, and subsequent amendments to such Act, hereinafter called "ACT"; and,
WHEREAS, Title I of ACT consolidates previously separate grant programs for open space,
public facility loans, water and sewer grants, urban renewal, model cities, rehabilitation loans, and
a.ffordable housing; and,
WHEREAS, Title I makes available entitlement grants to:
(1) cities whose 2000 Census population exceeds 50,000 persons; and
{2) counties which qualify as an urban county; and ,~
WHEREAS, the term "urban county" means any county within a metropolita.n area which: ~
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(1) is authorized under state law to undertake essential community development and `~
housing assistance activities in its incarporated azeas which are not units of generat local ~
government; and, ~
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(2) has a combuied population of 200,000 ormore in such unincorporated areas and in its
included units of local govemment:
(A) in which it has authority to undertake essential community development and
housing assistance activities and which do not elect to have their population
excluded; or,
(B) with which it has entered into cooperation agreements to undertake or to
assist in the undertaking of essenrial community development and housing assistance
activities; and,
WHEREAS, five cities in Alameda County have a 2000 Census population of less than
50,000; and,
WHEREAS, these same five cities may join with the County of Alamala to form a combined
2000 Census population of 200,0~ or more persons, thereby qualifying as an urban county, and be
eligible for an entittement of Community Development Block Grant and HOME Investment
Partnership funds; and,
WHEREAS, these same five cities agree that by executing this Agreement that they may not
cooperaam- ngeemenc
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ATTACHMENT 2
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apply for grants under the Small Cities or State CDBG Program from appropriations for fiscal years
during the period in which it is participating in the Urban County's CDBG program; and
WHEREAS, these same five cities agree that by executing this Agreement that they may not
participate in a HOME Consortium except through the Urbarz County, regardless of whether the
Urban County receives a HOME formula allocation; and,
WHEREAS, the Department of Housing and Urban Development, hereinafter called "HUD",
has made a determination that the COUNTY has the essential powers to operate as an urban county.
THEREFORE, it is agreed that:
1. CITY and COIJNTY will cooperate to undertake, or assist in undertaking, community
renewal and lower income housing assistance activities, specifically urban renewal and publicly
assisted housing, hereinafter called "PROGRAM", to be cazried out with annual Community
Development Black Grant and HOME Investment Partnership funds, hereinafter called
"CDBG/HOME FIJNDS", from Federal fiscal years 2009, 2010 and 2011 appropriations and from
any program income generated from the expenditure of such funds. Community renewal and lower
incorne housing assistance activities shall be those designated or referred to within Title I of the ACT
and the regulations issued pursuant thereto.
2. To carry out community renewal and lower income housing activities, COUNTY shall
distribute to CITY a portion of the CDBG funds received under the ACT from Federal fiscal years
2009, 2010 and 2011 appropriations. The funds distributed to C1TY shall be determined in
accordance with such needs, objectives, or strategies, as COUNT~ shall decide. In preparing the
needs, obj ectives or strategies, COiJNTY shall consult with CITY before making its determinations.
The distribution of HOME funds to the Urban County is based on the review and recom~mendations
of proposals received in response to an annual RFP.
3. It is expressly understood that as a recipient of the CDBG/HOME FUNDS from HCJD,
COUNTY and CITY must take all actions necessary to assure compliance with the urban county's
certification required by Section 104(b) of Title I of the Housing and Community Development Act
of 1974, as amended, including Title VI of the Civil Rights Act of 19b4, The Fair Housing Act,
Section 109 of Title I of the Housing and Community Development Act of 1974 and other applicable
laws, and all regulations issued pursuant thereto. Further, urban county funding for activities in or in
support of any city that does not affirmatively further fair housing within its own j urisdiction or that
impedes the county's actions to comply with its fair housing certification is prohibited.
4. Pursuant to 24 CFR 570.501(b), CTTY is subject to the same requirements applicable to sub-
recipients, including the requirement of a written agreement set forth in CFR 570.503.
5. CITY shall inform COtJNTY of any income generated by the expenditure of CDBG funds
received by the CITY. CITY shall pay any such program income to COUNTY or CIT~ may retain
program income subj ect to requirements set forth in this Agteement and with written approval of the
cooperation ag~eement
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COUNTY. Any program income CITY is authorized to retain may only be used for eligible
activities in accordance with a11 CDBG requirements as may then apply. COUNTY has the
responsibility for monitoring and reporting to HUD on the use of any such program income thereby
requiring appropriate record keeping and reporting by CITY as may be needed for this purpose. In
the event of close-out or change in status of CTTY, any program income that is on hand or received
subsequent to the ciose-out or change in status shall be paid to COLINTY.
6. In regard to real property that is in within the control of CTTY due to being acquired or
improved in whole or in part using CDBG funds, CIT'Y must give timely notification to COUNTY
for any modification or change in the use of the real property from that planned at the time of
acquisition or improvement including disposition. CITY must reimburse COUNTY in an amount
equal to the current fair market value (less any portion thereof attributable to expenditures of non-
CDBG funds) of property acquired or improved with CDBG funds that is sold or transferred for a use
which does not qualify under the CDBG regulations. Any program income generated from the
disposition or transfer of properly prior to or subsequent to the close-out, change of status or
termination of the cooperation agreement between COLJNTY and CITY shall be paid to COUNTY.
7. CITY shall provide COIINTY with all information concerning CITY and the activities CTTY
carried out under this agreement which COUNTY requires to prepare 1} documents required to be
submitted to HUD, 2) annual performance report, 3) such other documents as COLJNTY may require
to cany out community renewal and lower income housing activities or meet Federal requirements.
All information shall be submitted on forms prescribed by COLTNTY. In addition, CITY agrees to
make available upon request all records concerning the activities carried out under this Agreement
for inspection by COUNTY or Federal officials during regular business hours.
8. CITY designates City Mana~er or hishier designee as the official to whom atl notices and
communications from COUNTY shall be directed. COIJNTY's duty to norify CITY shall be
complete when the communication is sent to the designated official or deputy. It is the exclusive
duty of the designated official or deputy to notify the correct individuals or deparirnents within
CITY.
9. CITY shall defend, indemnify and hold harmless COiJN'fY, its off'icers, employees and
agents from liability for any fines, penalties, or damage of any type accruing to COiJNTY by virtue
of CITY's failure to comply with any requirement of the ACT and the regulations issued pursuant
thereto, or failure to comply in any respect with the PROGRAM described herein. Further, CITY
shall defend, indemnify and hold hazmless COUNTY, its offcers, employees, and agents against any
and all liability for injury ar damage caused by any act or omission of CITY or any of CIT'Y's
employees or volunteers in the performance of the contract or PROGRAM and CITY shall hold
COLTNTY hazmless from any and all loss occasioned in the performance of, or otherwise arising out
of, this Agreement or PROGRAM.
10. This Agreement shall go into effect immediately upon the signature of bath parties and shall
continue in full force and effect until all activities funded by CDBG/HOME FLTNDS from Federal
fiscal years 2Q09, 201 Q and 2011 apprapriations are completed. CI'TY will be included in the urban
cooyeradon Agreemenc
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county for the entire three years period funded by CDBG/HOME FIJNDS from Federal f scal yeazs
2009, 2010 and 201 l. Appropriations may not be withdrawn from the urban county during this
agreement period.
11. CITY agrees that it has adopted and is enforcing a policy prohibiting the use of excessive
force by law enforcement agencies within its jurisdiction against any individuals engaged in non-
violent civil rights demonstrations and a policy of enforcing applicable State and locals laws against
physically barring entrance to or exit from a facility or location which is the subject of such non-
violent civil rights demonstrations within jurisdictions.
12. CIT'Y agrees that COLTNTY has final responsibility for selecting CDBG and HQME
activities and annually filing the Annual Action Plan with HUD.
CITY OF DUBLIN CO Y OF AL A
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ity Manager esi ent, Board of Supe i
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ATTEST: ~ / ATTEST:
City Clerk ~ fl~~~ Clerk, Board of Supervisors
DATE: ~-~-II ~t ~~ DATE: g
APPROVED AS TO FORM: APPROVED AS O F RM:
Richa~r Win~ i~ey County Counsel
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Ci ttorney By: Brian Washingtan, Asst. County Counsel
By signing above, signatory warrants and represents that helshe executed this Agreement
in his/her authorized capacity and that by hislher signature on this Agreement, he/she or
the entity upon behalf of which he/she acted, executed this Agreement
G:U~ICD\CDBGADMN12008 CDBGUant 2009.2010.2011 coop ageemenis.doc
Cooperabion AgTeement
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AGREEMENT BY AND BETWEEN f~
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
THIS AGREEMENT is made and entered in.to this 1 st day of July, 2009, 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 (HLTD), 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
govemed by the conditions of the Grant Agreement between the County and the United States
Department of Housing and Uzban Development;
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES
HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS:
I. STATEMENT OF WORK
CTI'Y will perform or arrange for the performance of the work under this Agreement in the
manner and time provided herein and in accordance with: the budget; the scope of work and
any specifications and drawings; and all related documents and provisions attached hereto as
Exhibit A and incorporated herein by reference.
II. COMMENCEMENT AND COMPLETION REOUIREMENTS
A. The term of this Agreement begins on the lst day of July, 2009 and ends on the 30th
day of June, 2010, or when a11 contract terms have been compieted.
B. It sha11 be the responsibility of the City to coordinate and schedule the work to be
perfoixned so that commencement and completion will take place in accordance with
the provisions of this Agreement. The County may extend the time for completion
of the Agreement in writing, if it determines that delay in the progress of work is not
attributable to the negligence of the City and that such delay was due to causes
beyond the control of the City.
C• Any time extension granted to the City to enable the City to complete the work shall
not constitute a waiver of rights the County may have under this Agreement.
D. Should the City not complete the work by the scheduled date or by an extended date,
~ . granted by the County in writing, pursuant to previously stated conditions, the
County shall be released from all conditions of this Agreement.
E. Upon completion of performance under this Agreement and a determinarion of final
costs, City shatl submit to the County a certificate of completion for construction
projects and a requisition for finai payment for service projects, unless otherwise
ATTACHMENT 3
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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 sha11 be submitted to County for
review and approval prior to its execution.
B. In the event subcontractor is a private non-profit or neighborhood-based non-profit
organization, or a local development or small business investrnent corporation,
contractor is required to comply with the procurement procedures of Office of
Management and Budget (OMB) Circulaz A-110 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.
N. 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 percent of the
indicated figure, provided that the totai approved amount of aliowable costs is not exceeded.
V. RECOR.DS 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 ihe 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 a11 records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OMB circular A-110.
C. Records must be kept accurate and up-to-date. Failure of City to comply with this
provision could result in termination of this Agreement or City`s repayment of funds
previously awarded under this Agreemerrt.
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VI. PROGRAM MONTTORING 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 Pmgram Objectives.
B. City shall undertake continuous quandtative and qualita.tive evaluation of the Scope
of Services as specified in this Agreement and shall make quarterly written reports to
County.
1. The quarterly written reports shail 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 sha11 have ultimate responsibility for overall project monitoring and
evaluation, to assist City in complying with the scope and contents of this
Agreement, and to provide management information which will assist the County's
policy and decision-making and managers.
D. The City shall follow audit requirements of the Single Audit Act and OMB Circular
A-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 Circulaz A-110.
B. Program income received by City shall be returned to County for future application
to City projects.
C. Program income from Urban County prograzn 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 terminarion of Urban County participation, provided that City has become
an enNtlement grantee and agrees to use the program income in its own CDBG
entitlement program.
VIII. UNIFORM ADMINISTRATIVE REOUIREMENTS
A. City sha1I comply with Uniform Administrative Requireinents as described in
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.
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IX. RELIGIOUS ACTIVITY PROHIBITION
'There sha11 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 expira,tion of this Agreement, City shall transfer to County any CDBG
funds on hand at time of expiration and any accounts receivable attrihutable 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 ten years after
the expiration of this Agreement or disposed of in a manner that results in County
being reimbursed at fair mazket value less value attributable to non-CDBG
expenditures.
XI. OTHER PROGRAM REOUIREMENTS
City certifies that it will carry out each activity in compliance with a11 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 Standazds, 3)
National Fload Insurance Program, ~ Relocation and Acquisition, g) Empioyment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible
Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals,
k) Conflict of Interest, and 1) Displacement.
XII. TERMINATION OF THIS AGREEMENT
County may terminate this Agreement in whole or in part imrnediately 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 tennination by HUD of the grant to the County under which
Agreement is made, or the portion thereof delegated by this Agreement.
~~
/~~ ~~~~
~
Approved as to form:
By:
C' ttomey
Date: Z
Approved as to form: Richazd E. Winnie
County Counsel
~ //
B ~.P~t~~ G/~e~lr~---
y
Andrea Weddle
~ Deputy County Counsel
Date: e~"'e~ ~, l `d ~
* * * * * * * * * * * * *
CITY OF DUBLIN
y: ~~~~,
ity Manager
~ ~ ~
Attest: ~. ~ L` ~ t "" ~~
City Clerk
Date: =~ 7.~Z7 ~' _
COUNTY OF ALAMEDA
~~
, ~
By: ~~,~~~" ~.-'`~
f u 'sors~~
President, Board o S pervi
Date: (o
By signing above, signatory warrants and represents that he she ezecuted this Agreement in his/her
auihorized 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
/~ ~' S~
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
EXHIBIT A
03E Neighborhood Facilities
Installation of outdoor play equipment $5,068
OSA Public Service - Senior Semces
Provide an average of 15-23 hot nutritious meals daily to homes of low-income,
frail homebound elderl residents. $5,407
Case Management services will be provided to seniors living in their own
homes ind endentl . $8,588
OS Public Service
Distribute box lunches to 61 low income children and their families at Arroyo
Vista. $9,614
Provide housing information and referrals to SO low incame seniors $3,5$8
Provide medical services to low income women $3,588
05G Pubtic Service - Battered and Abused Spouses
Domestic violence shelter, homeless services, counseling and educational
resentations. $14,366
450 Public Service - Mental Healt6 Services
Community based day program serving adults with psychiatric disabilities. $4,857
14A Rehabilitation - Single Unit Residential
Minor Home Repair and Owner Rehabilitation Programs. $14,406
14B Rehabilitation - Multi Unit Residential
Section 108 payment of loan for acquisition/rehabilitation. Loan taken out
b Ci of Livermore. $5,427
21A Administration
Provide overall CDBG program administration. $6,600
TOTAL - CITY OF DUBLIN $81,509
Anticipated Pro,grarn Income* $0
* Based on an estrmate of prior years' program income received; only actual program income
received will be available to the City for its Revolving Loun Fund (Housing Reharbilitation
Progranis).
l~ ~7 i~Q
~A~AG ~LAN CO!"p01"~~Oft
ISSI7E DATE (HAyt7D/Y
CERTIFICATE OF COVERAGE M'y ~~ ~
BROKER: ALLIANT RISK SERVICES TIflS C~CiD1G7618155[~DAS A MATLER OF INFORMAiIOI~i OlYLY AMD COIVIERB
'
600 MONTGOMERY ST., 9~' FI.OOR NO RI(~l78 LIPOH THE CAtTQiCA76 NOLDER. THIS CL1C1
IFICATE DOICS N07 M~I11,
cxraamoxat,rErtrmscov~u,-ca~o~osnB~rT~ara.rc~saww.
SAN FRANCISCO, CA 94111-2933
415/403-1400 COMPANIES AFFO RDING C OVERAG~
PROVIDER: ABAG PLAN CORPORATION co~nrnr
P. O. BOX 2050 A ABAG P LAN Corn oration
OAKI.AND, CA 94G04-21150 ~'~''Y
Si 464-T969 B Ins. Co. Of The State of Penn~vtvania
covered Party: G~ j~~, ^ ~nr~ Lezin~to n Insuran ce comnanv
r~s a ro c~r~ru,-TCOV~t~~ns ~a~u~wwatvese~ astmnzo~n~x~weove t+~t~tmm rgxnu~cn~n. HvrwnaTrn-mnzo.-~nr ~[r~px,;
TERId OR OO~iDT170~i OFANY ~dtiiRACf 0~ d171PY DO(.UIQ+llf WIIH RSPBCPTO WI~(~11'~ (~t77P1('A7E l1AY ~ BSIJEDOR l1AY PPRGH'1.'IHE CWERAOEAFFO~tDPD
BYTf~ADL1ClL4DPJC&IDPD~IESUB1HCfTOA1].7HE ES[].IISqN3AND(7(llDffWN.SOF3UQ1A~llS.
r~ac~r rouc~r LIABILTfY LIM IT
co ZypE OF COVERAGE ppLlCy ~~ ~ ~~ox `"' ~;
~ ~cx
LTR DATE DATE r , OCCURRENCE AGGREGATE
A
GENERAL LIABILITY GAL Z009-10 '7/0112009 7/O1R010
Combi~ed SS,000,000
X a~vE~ s"~g1` ,t
Limit -s~:.
X xto~ucl'i
co~t
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rs (CSL) „ ~~ ,'
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X PROP' sFRTY DAM/~aB
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A AU'r01-tosTt,Er.inBU.TrY GAL20II9-10 7ND1l2009 7/Ol/2010 ~~,~ $5,000,000
N ,~ f
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X ANY AilTO Single ~ ~~ ~'.~'`,, ~
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Limit
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X RENTAL / LEASE AUTO d~
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X T~N- OWNED At3'POS ~~r~'~/' ~4~
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GARAGE I1AHIIITY ~ ,x' ~ +s
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B Excess Creneral dt Auto Liability 7251835 7/bl/2809 7/O1R010 CSL S10,OQ0,000 E&O
C Public OfficiaPs E.40 6502256 7/@1/2~9 7/~Ol/2010 C3L 510,000,000 S20,000,000
C rxor~~ nvsuxnNCE RKMio399oti43 ~/011Z009 7/e1lZ~1~ CSL si,~er,~w;~eo ,~--z;' ~, '° ,;
X PROPERII' / AId. RI$1C PA~t7'Y (p~ ~g~ :~
r , r
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X BOIIER dc MA(~III~FERY ~~ 8c ~SSA OOO 990
e
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DESiCRIPTION: Gene~sl liability includes Peisonal Injury and Public O~cisls' Emors and Omissions Liability. This Certificate is issued as proof
the above-oamod Coverod Party is an active member md in good smnding with covcrage as indicatod above.
(;1:K"1'il~'1(:A"1'L~' HULUER CA11jC~+ j,j,ATjQN
s~ovtn nxv or ~ ~sova n~ ~rrs ss cwNCau~ avat~ nn
Alameda Coun Housin 8ud Cammuni Devel ~srioKnenr~mor.r~r~vrm~vm~wua.nmrr-vaeroam-u.
13' S 1Y QP~~ ~P~- s.navvvn~rrshxarx.~s~ro~c~cru~c~rs~~7or~~.vr.
Attn: Kelly M. Thiematm, HCD MSn~ger ~'~. r,uw~ io ~un, sucx xanca e~. n~osa eaos,csnox oa
LIABII,1'fY OTANY IQNID OP'L~7 THL COMPANY. /78 AGLNTS OA RLPNESLNiATIVES.
224 W. Wimon Ave., Rm 108
Hayward, CA 94544
MARCUS BEVERLY, RWc Ma~ager & Secrstary
Administered by the t~Association of Bay Area Govemm~et~ts
ASSOCIATION OF BAY AREA GOVERNMENTS
'~`ABAG PIAN Corporation
P.O. Boz 205(1
Oakland, Californis 94604-2050
(510) 464-7"969
ADDITIONAL COVERED PARTY ENDORSEMENT
THIS ENDORSEMENT CHANGES T~iE CONTRACT
Plrease ne~d it carehi/!/~~
Endoraemdit Effecdve: July 1, 2009 to July I, 2410
En6ty: City of Dublin
Additionai Covered Party: Alameda County Housing and tommunity Development Dept.
Description of Opera~ions or Faciliiies: Comm~mity Development Block Cnsnt Fimds
~~~ i~
The definition of Cwered Party is amended to inch~de atry pearsa~ or organization the Futity is condrachially obligated to include
as an additional i~rad, and fo~ which a C~s~tificate of Coveisge has been issued and is on file with ABAG PLAN Corp., with
~~ ~~4' ~l~'Y. Penoeal Injary and Prn~rerty Damage arising out of the En6ty's operadons or pmemises owned by
or re~ted to the Eatity. The cwerage pmvided to tl~e additional CoverEd Patiy does not apply m airy liability occurrin,g after
those operations or use of p~miaes ha+-e cxased. Cavecage ~plies o~ly to ~e vicatious liability of the additional Cave~ed Party
for operations or seavices desqibed in the contrad with the Eartity. No coverage applies to liabiliiy erising from the ~le
riegligence of the additional Covee+ed Pe~iy.
The inclusion of more thsn o~ Covered Pariy w~der tlris policy shall not operate to impair the rights of ane Cwered Party
against a~ther Coverod Party and the caverages afforded by thia poliay shall aPPIY ~~~ ~~ Policies hsd been issued
to each Cavered Party. The i~lUSion of more than o~e Cove~ned Party shall ~t, however, operate to increase the limit of ABAG
PLAN Corp.'a liability. A Ceatificate Holder shall not, by reason of their i~lusion under this policy, incur }iebility for peymem
of premiwn for this policy.
If re9tured by co~act, anY ~uance carried bY an additionel Coveted Yasty which s~ay be applicable shall be deGmed excess
and the Entity's ooverage primacy notwith~anding any confliding provisions ia the Entity,'s policy to the contraiy. The limit of
coverage for the additionai Covered Paity is tbe minimum amouat required by contract or SS milli~, whichever is less.
In the eve,nt of canoellation of the Faitity's caverage, wie agnee to mail thirty (30) days (ten (10] days for ~on-payme~ of
premium) advance ~tice of such c~nceliation to each Additiona! Cov~eied Perty pes certificates o~ fik with ABAG PZ.AN
Corporation.
ALl other terms and coa~ditions in ffie policy remani unchaagod.
Author~zed Si~nature:
Marcua Beverly, R~k Munagcr & $ecretury
~'wdAQi ~.ANCorporaHorr
Date: 1VI~v 27. ZpQ9
~~~ ~3g
~~8~T6
COUNTY OF ALAMEDA MINlMUM INSURANCE REQUIREMENTS
Without limiting any oiher obGgabon or ~abilihr under ihis Agre~nt, the Contrador, at its sole oost and e~ense, shall secure and keep in force
during the en6re term of the A~eerr~ent or bnger, as may be speafied bebw, ihe fotlowing insurance cove~age, limits and endorsements:
A Commercial Ger~eral Liability $1,000,000 per occurrence (CSL)
Premises Li~iliiy; Products and Completed Operations; Contraciual Liability; Bodily Injury and Property Damage
Personal Injury and Adv~ertisina Liahilitv
B Commercial or Buainess Automobile Liability
All owned vehides, hired or lea~ed vehides, non-0wnned, borrowed and
permissive uses. Personal Autornobile Liability is acceptable for individual
contractors with no tran ' or h~li relabed adivibes
C Workers' Compensahon (WC} and Ernplcyers Liabitity (EL)
R uired fior aA c;ontrac~ors wit~
D Professional LiabilitylErtors 8 Omissions
Indudes endorsements of contr~ual liability
E Erido~sernents and Cond' ' ns-
S1,OOO,OOQ per occurrence (CSL)
My Auto
Bodily Injury ~d Property Damage
wc: Stah,tory L~nits
EL: $1Q0,000 Der acadent for
$1,000,000 per oa;uRence
~ or disease
9. ADDtTIONAL INSURED: All inaurance required abo~,e witl~ the excepqo~ ~ pro~~on~ V~~ p~~ ~mobile Lisbilit~r,
Workers' Compe~sation ~d Employers Liability, shall be endorsed to name aa additional insurad: County of Alameda, its Board of
SuPerv~ors, the individual members thereof, and a!I Cou~rty ofFcers, agerrta~ employees and representatives.
10. DURATIDN OF COVERAGE: All required insurance sh~l be maintained during the entire term of ~e Agreement with the following
e~P~~ ~~suranae Poliaes and coverage(s) written on a d~ms-made basis shall (~e maint~ned during the entire term of the Agreement
~d untit 3 years folbwing t~minahon and aoceptance of ~ worlc provided under the Agreement, wifh the retroaciive date of said insurance
(as may be applicable) concx~rrent w~h ihe ~un~n~~t of adivities pursuant to this Agreement
11. REDUCTION OR UMIT OF OBLIGqT10N: qp ins~rance po~p~ ~~ pe ~ iny~~ ~~y insurance available to the Indemnified
Parties and Additional Insur+ed(s). Purs~u~t ~o the provisions of this A~rcement, insu~ar~ e~ ~ p~~ py ~e Contractor shall not
reduce or limit Contracto~s contractu~ obligation to indemnify and defend the Indemnified Pa~lies,
12. INSURER FINANCL41. RATING: Insurance shaN be maintained through an insurer with a minimum AM. Best Ra6ng of A- or better, with
~~~ ~n~ ~P~ t~ ~e County. Acoept~c~ of Contractor's insurance by County sha11 not relieve or decxease the iiability of
Contractor hereunder. My deductible or self-insured retentia~ amount or other similar obigaUon under the pokcaes sh~l be the sole
responsibilii~r of the Contractior. My deductibte or s~f-insured rebention anbunt or other similar obliga6on under tl~e
responsibifity of the Contracto~. P~s shall be the sole
13. SUBCONTRACTORS: Contractor shaU indude all subcontractors as an insured (coyered party~ under its poliaes or shall fumish separate
cer6fic.~ates and endorserrients for each subca-tractor. AII coverages for subcontractors shall be subject to a!I of the requirements stated
herein.
14. .~INT VENTURES: If Contrac6or is an assoc~ation, partnership or other jdnt twsiness venture, required insur~ce shall be provided by any
one of the foUowing methods.
- Separate insur~e poC~cies issued for eac;h individu~ entity, with each entity induded as a°Na~ried Insured covered
minimum n~ned as ~~A(MIb0118I ItISUf2(I' (Nl f~ a(Ilef'S ~. ~ P~Y), or at
- Joint insurance progr~n with the association, partnership a oth~ ~~nt business veniure induded as a"Named Insured.
15. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to pro+ride thirty (30) days advance written notice to the
Ca~nty of canoellation.
16. CERTIFICATE OF INSURANCE; gefore oarimenp~g operations ~~ ~~ qy~~~~ ~~ ~~ ~~ ~~s) of Insurance
and applicable insurance endorsements, in form and satisfadory to Couni~. ev~np~g that all required insur~e coverage is in effect. The
County reserves the rights ta requiree the Ca~Uadar to provide comPlete, ce~fied oopies of ~I requi-ed 'msurarx:e poliaes. The require
certificate(s) and endorsements must be sent to:
' Deparhnertt/A~ency issuing the contract
- With a c~opy to Risk Manaqem~t Unit f 125 -12~
Certificate G2
2001-1(Rev. 03/15106)
3ro
Page 1 of 1
CA
Form
/~ ~ ~3~
~
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 July 1, 2010.
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, 2010, 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 Ju_1_y 1, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2011 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 2010-2011
City of Dublin and Axis Community Health Page 1 of 15
AT1'ACHM~N'1' 4
~~~- ~~~
~
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section Z. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Five Thousand Dollars ($5,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified 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 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between 2010-2011
City of Dublin and Axis Community Health Page 2 of 15
/~ ~.~
~
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
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 Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated Mav 16, 2010.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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 2010-2011
City of Dublin and Axis Community Health Page 3 of 15
~~1~'r~
/~ ~
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2.6 Pavment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
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 2010-2011
City of Dublin and Axis Community Health Page 4 of 15
~~ ~ ~~~
~
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endarsement 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 coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptabilitv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible 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,
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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, ar subcontractors, as well as far the payment of any
penalties and interest on such coritributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
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.
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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 Assignment and Subcontractin~. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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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 eity 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-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Insuection 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 Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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
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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 Jeri Ram,
the Community Development Director ar 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, Chief Executive Officer
4361 Railroad Avenue
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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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
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Axis Community Health
Sue Compton, Chief Executive Officer
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EXHIBIT A
SCOPE OF SERVICES
Axis Community Health is seeking funds in support of the construction of a
women's Health Clinic at Axis's Railroad Avenue site which will convert a
1,400 square foot office space into a four-examination room obstetrical
suite.
Increase the available of inedical services for low-income families and
pregnant women.
Serve 184 new low income Dublin residents and 1,200 continuing Dublin
residents.
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EX~IT B #p~ ~ "~}~ ~;~ `
BUDGET
Program Bud~et Form
Construction/Rehabilitation $ ~-
Permits and Fees $
Design $
Engineering $
Acquisition $
Other Soft Costs (define) $
Subtotal $
Salaries $
Benefits $
Subtotal $
Supplies $
Printing/Copying $
Postage $
Telephone $
Rent and Utilities $
Accounting/Audit $
Other Qanitorial/lab/contract
services/insurance/training/tra ~
vei/fees and
licenses/equipment/equipment
maintenance/leases/conferenc
es/storage/uniforms/courier $
Other (32 Medlca/ Visits at
$155/visit) $ 5,000
Subtotal S 5 000
BUDGET PREPARED BY
_ NAME and TITLE: Carol Beddome. Development DirectorjJoe Flaherty, CFO
CONTACT PHONE: 925-201-6068
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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
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- American Indian or Alaska Native and Black or
African American
- Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Progam 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.
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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, fl
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, Uniform Administrative Requirements far 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.
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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 July 1, 2010.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") far 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, 2010, 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, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2011, 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-
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Seven Thousand Five Hundred Dollars ($7,500) notwithstanding any contrary indications that
may be contained in Consultant's proposal, for services to be performed and reimbursable costs
incurred under this Agreement. In the event of a conflict between this Agreement and
Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. All compensation is
dependent on receipt of CDBG funds from the County of Alameda. The payments specified
below shall be the only payments from City to Consultant for services rendered pursuant to this
Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except
as specifically authorized by City, Consultant shall not bill City for duplicate services performed
by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud~et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, BudEet.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
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 Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final 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 16, 2010.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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.
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2.6 Pavment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
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.
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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 repuirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional repuirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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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 covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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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 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,
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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 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.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
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 Opportunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal 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.
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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 payrnent 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 l.l. 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 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising priar 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.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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
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in the Political Reform Act, codified at California Govemment 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 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.
1010 Notices. Any written notice to Consultant shall be sent to:
Bay Area Community Services
Jamie Almanza, 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
IDublin, CA 94568
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10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A. the budget attached hereto and incorporated
herein as Ezhibit 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 Bay Area Community Services
Joni Pattillo
City Manager
Jamie Almanza
Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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EXHIBIT A
SCOPE OF SERVICES
Valley Creative Living Center is a community based day program serving
adults with psychiatric disabilities. The program is open Tuesday,
Wednesday, and Thursday providing social, educational and prevocational
activities. The program provides needed structure and support to assist these
individuals in their recovery and reintegrate into the community through
paid or volunteer jobs and school.
Benchmarks:
1. Serve a minimum of 9 very low and low income Dublin residents with
psychiatric disabilities
2. Provide ongoing day rehabilitation services three days per week, year round
3. Provide the opportunity for prevocational and employment services to 9
Dublin residents.
Consulting Services Agreement between 2010-2011
City of Dublin and Bay Area Community Services
~~B
BUDGET
Salaries
Benefits
Subtotai
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities & Rprs
Accounting/Audit
Other: Contract Services
Equipment
Transportation
Conferences
Insurance
Miscellaneous
MHS Overhead
Agency Indirect Costs
Program Budget Form
$ 7,500
$ 0
5 7,500
,
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Subtotal o
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BUDGET PREPARED BY
NAME and TITLE: Barbara MacAuliffe
CONTACT PHONE: 510 318-6130
CONTACT EMAIL: b.macauliffeCbayareacs.org -~
5~~ ~3g
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 2010-2011
City of Dublin and Bay Area Community Services
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- American Indian or Alaska Native and Black or
African American
- Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REOUIREMENTS
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.
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City of Dublin and Bay Area Community Services
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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, fl
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, 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 2010-2011
City of Dublin and Bay Area Community Services
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
OPEN HEART HITCHEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Open Heart Kitchen ("Consultant") as of July 1, 2010.
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, 2010, 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, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2011, 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-
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ATTACHMENT 6
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the 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 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the wark, 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 Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19, 2010.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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.
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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.
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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 covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endarsement shall be attached
limiting the coverage.
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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' priar 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
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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 coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subj ect
to all of the requirements stated herein.
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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 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,
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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.
61 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.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal 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.
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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 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted 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.
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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-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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
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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 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
Linda McKeever, Executive Director
1141 Catalina Drive #137
Livermore, CA 94550
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Ezhibit A, the budget attached hereto and incorporated
herein as Ezhibit B, and the Community Development Block Grant Additional
Terms and Conditions as E~ibit 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
Joni Pattillo, City Manager
Open Heart Kitchen
Linda McKeever, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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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.
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)
Consuiting Services Agreement between 2010-2011
City of Dublin and Open Heart Kitchen
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BUDGET
Program Budget Form
CDBG Grant
__.. _
CAPIT~L.'~(PENSES . ,
Construction/Rehabilitation $
Permits and Fees $
Design $
Engineering ~
Acquisition $
Other Soft Costs (de~ne) $
Subtotal $
_....._... , ,__....
PERSONNEL IXPEMSES
_
__
Salaries ~ S 1,638
Benefits S ~
Subtotal S 1,638
--~ - - --- _. . . . ._ _
OP.EftAT1NG EXPENSrES - :, - .
Supplies $ 8,362
Prir~ting/Copying $
Postage S
Telephone $
Rent and Utilities $
Accounting/Audit $
Other (define) $
Subtotal $ 8,362
TOTAL . - ; S : _ 7 0.000 ; .
BUDGET PREPARED BY
NAME and TRLE: Linda McKeever
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CONTACT PHONE: (925) 580-1616
CONTACT EMAIL• Imckeever@openheartkitchen.org
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EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
l. 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
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- American Indian or Alaska Native and Black or
African American
- Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. LTNIFORM 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.
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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 Employrnent Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, fl
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, 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 2010-2011
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SENIOR SUPPORT PROGRAM OF THE THE TRI-VALLEY
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 July 1, 2010.
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, 2010, 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, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2011, 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 Contract Year 2010-2011
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ATTACHMENT 7
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section l.l above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Fifteen Thousand Dollars ($15,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation; the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to 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 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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City of Dublin and Senior Support Services Page 2 of 15
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
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, 2009.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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 Ageement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
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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. Befare 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.
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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 wark 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 repuirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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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 coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible 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,
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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 endarsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Indenendent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal 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.
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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 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted 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.
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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-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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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 Severabilitv. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi~ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a"conflict of interest," as that term is defined
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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 Jeri Ram,
Community Development Director or her designee ("Contract Administratar").
All correspondence shall be directed to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Senior Support Program of the Tri Valley
Marlene Petersen, Executive Director
5353 Sunol Blvd.
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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10.11 Integration. 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
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Senior Support Program of the Tri Valley
Marlene Petersen, Executive Director
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EXHIBIT A
SCOPE OF SERVICES
Case management is a process that assesses, plans, implements, coordinates, monitors and
evaluates the options and services required to meet the senior's health and human service needs
promoting quality and cost effective interventions and outcomes.
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
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BUDGET
Construction/Rehabilitation
Permits and Fees
Design
Engineering
Acquisition
Other Soft Costs (define)
SubtOtal
Salaries
Benefits
Subtotal
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit
Other (define)
Subtotal
Program Budget Form
$
$
$
$
$
$
$
$ 11,965
$ 2,279
$ 14,244
$
$
$
$
$
$ 756
$
S
BUDGET PREPARED BY
NAME and TITLE: Mariene Petersen, Executive Director
CONTACT PHONE: 925-931-5378
CONTACT EMAIL: m.petersen@ssptv.org
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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 ar Alaska Native
- Asian
- Black or African American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and
White
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- 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-110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects. ~
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
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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 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, fl Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
C. Paragaph (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.
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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 ~ Contract Year 2010-2011
City of Dublin and Senior Support Program of the Tri Vailey
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SPECTRUM COMMUNITY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Spectrum Community Services ("Consultant") as of July 1, 2010.
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, 2010, 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, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2011, 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-
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Six Thousand Four Hundred and Sixtv-Nine Dollars ($6,469) notwithstanding any contrary
indications that may be contained in Consultant's proposal, far 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 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, 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 Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19, 2010.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EOUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services 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 REOUIREMENTS. Before beginning any wark 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' Comuensation. 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.
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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 repuirements. 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 coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endarsement shall be attached
limiting the coverage.
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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 pratection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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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 coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subj ect
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible 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,
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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 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.
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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 Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Comuliance 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 Opportunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal 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.
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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 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted 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.
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8.6 Options unon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other recards 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.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection; audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 . Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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 Contract Year 2010-2011
City of Dublin and Spectrum Community Services Page 13 of 15
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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 Ageement. 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:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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City of Dublin and Spectrum Community Services Page 14 of 15
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10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Spectrum Community Services
Michael Sweeney, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between Contract Year 2010-2011
City of Dublin and Spectrum Community Services Page 15 of 15
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EXHIBIT A
SCOPE OF SERVICES
Grant funds will support the Home-Delivery Driver's salary and benefits and mileage while
delivering each meal to homebound Dublin seniors.
1. Ensure 32 low-income Dublin seniors are registered and receive meals.
2. Deliver a minimum of 4,460 meals to frail homebound seniors in Dublin. An
average of 18 meals delivered per day.
Consulting Services Agreement between Contract Year 2010-2011
City of Dublin and Spectrum Community Services
~~B
BUDGET
Program Budget Form
Construction/Rehabilitation $
Permits and Fees $
Design $
Engineering S
Acquisition $
Other Soft Costs (define) $ ~
Subtotal $
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Salaries $ 2,232
Benefits $ 827
Subtotai $ 3,059
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Supplies $
Printing/Copying $
Postage $
Telephone $
Rent and Utilities $
Accounting/Audit $
Other (define) $ 3,410 (mileage)
Subtotal $ 3,410
~~~~~ ~~~~
BUDGET PREPARED BY
NAME and TITLE: Leila Cimarra, Controller
CONTACT PHONE: (510) 881-0300 x 218
CONTACT EMAIL: Icimarra@spectrumcs.or~
„ ,.• ., . .
~~~~~~ ~ ~'~~.~:,
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 - theprojected 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 Contract Year 2010-2011
City of Dublin and Spectrum Community Services
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- 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 1NCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A-110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATNE REQUIREMENTS
Consulting Services Agreement between Contract Year 2010-2011
City of Dublin and Spectrum Community Services
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Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTNITY 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 far 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, fl Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
Consulting Services Agreement between Contract Year 2010-2011
City of Dublin and Spectrum Community Services
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l~ ~~ ~.~ " *,C'
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 Contract Year 2010-2011
City of Dublin and Spectrum Community Services
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRI-VALLEY HAVEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Tri-Valley Haven ("Consultant") as of July 1, 2010.
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, 2010, 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, 2010 and
shall end on June 30, 2011. Consultant shall complete the work described in
Exhibit A, Scone of Services prior to June 30, 2011, 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 2010-2011
City of Dublin and Tri-Valley Haven Page 1 of 15
ATTACHMENT 9
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Fifteen Thousand Dollars ($15,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to 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 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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City of Dublin and Tri-Valley Haven Page 2 of 15
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
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, 2009.
2.5 Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to 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.
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City of Dublin and Tri-Valley Haven Page 3 of 15
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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 ar 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.
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City of Dublin and Tri-Valley Haven Page 4 of 15
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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 covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
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City of Dublin and Tri-Valley Haven Page 5 of 15
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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 ar an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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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 covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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City of Dublin and Tri-Valley Haven Page 7 of 15
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible 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,
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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
ar 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 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.
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City of Dublin and Tri-Valley Haven Page 9 of 15
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6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
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 Opportunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal 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.
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City of Dublin and Tri-Valley Haven Page 10 of 15
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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 Assignment and Subcontractin~. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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City of Dublin and Tri-Valley Haven Page 11 of 15
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8.6 Options uuon 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-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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City of Dublin and Tri-Vailey Haven Page 12 of 15
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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
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City of Dublin and Tri-Valley Haven Page 13 of 15
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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 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
Ann King, Executive 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
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City of Dublin and Tri-Valley Haven Page 14 of 15
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10.11 Integration. 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
Joni Pattillo, City Manager
Tri-Valley Haven
Ann King, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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City of Dublin and Tri-Valley Haven Page 15 of 15
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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 2010-2011
City of Dublin and Tri-Valley Haven
E7~IT B
BUDGET
Program Budget Form
Construction/Rehabilitation $
Permits and Fees $
Deslgn $
Englneering $
Acquisition $
Other Soft Costs (define) $
Subtotal g
``PERSONNfL EXPENSES-.. ~.
Salaries $ 11,960
Benefits $ 2,786
SubtOtal $ 14,746
Supplies
Printing/Copying
$ 254
$
Postage ~ $
Telephone $
Rent and Utilities $
Accounting/Audit $
Other (de~ne) $
Subtotal $
'TOTAL . .. ' S~ - ls,o0o
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BUDGET PREPARED BY
NAME and TITLE: Linda Johnson. Director of Finance and Compliance
CONTACT PHONE: 925 667-2723
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CONTACT EMAIL: lindai@trivallevhaven.or~
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EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitared 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
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City of Dublin and Tri-Valley Haven
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- Black or African American and White
- American Indian or Alaska Native and
Black or African American
- Other (individuals who are not included
above)
- Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will assist the City's policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act
and OMB Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A-110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
Consulting Services Agreement between 2010-2011
City of Dublin and Tri-Valley Haven
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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, fl Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-110, 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 2010-2011
City of Dublin and Tri-Valley Haven
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for Grants and Cooperative Agreements with State and Local
Governments
Consulting Services Agreement between 2010-2011
City of Dublin and Tri-Valley Haven