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HomeMy WebLinkAboutItem 4.10 CDBG AgmtsG~~y OP Up~`f~ ~ fll °S \11 1~~,~~z ~ ~ ~~LIFO~~,~/ ~ STAFFREPORT CITY CLERK DUBLIN CITY COUNCIL File # ^~[(~~-[~~ ~ O ~ --~ DATE: June 21, 2011 TO: Honorable Mayor and City Councilmembers FR Joni Pattillo, City Manager SUBJECT: Approval of Agreement for the use of Fiscal Year 2011-2012 Community Development Block Grant (CDBG) funds Report Prepared by Gaylene Burkett, Administrative Analyst 1 EXECUTIVE SUMMARY: The City Council will consider approving an Agreement between the City of Dublin and the County of Alameda to receive Community Development Block Grant funds for Fiscal Year 2011- 2012 and approving Community Development Block Grant-funded Agreements with: Axis Community Health; Bay Area Community Services; Community Resources for Independent Living (CRIL); Open Heart Kitchen; Senior Support of the Tri-Valley; Spectrum Community Services, Inc.; and the Tri-Valley YMCA. FINANCIAL IMPACT: The total amount of CDBG funds allocated to Dublin for Fiscal Year 2011-12 is $74,284. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution approving an Agreement between the City of Dublin and the County of Alameda to receive Community Development Block Grant Funds for Fiscal Year 2011-2012 and approving Community Development Block Grant-Funded Agreements with Axis Community Health; Bay Area Community Services; Community Resources for Independent Living (CRIL); Open Heart Kitchen; Senior Support of the Tri-Valley; Spectrum Community Services, Inc.; and the Tri-Valley YMCA. _ „ ~ ~,z~- Su mitted By Revi wed y Community Development Director Assistant City Manager Page 1 of 4 ITEM NO. ~' •~~ 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 and with HUD to assure that all CDBG-funded activities are in compliance with federal regulations. The City of Dubfin has participated in the Alameda County Urban County CDBG/HOME Funds Program since 1982. The cities of Dublin, Albany, Emeryville, Newark, and Piedmont, which do not yet have a population of 50,OQ0 residents, make up the Urban County Cities. During this current Fiscal Year (FY 2010-2011), the City of Dublin received $88,100 in CDBG funding. The total amount of CDBG funds that will be allocated to Dublin for Fiscal Year 2011-2012 is $74,284, which is $13,816 less than the amount allocated this year (FY 2010-2011). As part of Dublin's process, in November 2010, Staff sent out a Request for Proposals (RFP) to solicit interest from agencies in providing services within the City. On January 12 & 13, 2011, the Community Support Grant and Community Development Block Grant Committee, made up of Councilmembers Hildenbrand and Swalwell, held two public meetings and received agency presentations and recommendations for funding provided by Staff. The Committee deliberated and made CDBG funding recommendations to the City Council at their February 1, 2011 meeting. A copy of the minutes from that meeting are included as Attachment 1. At that meeting, the City Council accepted the Committee's recommendation and directed Staff, should there be a decrease in Fiscal Year 2011-2012 CDBG allocations, that the percentage of the decrease be distributed evenly across all of the programs that do not have mandatory set contributions. The following chart illustrates the amount each agency requested, the amount City Council approved at the February 1, 2011 meeting based on current year allocations, the reduced amount allocated to Dublin, and the final amounts awarded (rounded) to each agency based on direction Staff received from the City Council. Organizations Agency Request for 2011-2012 City Council Approval on Feb. 1, 2011 Reduced Allotment $13,816 Final 2011- 20/2 Funding Amounts Current Service Providers Axis Communit Health $10,000 $10,000 $1,840 $8,160 Ba Area Communit Services $10,Q00 $10,000 $1,840 $8,160 CRIL $16,000 $ 6,300 $1,170 $5,130 O en Heart Kitchen $10,000 $10,000 $1,840 $8,160 Senior Su ort $15,000 $ 7,800 $1,450 $6,350 S ectrum $6,165 $6,165 $1,155 $5, 010 Tri-Valle YMCA $28,000 $10,135 $1,864 $8,271 Sub-Total $95,165 $60,400 $11,159 $49,241 Current Commitments So~ourner House $5,427 $5,427 -0- $5,427 Housin Rehabilitation $15,673 $15,673 2,657 $13,016 Administration $6,600 $6,600 -0- $6,600 Sub-Total $27,700 $27,700 -0- $25;043 Page 2 of 4 Agency City Council Reduced Final 2011- Organizations Request for Approval on Allotment 2012 Funding 2011-2012 Feb. 1, 2011 $13,816 Amounts Grand Total $122,865 $88,100 $13,816 $74,284 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 final release of CDBG allocations from HUD was announced very late which caused delays in the County getting the necessary documents together to expedite Agreements with the Urban County Cities. The County has indicated that this delay should not preclude Dublin from executing Agreements with the sub recipients of the City's CDBG funds. Staff recommends moving forward with the Agreements with the various agencies at this time because the City of Dublin entered into a three year Agreement with the County of Alameda ~ starting in Fiscal Year 2009-2010 through Fiscal Year 2011-2012 (Attachment 2) in which it obligates the annual CDBG allocation to the City of Dublin. Each year the City Council adopts a Resolution approving an Agreement between the City of Dublin and the County of Alameda (Attachment 3) which is governed by the conditions of the Grant Agreement that the County enters into with HUD each year. It is estimated that the County will enter into the Grant Agreement with HUD after Board of Supervisor approval in July, 2011. 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 4). 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 (Enrollment Specialist); Bay Area Community Services (Wellness Center); Community Resource for Independent Living (Housing Services); Open Heart Kitchen (Weekend Box Lunch and Hot Meals Programs); Senior Support of the Tri-Vatley (Case Management Services); Spectrum Community Services, Inc. (Meals on Wheels); and Tri-Valley YMCA (curb cuts and sidewalk ramps). These Agreements include the Scope of Services (Exhibit A to the Agency Agreement) and the Operating Budget (Exhibit B to the Agency Agreement), outlining services to be provided and the conditions under which the CDBG funds may be expended. No funds will be paid to any agency prior to the City of Dublin and County of Alameda signing their Agreement. The allocation of Fiscal Year 2011-2012 funds also includes the $5,427 annual contribution to the City of Livermore for participation in the acquisition and rehabilitation of the Sojourner House Homeless Shelter. This is the tenth 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. It is anticipated that the City of Livermore will request one additional payment of $5,427 next year due to an error in their original calculations. Page 3 of 4 To utilize the CDBG funds for Fiscal Year 2011-2012, the City of Dublin must: 1) Enter into an Agreement with the County of Alameda for ailocation 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 Fiscal Year 2011-2012 CDBG funds allocated to the City of Dublin by the County of Alameda. NI~TICING REQUIREMENTS/PUBLIC OUTREACFi: Extensive public outreach was conducted in November and December 2010 during the Request for Proposal process. Two public meetings were held in January 2011. The recommendations were discussed at a City Council meeting on February 1, 2011. ATTACHMENTS: 1) Excerpt firom City Council minutes from the February 1, 2011 meeting. ~ 2) Copy of the current 3-year Cooperative Agreement between the City of Dublin and the County of Alameda. 3} Resolution approving an agreement between the City of Dub{in and the County of Alameda to receive Community Development Block Grand funds for Fiscal Year 2011-2012 and approving Community Development Block Grant-funded agreements with Axis Community Health; Bay Area Community Services; Community Resources for Independent Living; Open heart Kitchen; Senior Support of the Tri-Valley; Spectrum Community Services, Inc.; and Tri-Valley YMGA with the agreements attached as: Exhibit A- Agreement with Axis Community Health; Exhibit B- Agreement with Bay Area Community Services; Exhibit C- Agreement with CRIL; Exhibit D- Agreement with Open Heart Kitchen; Exhibit E- Agreement with Senior Support of the Tri-Valley; Exhibit F- Agreement with Spectrum Community Services, Inc.; and Exhibit G- Agreement with Tri-Valley YMCA. 4) Fiscal Year 2010-2011 Agreement between the City of Dublin and the County of Alameda K:ICDBG12099-201212011-12 AgreementslFINAL CC SR Agreements 6-21-11.doc Page 4 of 4 ~~ ~~3 ~ Mayor Sbranti clos~~d the public hearing. The Cit Council co \ nted on the opportunity of the D Y and thorough process. It was,innovative. Cou and Plan. It was a good blue print motion of Cm. Hildenbrand;~seconded by Cm. Swalwell and y unanimous vote, the City cil adopted RESOLUTION NO. 8 -11 CERTIFYING A FINA\ NVIRONMENTAL IMPACT RE ORT, ADO TING ENVIRONMENTAL FIN.DINGS, A S~ATEMENT OF O~ERRIDING CONSIDE~TIONS AND MITIGATION MtJNITORING AND REPORTIN~ PROGRAM UN ER CEQA FOR THE DOWN~ WN DUBLIN SPECIFIC PLAN PA 07-0~6 ~ \ RESOLUTION NO. 9~ 11 ~ ADOPTING THE DOWNTOW~N DUBLIN SPECIFIC PLAN, AMENDING THE GENERAL PLAN TO ENSURE CONSISTEN6Y WITH THE DOWNTOWN DU~BLIN SPECIFIC PLAN, A`~VD PEALING THE WEST DUBI~IN BART SPECIFIC PLAN, VIL~AGE PARKWAY SPECI IC PL , DOWNTOWN CORE SPE~CIFIC PLAN, DUBLIN DOWNTC~WN SPECIFIC PLAN, A D SAN RAMON~ROAD SPECIFIC PLAN ,PA 07\0~36 and intro ced an Ordinance Approvir~ Zoning Ordinance Amendmer~ts to Create a New Chapter: 8.3 (Downtown Dublin Zoning ~strict), Rezone All Properties wr hin the Downtown Dublin Specifi Plan Project Area to the Do ntown Dublin Zoning District, A end the Zoning Map to Identify t e Location of the New Zoning istrict, Amend Zoning Ordinanc Chapter 8.12 (Zoning Districts a d Permitted Uses), and Amen Chapter 8.104 (Site Developme Review). Fii UNFINISHED BUSlN.ESS Community and CDBG Grants Committee Recommendations for the Use of Community Development Block Grant (CDBG) Funds for Fiscal Year 2011-2012 ~ 8:d6:43 PM 7.1 (480-30) Administrative Analyst Gaylene Burkett presented the Staff Report and advised that on January 12 and 13, 2011, the Community and CDBG Grants Committee (Committee), made up of Councilmembers Hildenbrand and Swalwell, held two public meetings, reviewed information DUBLIN CITY COUNCIL MINUTES 8 VOLUME 30 ~~,~,~o~v~,~~2 ~ REGULAR MEETING rrr~~~n~ II / rb ~ FEBRUARY 1, 2011 '~ ~ -~ ~~ ~ ~ ~ ~~~~.1~7a1-11 ~~,~~~ ATTACHMENT 1 ~b ~ /s~3 ~ provided by Staff and received agency presentations on CDBG applications for funding. After considerable deliberations on the second evening, the Committee concluded that in light of the unresolved state budget crisis, funding prioritization for food, shelter and medical services would best meet the current needs of the Dublin community. This year, in accordance with the Cammittee's priorities, certain agencies would receive full funding. ln addition, the Committee recommended funding two CDBG eligible programs with $14,000 in Community Support Grant Funding, which would be discussed at the City Council Budget Study Session on March 7, 2011. Vm. Hart asked why the City was considering using CDBG funds for the Concrete Curb Cuts and Sidewalk Ramps, Ms. Burkett stated it was an eligible use of CDBG funding. It was a Capital Improvement Project. City Manager Pattillo stated the City had trouble in the past getting structural projects and ~this was one of the areas that was most applicable to CDBG funding. Vm. Hart asked if this would be taking funds away from other uses. Ms. Burkett stated there was a balance between the number of Capital Improvement Projects and Service Based organizations that the City could fund. The percentage was 15%. By funding a Capital Improvement Project, it would help the City to not exceed that amount. The County would look at all applications for CDBG from the urban County Cities to see if they exceeded that 15%. The City did not know that yet. Funding a Capital Project would help the City not exceed that percentage. Cm. Hildenbrand stated she and Cm. Swalwell, when considering funding, focused on housing, food and basic needs for the community. The Capital Project funding made sense since YMCA was moving here and providing these types of services. Mayor Sbranti asked how long the City would be eligible for these funds. City Manager Pattillo stated when the City signed on with the County for a three year agreement, which would end in 2012, the City did not know where it would be with population projections. There was a subcommittee formed by the City Council as an exploratory component. With the census data now, the City might still look at a cost benefit analysis to see if the County should still oversee the City's program. The funds associated with CDBG have been on the decline. That would be a decision point that would come back to the City Council. There would afso be a community component. DUBLIN CITY COUNCIL MINUTES 9 VOLUME 30 ~,~~oFOL,~~~y REGULAR MEETING n, ~ ~~~ FEBRUARY 1, 2011 t9 ~ ,~~' \~ ~~~~~ /1l 1c /~3 ~~ ,~ Mayor Sbranti stated when he was in Washington D.C., there was talk of ending out the CDBG program altogether. The City needed to monitor this and the results of the Needs Assessment. The City might want to consider the Human Services Task Force. On motion of Vm. Swalwell, seconded by Cm. Hiidenbrand and by unanimous vote, the City, Council approved the Committee's recommendation to fund the following agencies; directed Staff to submit applications to the Alameda County Department of Housing and Community Development (HCD) for $88,100 in CDBG funding for Fiscal Year 2011-2012; Axis Community Health - Medical Enrollment Assistance, $10,OQ0; Bay Area Community Services - Valley Creative Living Center, $10,000; CRIL - Housing Services, $6,300; Open Heart Kitchen - Lunch .and Hot Meals Program, $10,000; Senior Support Program - Case Management, $7,800; Spectrum Community Services - Meals on Wheels, $6,165; YMCA - Curb Cuts and Sidewalk Ramps, $10,135; Housing Rehabilitation (administered by the County}, $15,673; Annual Contribution toward Sojourner House, $5;427; Program Administration, $6,600; TOTAL: $88,100; and should there be an increase in funds, Staff recommended equally funding Senior Support services and CRIL services up to their maximum amounts requested because the other service organizations had already been allocated the amount requested in their application. Any remaining increase could go towards the YMCA curb and sidewalk project. Should there be a decrease; Staff recommended the decrease be evenly distributed between the programs that do not have mandatory set amounts. _~ >: "~ _._. _ _ __. I N~E: e 8:29:17 PM '~.1 (600-30) Economic Development irector Linda Maurer presented the aff Report and advised that the City Council was being a ed to approve a multi-year grant ag ement in the total amount of $400,000 for the YMCA o the East Bay to assist in defrayin costs associated with the operation and administration programs and activities at their new ublin location. Kelly Dulka, Executive Director o the YMCA, stated this space was ignificantly larger than where they were now. This new spa e would allow for more programs. The City Council welcomed the YMCA to ublin. On motion of Cm. Hildenbrand, seconded y Cm. Biddle and by unanimous vote, the City Council adopted RESOLUTION~NO. 10 - 11 DUBLIN CITY COUNCIL MINUTES 10 VOLUME 30 ~~,oe ~v~~~ REGULAR MEETING ~;~~~;~2 FEBRUARY 1, 2011 `~ ~ ~~ ~~<<ec,~r~`' id /53 ~ 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 affordable housing; and, WHEREAS, Title I makes available entitlement grants to: (1) cities whose 2000 Census population exceeds 50,000 persons; and /'1 l ~ t {2) counties which yualify as an urban county; and ~ WHEREAS, the term "urban county" means any county within a metropolitan area which: ~ O (1) is authorized under state law to undertake essential community development and °~ i housing assistance activities in its incorporated azeas which are not units of general local ' ~ government; and, ~ (2) has a combined population of 200,000 or more in such unincorporated areas and in its included units of local government: (A} in which it has authority to unciertake 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 essential 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 Alameda to form a combined 2000 Census population of 200,000 or more persons, thereby qualifying as an urban county, and be eligible for an entitlement of Community Development Block Grant and HOME Tnvestment Partnerslup funds; and, WHEREAS, these same five cities agree that by executing this Agreement that they may not Cooperation Agreement Page 1 ATTACHMENT 2 ~~~1s3 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 Agreernent that they may not participate in a HOME Consortium except through the Urban County, regardless of whether the Urban County receives a HOME formula allocation; and, WHEREA$, the Depariment of Housing and Urban Development, hereinafter called "HUD", has made a determination that the COLJNTY has the essential powers to operate as an urban county. THEREFORE, it is agreed that: l. CITY and COUNTY 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 "PRC)GR.AM", to be carried out with annual Community Development Block Grant and HOME Investment Partnership funds, hereinafter called "CDBGlHOME FLTNDS", from Federal fiscal years 2009, 2010 and 2011_appropriations and from any program income generated ftom the expenditure of such funds. Community renewal and lower income 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, COiJNTY shall distribute to CITIr a portion of the CDBGr funds, received under the ACT from Federal fiscal years 2009, 2010 and 2011 appropriations. The funds distributed to CITY shall be determined in accordance with such needs, objectives, or strategies, as COUNTY shall decide. In preparing the needs, obj ectives or strategies, COtJNTY shall consult with CITY before making its determinations. The distribution of HOME fvnds to the Urban County is based on the review and recorr~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 HUD, COLTNTY and CITY must take all actions necessary to assure compliance with the urban county's certification required hy 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 1964, 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 vf any city that does not affirmatively further fair housing within its own jurisdiction or that impedes the county's actions to comply with its fair housing certification is prohibited. 4. Pursuant to 24 CFR 570.501(b), CITY is subject to the same requirements applieable to sub- zecipients, including the requirement of a written agreement set forth in CFR 570.503. 5. CITY shall inform COUNTY of any income generated by the expenditure of CDBG funds received by the CITY. CITY shall pay any such program income to COCTNTY or CITY may retain program income subj ect to requirements set forth in this Agreement and with written approval of the Cooperation Agreement Page 2 1 ~ is3 ~ 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 far 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 clase-out or change in status of CITY, any program income that is on hand or received subsequent to the close-out or change in status shall be paid to COUNTY. 6. In regard to real property that is in within the control of CITY due to being acquired or improved in whole or in part using CDBG funds, CITY 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 ar transferred for a use which does not qualify under the CDBG regulations. Any program income generated from the disposition or transfer of property prior to or subsequent to the close-aut, change of status or termination of the cooperation agreement between CO[TNTY and CITY shall be paid to COUNTY. 7. CITY shall provide COIJNTY with all information concerning CITY and the activities CITY 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 carry out community renewal and lower income housing activities or meet Federal requirements. All information sha11 be submitted on forms prescribed by COtJNTY. In addition, CITY agrees to make available upon request all records concerning the activities carried out under this Agreement for inspection by COLTNTY or Federal officials during regular business hours. • 8. CITY designates City Manager or hislher designee as the official to whom all notices and communications from COUNTY shall be directed. COUNTY's duty to notify 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 conect individuals or departments within CITY. 9. CITY shall defend, indemnify and hold harmless COiJN'TY, its officers, employees and agents from liability for any fines, penalties, or damage of any type accruing to COL7NTY 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 aescribed herein. Further, CITY shall defend, indemnify and hold harmless COLJNTY, its officers, employees, and agents against any and all liability for injury or damage caused by any act or omission of CITY or any of GITY's employees or volunteers in the performance of the contract or PROGRAM and CITY sha11 hold COUNTY harmless from any and all loss occasioned in the perforrnance of, or otherwise arising out of, this Agreement ar PROGR.AM. 10. This Agreement shall go into effect immediately upon the signature of both parties and shall continue in full force and effect until all activities funded by CDB~BOME FUNDS from Federal fiscal years 2009, 2410 and 2011 appropriations aze completed. CITY will be included in the urban Cooperation Agreement Page 3 ~ ~s.~ ~' ~ county for the entire three years period funded by CDBG/HOME FIJNDS from Federal fiscal years 2009, 2010 and 20I l. Appropriations may not be withdrawn from the urban county during this agreement periad. 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 as~y individuals engaged in non- violent civil rights demonstrations and a policy of enforcing applicable State and Iocals laws against physically barring entrance to or exit from a facility ar location which is the subject of such non- violent civil rights demonstrations within }urisdictions. 12. CITY agrees that COLINTY has final responsibility for selecting CDBG and HOME activities and annually filing the Annual Action Plan with HUD. CITY OF DUBLIl~T GO TY OF AL A ~- ity Manager P esi ent, Board of Supe i s ATTEST: ~ ~ ATTEST: • City Clerk ~~~~ }~ Clerk, Board of Supervisors DATE: ~-~'~! ~ ~d~ DATE: ~S ~- APPROVED AS TO FORM: APPROVED AS O F RM: Richar~ . Win ie_ County Counsel ~~ Cit ttorney By: Brian Washington, Asst. County Counsel By signing above, signatory warrants and represents that helshe executed this Agreerr~ent in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement G:\HCD\CDBGADMN~2008 CDBG\lvnt 2009.2010.2011 coop agreement~.doc Cooperation Agreement Page 4 ~ h ~~; ~ ly3 RES4LUTION NO. XX -11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************************ APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAIUIEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR FISCAL YEAR 2011-2012 AND APPROVBNG COMMUNITY DEVELOPMENT BLOCK GRANT-FUNDED AGREEMENTS WITH AX1S COMMUNITY HEALTH; BAY AREA COMMUNITY SERVICES; COMMUNITY RESOURCES FOR INDEPENDENT LIVING; OPEN ~iEART KITCHEN; SENIOR SUPPORT OF THE TRI-VALLEY; SPECTRUM COMMUNITY SERVICES, INC.; AND TRI-VALLEY YMCA 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 $74,284 in Community Development Block Grant funds for Fiscal Year 2011-2012; and WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2011- 2012, 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, 2Q11, the City Council approved funding for the following programs for utilization of. the City's Fiscal Year 2011-2Q12 CDBG funds: Axis Community Health for an Enrollment Specialist; Bay Area Community Services for the Valley Creative Living Center; Community Resources for Independent Living for Housing Services; Open Heart Kitchen for 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 YMCA for curb cuts and sidewalk ramps; Ala'meda 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 (Exhibits A- G to this Resolution) for each of the Programs involving agencies other than the County of Alameda or City-administered programs ("the Agreements"); and UVHEREAS, this year, the CDBG allocations released by the United States Department of Housing and Urban Development were received in late May, thereby causing delays for the Page 1 of 2 ATTACHMENT 3 ~ f5~ ~ County to process the necessary documents to expedite contracts with the Urban County Cites, of which Dublin is one; and WHEREAS, the County has indicated that this delay shoufd 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 three year contract starting in Fiscal Year 2009-2010, Attachm~nt 2 to the Staff Report, 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 2011-2012; therefore, a copy of Fiscal Year 2010-2011 Agreement was attached to the Staff Report as Attachment 4; and WHEREAS, the City Manager has been authorized to sign the Agreement between the City of Dublin and Alameda County Department of Hausing and Community Development when it is received from the County; and WHEREAS, on June 21, 2011, the City Council received a Staff Report recommending that the City now execute Agreements with the above listed agencies for utilization of Dublin's allocated CDBG funds. The Agreements are included as Exhibits to the Staff Report (Exhibits A-G) and are hereby incorporated by reference. NOW, THEREF062E, 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 the allocation of CDBG funds for Fiscal Year 2011-2012 when it is received from the County. 2) Approve the Agreements (Exhibits A- G to the Resolution) with various agencies for use of the City of Dublin's CDBG allocation of funds for Fiscal Year 2011-2012. 3) Authorize the City Manager to execute the above listed Agreements. PASSED, APPROVED, AIVD ADOPTED this 21 st day of June 2011. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Page 2 of 2 K:ICDBG12099-201212019-92 AgreementslFlNAL CC Resolution 6-21-9? .doc ~ ~s3 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, 2011. RECITALS l. 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 Hoiising 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, 2011, 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2012 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 2U11-101Z City of Dublin and Axis Community Health Page 1 of 15 EXHIBIT A TO ATTACHMENT 3 '~ l ~ 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 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 Eight Thousand One Hundred and Sixty Dollars ($8,160) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation; the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Bud~et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 2 of 15 S 153 ~ 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 Consnltant. 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 Julv 12, 201 1 `Tt~iS date r~~ill bc u~~d.-ted t~ncc thc ~~recment is sivncd bet~veen the Cih- ancl Cou nt~~. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. ~ In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 3 of 15 ~ ( / ~ ~ entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance . satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the terni of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between 2011-2012 City of Dublin antl Axis Community Health Page 4 of 15 1~~ ~ 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirerrients, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the terin 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 Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 5 of 15 g 153 °~ (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: ' a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cov.er on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by ~ the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. ~~ Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 6 of 15 ~' is3 ~ 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 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 behal£ The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 7 of 15 !a ~~3 ~ for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in 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. Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 8 of 15 1~~~53 Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harn~less clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or nof such insurance policies shall have been determined to apply. By execution of this Agreement, Consultarit 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 contraetor 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 s Employees Retirement System (PERS) as an employee of City and entitlement to Consulting Services Agreement between 2011-2012 City of Dublin antl Axis Community Heafth Page 9 of 15 ~a rs~ ~ any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 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 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 shali, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 10 of 15 ~~ is~ Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 11 of 15 l ~~~ 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other fornn, 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 Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 12 of 15 ~~ 153 disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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 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 Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between ' 2011-2012 City of Dublin and Axis Community Health Page 13 of 15 l~ 1S~ ~ 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee; agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code ~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 Governxnent 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: 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 Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 14 of 15 I~ l~~ City of Dublin 100 Civic Plaza Dublin, CA 94568 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 Axis Community Health ~- ~: a~h~- Sue Compton, C rief Executive Officer Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health Page 15 of 15 ~ i~~ EXHIBIT A SCOPE OF SERVICES Axis Community Health is seeking funds to support a.23 FTE Enrollment Specialist to assist in enrolling 250 Dublin residents in health care plans. Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health i ~~~ EXHIBIT B TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH FISCAL YEAR 2011-2012 Budget for Dubfin City Grant Construction/Rehabilitation $ Permits and Fees $ Design S Engineering $ Acquisition $ Other Soft Costs (define) $ Subtotal 5 Salaries $ 6,937 Benefits $ 1,223 Subtotal S s,sso Supplies $ Printing/Copying $ Postage S Telephone $ Rent and Utilities $ Accounting/Audit $ Other (define) $ Subtotal S BUDGET PREPARED BY NAME and TITLE: Sue Compton, CEO CONTACT PHONE: (925~ 201-6005 CONTACT EMAIL: scompton@axishealth.org ~ ~53. ~ 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. 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 2011-2012 City of Dublin and Axis Community Health ~~~~5~ - 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 iricome from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2011-2012 City of Dublin and Axis Community Health ~ 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, ~ Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uriiform 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 2011-2012 City of Dublin and Axis Community Health ~ ~ 1~ 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, 2011. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated Julv 1, 2011, 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2012, 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 2011-2012 City of Dublin and Bay Area Community Services , Page 1 of 15 EXHIBIT B TO ATTACHMENT 3 a ~53 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 Eight Thousand One Hundred and Sixtv Dollars ($8,160) 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 compensatiori, 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 andlor 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 2011-2012 City of Dublin and Bay Area Community Services Page 2 of 15 ~~ i~~ 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., 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 tinie 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 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 July 1, 2011. This date w~ill be undated once the A~reernent is si~ned beh;~een the Citv and C'aun . 2.5 Total Pavment. City shall pay for the seryices 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. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 3 of 15 ~~, ~5~ In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 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 L1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between. 2011-2012 City of Dublin and Bay Area Community Services Page 4 of 15 ~~ ~J~ ~b 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if fhe 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 Compreherisive General Liability. Automobile coverage shall be at least Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 5 of 15 ~ ~~,~~ ~~j as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9(".any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional re uirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per ~ claim. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 6 of 15 ~ 153 ~ 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. . 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided far 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 wark 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. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 7 of 15 ~~g ~S3 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. 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 Decluctibles 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. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 8 of 15 ~~ ~~ ~ Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. 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 personriel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to. eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 9 of 15 ~~ 15.~ ~ any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with 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 Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 10 of 15 ~~~I 5~ Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant ~or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 11 of 15 ~ ~53 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-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 Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 12 of 15 ~~~ `~ 5~ disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00); the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory _ relief, to enforce. or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the 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 Severabilit_y. 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 Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between 2011-2012 City of Dublin antl Bay Area Community Services Page 13 of 15 ~~ ~~3 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 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 5tate of.California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Bay Area Community Services Jamie Almanza, Executive Director 3900 Valley Avenue #B Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 14 of 15 1~3 ~ City of Dubliri 100 Civic Plaza Dublin, CA 94568 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 Bay Area Community Services J ie Almanza Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services Page 15 of 15 ~ ~S ..~ 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: l. Serve a minimum of 10 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 10 Dublin residents. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services U ~~" EXHIBIT B TO TI3E CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH FISCAL YEAR 2011-2012 ~udget for lDublin City Grant Construction/Rehabilitation $ Permits and Fees $ Design S Engineering S Acquisition S Other Saft Costs (define) $ Subtotal S Salaries $ 8,160 Benefits S Subtotal $ s,16o Supplies $ Printing/Copying $ Postage ' S Telephone $ Rent and Utilities $ Accounting/Audit $ Other (define) S Subtotal S BUDGET PREPARED BY NAME and TITLE: John Kaso, CFO CONTACT PHONE: 510-318-6135 CONTACT EMAIL: jkaso@bayareacs.org 153 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 acldition, 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 riumber 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 2011-2012 City of Dublin and Bay Area Community Services ~l i53 - 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 reyuirements 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 ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Sectiori 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2011-2012 City of Dublin and Bay Area Community Services ~a ~s3 ~ 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, ~ 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 2011-2012 City of Dublin and Bay Area Community Services ~ 1~3 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRIL) THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Community Resources for Independent Living ("Consultant") as of July 1, 2011. 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, 2011, 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2012, 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 2011-2012 City of Dublin and CRIL Page 1 of 15 EXHIBIT C TO ATTACHMENT 3 IS~ 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 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand One Hundred and Thirtv Dollars ($5,130) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reiinbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding .the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Bud~et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. . Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 2 of 15 l S3 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 Monthlv 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 irivoice 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 July 1, 2011. This date may change when the Agreement is signed by the City and County. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 3 of 15 `~~ ~s3 entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of TaYes. Consultant is solely responsible for the payment of employment taxes incuned under this Agreement and any similar federal or state taxes. 2.7 Pavment unon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. • City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 4 of 15 , ~i 53 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of Che 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. ~t.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 occunence, 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 5 of 15 `~g 153 ~ (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. 'The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional 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 $15.0,000 per claim. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 6 of 15 ~ l53 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ' 4.4 All Policies Requirements. ~ 4.4.1 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 7 of 15 ~5~ for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 8 of 15 51~ ~S3 Section 5. INDEMNIFICATION AND CONSiJLTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. . This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its erriployees, 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 erititlement to Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 9 of 15 ~~~b 153 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 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 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 Ouportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 10 of 15 ~'3 ~s3 ~ Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 11 of 15 5 ~ 1 ~~ 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND 5TATUS 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 Consulting Services Agreement between Contract Year 2011-20~ z City of Dublin and CRIL Page 12 of 15 ~ ~ ~~~ disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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 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 Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 13 of 15 ~~ ~s3 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sectioris 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: Community Resources for Independent Living (CRIL) Sheri Burns, Executive Director 439 A Street Hayward, CA 94541 Any written notice to City shall be sent to: Community Development Director Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 14 of 15 ~s3 ~~ ~ City of Dublin 100 Civic Plaza Dublin, CA 94568 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 Community Resources for Independent Living . ;~~ ~, ___-- Sher'. s, Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL Page 15 of 15 ~ ~~3 EXHIBIT A SCOPE OF SERVICES Provide 5 Dublin residents with disabilities improved access to services and increased independence through independent living service referrals and training, peer support, local outreaches, participation in Tri-Valley fairs and festivals, workshops and classes, direct mailings, and collaboration with other Tri-Valley agencies. Indirect Independent Living assistance and Information and Referrals will be provided to 20 more residents. 2. Provide 5 Dublin residents with improved access to Housing through housing counseling and referral, application assistance, budgeting and credit counseling, landlord mediation and/or SOS and housing transition fund application assistance. Indirect Housing assistance and infortnation and referrals will be provided to 10 more residents. 3. Provide 15 businesses, community based organizations and government agencies with disability and access information and referral and technical assistance. Total overall number of Dublin residents to be served by this program - 55 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL ~53 ~ EXHIBIT B TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CRIL FISCAL YEAR 2011-2012 Budget for Dubiin City Grant Construction/Rehabilitation $ Permits and Fees $ Design S Acquisition $ Other Soft Costs (define) $ S u btota I $ Salaries $ 3,662 Benefits $ 948 S u btota I Supqlies Printing/Copying Postage Telephone Rent and Utilities Accounting/Audit/Outside Services Other- Insurance Other -Dues, Books and Publications, Subtotal $ 4,610 $ 50 $ 29 $ 28 $ 124 $ 14 $ 194 $ 63 $ 18 5 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and CRIL 153 EXHIBIT C COMMUNITY DEVELOPMEI~IT 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 activitiesloperations. 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 encauntered 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 2011-2012 City of Dublin and CRIL ~ ~~ ~ ~s3 - American Indian or Alaska Native and White - Asian and White - Black or African American and White - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval ar consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the , Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Consulting Services Agreement between Contract Year 2011-2012 City af Dublin and CR{L l53 Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 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, ~ 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 2011-2012 City of Dublin and CRIL ~3 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 2011-2012 City of Dublin and CRIL ~I53 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, 2011. RECITALS 1. The County of Alameda 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 Communiiy Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated Julv 1, 2011, whereby certai.n 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 E~chibit 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 fortli in tliis 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 Ezhibit 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Ezhibit A, Scope of Services prior to June 30, 2012, unless the term of the Agreement is otherwise terminated or eactended, 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 tlus Agreement in the manner and according to the standards observed by a competent pra.ctitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consulta.nt shall prepare all work products -required by this Agreement in a substantial, first- Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 1 of 15 EXHIBIT D TO ATTACHMENT 3 (~~ 153 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 13 Assignment of Personnel, Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Ciry, in its sole discretion, at any time during the term of this Agreement, desires the reassignment af any such persons, Consultant sha11, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time ta 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 Ei~ht Thousand One Hundred and Sigtv Dollars ($8,160) 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 E~iibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. Ciiy shall pay Consultant for services rendered pursuant to this Agreemen# at the time and in the manner set forth herem. All campensation 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, Consulta.nt 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 pmviding 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 annuiries to which Consultant and its employees, agents; and subcontractors may be eligible. City therefore has no responsibility far such contributions beyond compensation required under this Agreement. 2.1 Bud~et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between 2011-2012 City of Dubiin and Open Heart Kitchen Page 2 of 15 KY~~~~ 2.2 Invoices. Consultant sha11 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 u.nder the Agreement, the percentage of completion and what line item is being spent against per Ezhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets sha11 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 Corisultant arid each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total ntunber of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which sha.ll include an estimate of the time necessary to complete the work described in Ezhibit A, Scoue of Services. ^ The Consultant's signature. 2.3 Monthiv Payment. City shall make monthly paynnents, based on invoices received, for services satisfactorily performed, and for authozized reimbursable costs incurred.. City shall have 45 days from the receipt of an invoice that complies with a11 of the requirements above to pay Consultant. . 2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement witlun 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 July 1, 2011 This date may changed when the con4racts are signed by the City and County.. 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 incuned 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 sha.ll Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the Consulting Services Agreement befinreen ~ 2011-2012 City of Dublin and Open Heart Kitchen Page 3 of 15 ~1 ~s 3 entire Agfeemerit, unless the Agreement is mod~ed prior to the submissiori of such an invoice by a properly executed change order or amendment. 2.6 Pavment of Tazes. Consultant is solely responsible for the payment of employment taxes incurred under tlus Agreement and any similar federal or state taxes. 2.7 Pavment uuon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8; the City sha11 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 APTD EQUIPleZENT. 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 sha11 make available to Consultant only the facilities and equipment listed in this section, and only undez the tenms and conditions set forth herein. City sha11 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 infoi~iation in possession of tlie City. Tlie location, quantiry, and time of furnishing those facilities shall be in the sole discretion of City. In no event sha11 City be obligated to fumish 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" in~rance 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 requued by this section throughout the term of this Agreement. The cost of such insurance sha11 be included in the Consultant's bid. Consultant sha11 not allow any subcontractar to commence work on any subcontract until Consultant has obtained all insurance requued herein for the subcontractor(s) and provided evidence thereof to City. Verification of the requized insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between 2011-2012 City of Dubfin and Open Heart Kitchen Page 4 of 15 ~ IS.~ ~ 4.1 Workers' Compensation. Consultant shall, at its sole cost ~ and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability rnsurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provicled with limits of not less than ONE IvIII.I,ION 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 ~ully with the provisions of the California Labor Code. Determination of whettier a self-insurance program meets tlie standa~ds of filie Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consuitant, if a program of self-insurance is provided, sha11 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 sha11 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 da.ys of notification from Consultant's insurer if such covera.ge is suspended, voided or reduced in coverage or in limits. 4.2 CommercialGeneral.and_Automobile_Liabilitvlnsuraace. 4.2.1 General requirements. Consultant, at its own cost and expense, shall mainta.in commercial general and automobile liability insurance for the term o~ this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit cvverage for risks assaciated with the work contemplated by this Agreement. If a Cominercial 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 iticlude but sha11 not be limited to, protection against claim5 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 1Vlinimum scope of coverage. Commercial general coverage sha.ll 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 braad as Insurance Services Office Autamobile Liability form CA 0001 Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 5 of 15 IS~ ~ (ed. 12/90) Code 8 anii 9("any auto"). No endorseinent shall be attached limiting the coverage. 4.2.3 Additional re uirements. 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 sha11 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 aai occurrence or an acciderit 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 coverag~. 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 thirly (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify Ciiy 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 performi.ng work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150;000 per claim. Consulting Senrices Agreement between . 2011-2012 City of Dublin and Open Heart Kitchen Page 6 of 15 ~ 3 ~~ 4:3.2 An endorsement shall state that coverage sha11 not be suspended; voided; canceled by either party, reduced in coverage or in limits, except after thirry (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 int~rest claus~. ~ 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 far 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 cla.ims-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. A11 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 in~~rance 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 ar shall furnish separate certificates and endorsements Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 7 of 15 ~l ~3 ~ for each subcontra.ctor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing i.nsurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance aze either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant sha11 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 coridition 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 sucli insura.nce auci deduct and retaiu tlie arriount of the premiurtis 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; andlor ^ Terminate tlus Agreement. Consuiting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 8 of 15 7~ is ~6 3 Section 5. INDEMNI~`ICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the Ciry and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, ar 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; dannage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, ar 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 hannless 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 a.nd hold harmless clause. This indemnification and hold barmless 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 for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. S'TATIIS OF CONSITLT.ANT. 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 insofaz as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 13; however, otherwise City shall not have the right to control the means by wluch Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, ar 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 a.ll claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 9 of 15 ~3 i5 3 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agen~ 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 wha.tsoever. Section 7. LEGAL REQITIREMENTS. 7.1 Governin$ Law. The laws of the State of California shall govern this Agreement. 7.2 Comuliance with Auplicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Govern~eeatal 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. Gonsultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nate~re 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 ariy subcon~ractors shall obtairi aucl mairitain iiuring tlie ~erm of ihis Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Epual 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 sta.tus, 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 opporhxnity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consuiting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 10 of 15 ~ ~ ~S 3 Agreemeut, including but not limited to the satisfaction of aiiy positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERNIINATION AND MODIFICATI4N. 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 tllirty days' written notice to Ciry 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 Eztension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that proyided 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 ma~cimum 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 periad. $.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8~4 Assi~nment and Sa6contractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upan a determination of Consultant's unique personal competence, experience, aud specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consulta.nt 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 th~ subcontractors noted in the proposal; without prior written approval of the Contract Administrator. Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 11 of 15 ~~~ ~53 8.5 Survival. All obligations arising prior~to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Outions uuon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's 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 Ezhibit A not fiuished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Ezhibit 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 STATIJS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, spec~catioris, records, files, or any otliei documents or ma~erials, iii electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder sha11 be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until fmal approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties: Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and a11 other fmancial 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 reasona.ble amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 12 of 15 ~ ~ ~s3 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 fina.l payment to the Consultant to this Agreement. 9.3 ~ Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to mainta.in 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 Sta.te Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after fmal payment under the Agreement. Section 10 NIISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, iriclucling an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party sha11 be entitied 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 ImpGed 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 Assisns. 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 a11 reports, written studies and other printed material on recycled paper to the e~ent it is available at equal or less cost than virgin paper. Consulting Services Agreement between 2011 2012 City of Dublin and Open Heart Kitchen Page 13 of 15 ~ is~ 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regazdless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. - Consultant hereby warrants that it is not now, nor has it been in the previous tw~lve (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 wanants that it did nat 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 reimliurse tlie City for any sums paid to tlie Consultarit. Consultaut understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Govemment Code § 1090 and, if applicable, will be disqualified from holding public office in the Sta.te 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 Coniract Administrafion. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All conespondence 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 Diive #137 Livermore, CA 94550 Any written notice to City shall be sent to: Community _Development Director Consulting Services Agreement befinreen 2011-2012 City of Dublin and Open Heart Kitchen Page 14 of 15 7 1S~ City of Dubli.n 100 Civic Plaza. Dublin, CA 94568 10.11 Inte~ration. This Agreement, including the scope of work attached hereto and incorporated herein as Ezhibit A, the budget attached hereto and incorporated herein as Eghibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City aiid Corisultaut and supersedes all p~ior iiegotiations, representations, or agreements, either written or oral. CITY OF DUBLIN 3oni Pattillo, City Manager Open Heart Kitchen J`1 Lmtia cKeever, Executive D'uector Attest: City Clerk Approved as to Form: John Bakker, City Attomey Consulting Senrices Agreement between 2011-2012 City of Dublin and Open Heart Kitchen Page 15 of 15 153 EXHIBIT A SCOI'E 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 to several Dublin Title one schools and low income residents of the Groves and Camellia Place. 1. The Weekend Box lunch Program budget for 201 i-2012 is to prepare and distribute 35,400 lunches to low income Dublin children and low income residents at the Groves. 2. Continue to provide hot meals to low-income families and adults on a weekly basis at 6444 Sierra Court - estimate between 100-200 people (9,918 meals). The $8160 Dublin funding will pay for 4060 meals. Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen 1~3 EXHIBIT B BUDGET Budget for Open Heart Kitchen - 201 l-2012 FOOD AND SUPPLIES - $8,160 Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen _ 1~3 ~ ~X~IBIT C COMMUI~TI'~Y DEVEI.OPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor sball be monitared and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and e-~icient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualita.tive evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to Cit~. 1. The quarterly written reports shall include, but sha11 not be limited to the followuig 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 ac}ueved towazds 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 modera.te income - Low income - American Lndian 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 2011-2012 City of Dublin and Open Heart Kitchen is~ - t~mericaai Inclian or Ataska Native aiid 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: Qther 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 thirly 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 Ag~eement; and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor sha11 follow audit requirements of the Single Audit Act and OMB Circular ~-~28. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial tran.sactions of the grant program and disbursed in accordance with ON1B Circular A-110, with prior approval or consent of City. B. Program income received by ~ Contractor shall be returned to City far 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. IJNIFORM 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 T'here shall be no religious worship; instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen ~ I S3 ~_ ~EVERSION OF ASSETS ~i. Upon the exniration of this Agreement. Contractor shall transfer to City anv ;;~~ ~~ ~ ~ .~ ~~e ~~ expiration anc~ an~ acco-~nzs receiva~Ie attributa.ble to the use of CDBG iunds. B. Rea1 property in excess of $25,000, obtained in whole or in part with CDBG func~s must be usec~ to meet one of t~ie nationai objectives ror a minimum vi ii~~ ~~ears after the expiration of this Agreement or disposed of in a manner that results i~ City being reimbursed at fair mazket value less value attributable to non-CDBG ~~genditures. 6. OTHER PROGRAM R~Q~J~EIt~i~i ~ ~ Contractor certifies that it wi11 carry out each activity in compliance with all Federallaws and regulations described in 24 CFR, Part 570, Sub-part K(570.6Q4-574-6~2~ ~nd relates to a) r,quai ~,mpioyment Upportunity 1 ractices Provisions; b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, ~ Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub~recipients, j) Uniforxn Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. . 7. BILINGUAL ASSITANCE eontractor 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 Organizatians. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Educarion, 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. ~, Section 44.6 of 24 GFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Coopera.tive Agreements with State and Loca1 Governments. Consulting Services Agreement between 2011-2012 City of Dublin and Open Heart Kitchen I53 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, 2011. RECITAL5 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, 2011, 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. 5ERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described iri 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, Scope of Services prior to 7une 30, 2012, 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 2011-2012 City of Dublin and Senior Support Services Page 1 of 15 EXHIBIT E TO ATTACHMENT 3 g~ ~ s3 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 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Six Thousand Three Hundred and Fiftv Dollars ($6,350) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Bud~et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. ' Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 2 of 15 ~ ~S3 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 S00 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthlv Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final 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 July 1, 2011. This date may change when the contracts are signed by the City and County.. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, furtlier, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 3 of 15 1~3 entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 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 a11 outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of ternunation. Consultant shall maintain adequate logs and timesheets in order to verify costs incuned to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILI~IES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 4 of 15 ~$ J53 4.1 Workers' Comnensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly 6y Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage ar in limits. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Comrnercial 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 5ervices Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 5 of 15 ~ 1 S~ ~ (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CI'TY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 6 of 15 ~ ~3 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies ReQuirements. 4.4.1 Accentabilitv 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 7 of 15 ~~ ~ l53 for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-I~sured 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 8 of 15 a -53 Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its of~cers, 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 tlie right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however; otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 9 of 15 ~ ~s3 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 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 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 Commu~ity 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, pernuts, 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. Corisultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 10 of 15 1 ~ I ~ Section 8. 8.1 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. TERMINATION AND MODIFICATION. 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 m~irrium 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. Mareover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and ~ competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 11 of 15 ~ 1S 5 3 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-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 Consulting Services Agreement between~ Contract Year 2011-2012 City of Dublin and Senior Support Services Page 12 of 15 ~! 1 ~ ~ dishursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of_Records. Any records or documents that Section 9.2 of this Agreem.ent 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 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 13 of 15 I S3 10.7 Conflict oF Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands th~t, if this Agreement is made in violation of Government Code § 1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Senior Support Program of the Tri Valley Marlene Petersen, Executive Director 5353 Sunol Blvd. Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 14 of 15 ~ Cs3 City of Dublin 100 Civic Plaza Dublin, CA 94568 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 Senior Support Program of the Tri Valley ~ ! ~~`~~'P/ ' Mar ene Petersen, Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Services Page 15 of 15 ~ iS3 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. 1. Provide 14 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 21 seniors with one-time services Total number of Dublin residents served by this program - 35 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Program of the Tri Valley . _ _ _ ~ ~ 53 EXHIBIT B ~ BUDGET CDBG Grant Total Program Budget Capital Expenses ConstructionjRehabilitation $ $ Permits and Fees $ $ Design $ ~ Engineering $ $ Acquisition $ ~ Other Soft Costs (define) $ $ Su btota I ~ ~ Personnel Expenses Salaries $ 4,784.00 $4784.00 Benefits $ 1,290 $1,290 Subtotal $ 6,074 $6,074 Operating Expenses Supplies $ $ Printing/Copying $ $ . Postage $ ~ Telephone $ ~ Rent and Utilities $ $ Accounting/Audit $ 276 $276 Other (define)Mileage $ S u btota I ~ ~ TOTAL . $ 6,350 $ 6.350 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Program of the Tri Valley ~o( S. ~~ 3 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 sha11 not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. 5ervice 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. Bene~oiaries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White , - American Indian or Alaska Native and White Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Program of the Tri Valley ~~~ s 13 - 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. 2 3 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. ~ 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. UNIFORM ADMINISTRATIVE REQUIREMENT_S_ Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Program of the Tri Valley / ~S3 4. RELIGIOUS ACTIVITY PROHIBTTION 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 provicle 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Senior Support Program of the Tri Valley 1b ~~ IS3 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 2011-2012 City of Dublin and Senior Support Program of the Tri Valley [~ , i~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SPECTRUM COMMUlvITY 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, 2011. 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, 2011, 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 E~ibit 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, THERE~'ORE, 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2012, 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 2011-2012 City of Dublin and Spectrum Community Services ~ Page 1 of 15 EXHIBIT jF,'TO ATTACHMENT 3 ~ t~~ ~ 53 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 necessaxy to meet the standaxd 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 Five Thousand and Ten Dollars ($5,010) 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 E~ibit 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 Cify, 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 ~etween Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 2 of 15 1~7 ~ 53 2.2 Invoices. Consultant shall submit invoices, not mare 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 tota.l number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which - shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthlv 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 July 1, 2011. This date may change when the Agreement is signed by the City and County. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City sha11 make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 3 of 15 ~b~` ~53 entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 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 uuon 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 "occutrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 4 of 15 ~~3 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 5 of 15 ~ ~~ 1~3 (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the co~erage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 6 of 15 ~I~~~ 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 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 fiunish 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 behal£ 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 153 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 7 of 15 Ir~, ~ ~y ~ for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a vaxiation 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; andlor ^ Terminate this Agreement. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 8 of 15 li3 ~ s3 Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its o~cials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of an.y 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 sha11 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 hoid harmless City for the payment of any employee andlor 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 riot limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to Consulting Services Agreement between ~ Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 9 of 15 ~~ I~ ~ any contribution to be paid by City for employer contributions andJor employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant sha11 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 10 of 15 ~~~ i ~ s Section 8. 8.1 Agreement, including but; not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. TERMINATION AND MODIFICATION. Terminataon. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between Contract Year 2011-2012 City of Qublin and Spectrum Community Services Page 11 of 15 lll~ l ~3 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 12 of 15 ~i ~s~ disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that pariy 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 Uruted 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 ImAlied 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 Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 13 of 15 ~~ i~~ 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §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 Consulting SeNices Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 14 of 15 ~~~ ~s~ City of Dublin 100 Civic Plaza Dublin, CA 94568 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 Community Services Joni Pattillo, City Manager Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services Page 15 of 15 l~~ is3 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 35 low-income Dublin seniors are registered and receive meals. 2. Deliver a minimum of 4,500 meals to frail homebound seniors in Dublin. An average of 18 meals delivered per day. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services / ~a ~s 3 EXHIBIT B TO THE CONSULTIlVG SERVICES AGREEMENT SETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH FISCAL YEAR 2011-2012 Budget for Dublin City Grant Construction/Rehabilitation $ Permits and Fees $ Design $ Engineering $ Acquisition $ Other Soft Costs (define) $ Subtotal S Salaries $ Benefits $ 2,232 833 Subtotal $ 3.065 Supplies ~ $ Printing/Copying $ Postage $ Telephone $ Rent and Utilities $ Accounting/Audit $ Other (mileage) $ 1,945 Subtotal S 1.945 BUDGET PREPARED BY NAME and TITLE: Leila Cimarra - Controller CONTACT PHONE: (510~881-0300 x 218 _ CONTACT EMAIL: Icimarra@spectrumcs.or~ I~ fS3 EXHIBIT C COMMiTNITY DEVELOPMENT BLOCK GRANT ("CDSG") 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. l. 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 axe: - 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 2011-2012 City of Dublin and Spectrum Community Services l~ ~53 - 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 identifi~ed) - 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 proj ect monitoring an.d 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 proj ects. 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, sliall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Spectrum Community Services ~a ~53 Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor sha11 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, ~ 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. 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 2011-2012 City of Dublin and Spectrum Community Services I~ [53 C. Paragraph (b) of Section 570.502 of sub-part 3 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 2011-2012 City of Dublin and Spectrum Community Services ia 53 ~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-VALLEY YMCA THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tri-Valley YMCA ("ConsultanY') as of July 1, 2011. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("H[JD") 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, 2011, 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 E~ibit 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, 2011 and shall end on June 30, 2012. Consultant shall complete the work described in Exhibit A, ScoAe of Services prior to June 30, 2012, 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 a11 work products required by this Agreement in a substantial, first- Consuiting Services Agreement between Contract Year 2011-2012 City of Dublin antl Tri-Vailey YMCA Page 1 of 15 EXHIBIT G TO ATTACHMENT 3 la ~s 3 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 Ageement 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 Eight Thousand Two Hundred and Seventy One Dollars ($8,271) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under tlus Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as E~ibit 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 payrnents specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Bud~et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 2 of 15 l~ ~ -s~ 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 Monthlv Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily perfonned, 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 July 1, 2011. This date may change when the Agreement is signed by the City and County. 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 Consuiting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 3 of 15 ~~ ~s3 ~ entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 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 uuon 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 incumng any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 4 of 15 ~D ~ ~~ 53 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the progam of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standaxds 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 volunfeers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General reauirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dubiin and Tri-Vafley YMCA Page 5 of 15 13l f5 (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional reauirements.. Each of the following 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. Consuiting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Vailey YMCA Page 6 of 15 ~3 i S .3 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy inust 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 7 of 15 l3 ~5 3 for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 8 of 15 13 ~~ ~~ ~ Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify; defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. 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 Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Vailey YMCA Page 9 of 15 l 153 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REOUIREMENTS. 7.1 Governin~ Law. The laws of the State of California shall govern this Agreement. 7.2 Comnliance with Anplicable 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 Oqportunitv. Consultant sha11 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 employrnent, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 10 of 15 13~ ~ ~ IS Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 AssiEnment 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. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Vailey YMCA Page 11 of 15 ~ 37 15 3 ~ 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ~ 8.6 Outions 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 Consultarit 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, includi~ng 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 rnaintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 12 of 15 ~3~ ~s 3 disbursements charged to the City under this Agreement for a minimum of three (3} years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the 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 remairi 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 Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 13 of 15 ~3 ~s3 ~ 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §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: Tri-Valley YMCA Kelly O'Lague Dulka, MSW, Executive Director 6693 Sierra Lane Dublin, CA 94568 Any written notice to City shall be sent to: Community Development Director Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 14 of 15 ~ ~s3 City of Dublin 100 Civic Plaza Dublin, CA 94568 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 Tri-Valley YMCA ~~ Joni Pattillo, City Manager Kelly O Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA Page 15 of 15 l ~~ ~s3 EXHISIT A SCOPE OF SERVICES In order to meet City requirements for the change of occupancy to Adult Day Care at Nielsen Elementary School, curb cuts and sidewalk repairs are necessaxy. 1. Make required curb cuts to meet ADA and city zoning requirements. 2. Change driveway to meet ADA and city zoning requirements. 3. Change slope of walkway to meet ADA and city zoning requirements. Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA ~ IS 3 EXHIBIT B , TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Tri-Valley YMCA FISCAL YEAR 2011-2012 Budget for Dublin City Grant Constructlon/Rehabilitation $ 8271.00 Permits and Fees $ Deslgn $ Engineering , $ Acquisition $ Other Soft Costs (deflne) $ suatotal ~ S s271.o0 Salaries $ Benefits $ Subtotal S o Supplies $ Printing/Copying $ Postage $ Telephone $ Rent and Utilities $ Accounting/Audit $ Other (define)' $ Subtotal S o BUDGET PREPARED BY NAME and TITLE: Kris Farro, Program Director CONTACT PHONE: 925-263-4444 CONTACT EMAIL: kfarro@ymcaeastbay.or~ ~ i s~ EXHIBIT C COMMUI~TITY 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 rnoderate 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 2011-2012 City of Dubiin and Tri-Valley YMCA ~ 15~ - American Indian or Alaska Native and White - Asian and White - Black or African American and White - American Indian or Alaska Native and Black or A~rican 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, a.nd 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 Circulax 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 REOUIREMENTS Consulting Services Agreement between Contract Year 2011-2012 City of Dublin and Tri-Valley YMCA i~ (S~ 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 for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REOUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600- 570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, ~ 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 2011-2012 City of Dublin and Tri-Valley YMCA I N~ ~53 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 2011-2012 City of Dub4in and Tri-Valley YMCA ~~~ l5~ AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA THIS AGREEMENT is made and entered into this 1 st day of July, 2010, 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 fiznds to be used for Community Development block Grant Programs and its eligible activities; and WHEREAS, the activities of the City under this Agreement with the County shall be governed by the conditions of the Grant Agreement between the County and the United States Department of Housing and Urban Development; ^ ' / NOW THEREFORE, FOR AND 1N CONSIDERATION OF THE PROMISES ~ HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS: ~5l I. STATEMENT OF WORK ~ CITY will perform or arrange for the performance of the work under this Agreement in the ~ manner and time provided herein and in accordance with: the budget; the scope of work and (~ any specifications and drawings; and all related documents and provisions attached hereto as E~ibit A and incorporated herein by reference. II. COMIVIENCEMENT AND COMPLETION REQUIREMENTS A. This Agreement shall be in effect until June 30, 2012 or until all fiscal year 2010 Urban County CDBG funds allocated to City are disbursed to City, or. for the duration of any regulatory agreement or contract executed in conjunction with a project financed with fiscal year 2010 CDBG funds, or when all of the contract terms have been completed. B. It sha11 be the responsibility of the City to coordinate and schedule the work to be performed so that commencement and completion will take place in accordance with the provisions of this Agreement. The County may extend the time for completion of the Agreement in writing, if it determines that delay in the progress of work is not attributable to the negligence of the City and that .such delay was due to causes beyond the control of the City. C. Any time extension granted to the City to enable the City to complete the work shall not constitute a waiver of rights the County may have under this Agreement. D. Should the City not complete the work by the scheduled date or by an extended date, granted by the County in writing, pursuant to previously stated conditions, the County shall be released from all conditions of this Agreement. ~ , ATTACHMENT 4 - ~ IS ~~ E. Upon completion of performance under this Agreement and a determination of final costs, City shall submit to the County a certificate of completion for construction projects ~and a requisition for fmal payment for service projects, unless otherwise provided in this Agreement. F. As apart of this Agreement, City will provide the County with a Certificate of Insurance as outlined in E~chibit B. III. SUBCONTRACTS A. Any subcontract funding under this Agreement shall be submitted to County for review and approval prior to its execution. B. In the event subcontractor is a private non-profit or neighborhood-based non-profit organization, or a local development or small business investment corporation, contractor is required to comply with the procurement procedures of Office of Management and Budget (OMB) Circular A-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. IV. ~ BUDGET Any requested modification to the Budget attached to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by County. Any budget modifications require the prior written approval of County. Budget modifications shall not alter: 1) The basic scope of services required to be performed under this Agreement; 2) the time period for the services to be performed under this Agreement; and, 3) the total amount of the authorized budget of this Agreement (see Exhibit A), subject to future amendments as approved by the Alameda County Community Development Agency Director. Any of the cost categories shown in the Agreement Budget may be exceeded by ten percent of the indicated figure, provided that the total approved amourit of allowable costs is not exceeded. V. RECORDS AND REPORTS A. All original documents prepared by City in connection with the work to be performed under this Agreement~shall be the property of the County. B. City's records shall be made available for review by the County prior to the release of funds. City shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OMB circular A-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 Agreement. ~ ~ ~s ~ ~ ~ VI. PROGRAM MONITORING AND EVALUATION A. City shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. City shall undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to County. 1. The quarterly written reports shall be submitted in the format approved and provided by the County. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The County shall have ultimate responsibility for overall project monitoring and evaluation, to assist City in complying with the scope and contents of this Agreement, and to provide management information which will assist the County's policy and decision-making and managers. D. The City shall follow audit requirements of the Single Audit Act and OMB Gircular A-128. VII. 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. B. Program income received by City shall be returned to County for future application to City projects. C. Program income from Urban County program activities undertaken by or within City which thereafter terminates its participation in the Urban County shall continue to be program income of the County. County may transfer the program income to City, upon its termination of Urban County participation, provided that City has become an entitlement grantee and agrees to use the program income in its own CDBG entitlement program. VIII. LJNIFORM ADMINISTR.ATIVE REQUIREMENTS A. City shall comply with Uniform Administrative Requirements as described in Federal Regulatioris, 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. ~,~~ ~~~ IS~ IX. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. , X. REVERSION OF ASSETS A. Upon the expiration of this Agreement, City shall transfer to County any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real properiy 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 market value less value attributable to non-CDBG expenditures. XI. OTHER PROGRAM REQUIREMENTS A. City certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600-570-612) and relates to a) Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, ~ Relocation and Acquisition, g) Employment and Contracting Opporhanities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. B. Activities and programs under this Agreement shall be governed by the policies and procedures of the Alameda County Urban County or as directed by the County as grantee in order to ensure that compliance with all applicable laws and regulations. XII. TERMINATION OF THIS AGREEMENT County may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation: A. Failure, for any reason, of City to fulfill in a timely arid proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; ~ C. Improper use of reporting of funds provided under this Agreement; and D. Suspension or termination by HUD of the grant to the County under which Agreement 'is made, or the portion thereof delegated by this Agreement. I i~' l5~ 5~ Approved as to form: By: ~- Ci ttorney Date: ~ Z ~" ~ ~ Approved as to form: Richard E. Winnie County Counsel By: ~ ~%~~~~~~~~~`- flndrea L. Weddle Senior Deputy County Counsel Date: ~~~~~y~~~' ~ * * * * * * * * ~: ~ * * * CITY OF DUBLIN By: ity ~nager Attest: ,~ ~ ~, ~ ~~ City Clerk Date: ~ /~ ~ /~ ~ COUNTY OF ALAMEDA 0 ~. By: ~, ~ President, Board of Supervisors Date: ~ ~ ~ Q, ~ ~ ~ By signing above, signatory warrants and represents that~he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement ~ - _ . . ~. ' ~ ~~ AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA EXHIBIT A OSA Public Service - Senior Services Provide an average of 15-23 hot nutritious meals daily to homes of low-income, frail homebound elderly residents. $6,469 Case Management services will be provided to seniors living in their own homes independently. $15,000 OS Public Service Distribute box lunches to 61 low income children and their families at Arroyo Vista. $10,000 Provide medical services to low income women $5,000 OSG Public Service - Battered and Abused Spouses Domestic violence shelter, homeless services, counseling and educational presentations. $15,000 O50 Public Service - Mental Health Services Community based day program serving adults with psychiatric disabilities. $7,500 i4A Rehabilitation - Single Unit Residential Minor Home Repair and Owner Rehabilitation Programs. $17,104 14B Rehabilitation - Multi Unit Residential Section 108 payment of loan for acquisition/rehabilitation. Loan taken out by City of Livermore. $5,427 21A Administration Provide overall CDBG program administration. $6,600 TOTAL - CITY OF DUBLIN $88,100 Anticipated Program Income* $0 * Based on an estimate of prior yedrs' program income received; only actual program income received will be available to the Ciry for its Revolving Loan Fund (Housing Rehabilitation Programs). . i~ ~ ~ ~ ~ EXHIBIT B COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements: k "'~ iW `?F -'}cy ~ W'yL ~' ~'., 31u'n"'Y5~ tA'vT tY 'm~!!Y -~+. -v v 'v: 9 .+ "`s. Ek . q ~ ~ ' ~ ' :S" 1 '~ dk~t .71' 2'1'~ .l '"'x, s OF [NSURANCE CQVER GES ~ ~ ~ ~r ~~ ~ ~Y ~'PE g ~ ~' r y -. ~y .~ ~ k~ v: ~ 'r2 K ( . ~.'~' " MiIVIMl1M LIMIT~ i "" ~ ~ ~ r ~ ~ ~ ` ~ a ' ~=. ~_ . , z~ ~ A , ~ a~. ~~~ ~~ . ~ ,:. < r~:;'Y~.~u~._ re~.~ .,.... s 3 a~ ?£. y ... .y_. rrn Y.,. .. .._......~..... ...,.~~a~.a.. ~. 1 `. ~ r;.._ ;,Y " A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Liability; Bodily Injury and Property Damage Personal In'u and Advertisin Liabilit B ~ommercial or Business Automobile Liability $1,000,000 per occurrence (CSL) AI1 owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage contractors with no trans ortation or haulin related activities C, Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em lo ees EL: $100,000 er accident for bodil in'ur or disease D Professional LiabilitylErrors & Omissions $1,000,000 per occurrence Includes endorsements of contractual liability $2,000,000 ro'ect a re ate E Endorsements and Conditions: 9. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automohile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives. 10. DURATION OF COVERAGE: All required insurance shall be maintained du~ing the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. 11. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additional Insured(s}. Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties. 12. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. 13. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated. herein. 14. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be providetl by any one of the following methods: - Separate insurance policies issued for each individual entity, with each entity included as a"Named Insured (covered party), or at minimum named as an "Additional Insured" on the.other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a"Named Insured. 15. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation. 16. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to: - Department/Agency issuing the contract - With a copy to Risk Management Unit (125 -12~ Street, 3~d Floor, Oakland, CA 94607) Certificate C-2 Page 1 of 1 Form 2001-1 (Rev. 03/15/06)