HomeMy WebLinkAboutItem 4.12 CDBG FY 12-1319- - 182
`O`�LIFOU��
DATE:
TO:
FROM:
STAFF REPORT
CITY COUNCIL
June 5, 2012
Honorable Mayor and City Councilmembers
Joni Pattillo, City Manager(` 4x� T a
CITY CLERK
File #600- 30/600/40
SUBJECT: Approval of Agreements for the use of Fiscal Year 2012 -2013 Community
Development Block Grant (CDBG) funds
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 2012-
2013 and approving Community Development Block Grant - funded Agreements with- Axis
Community Health; Bay Area Community Services; Open Heart Kitchen; Senior Support of the
Tri- Valley; and Spectrum Community Services, Inc.. In addition, the City Council will consider
extending a contract for the Tri - Valley YMCA to December 31, 2012.
FINANCIAL IMPACT:
The total amount of CDBG funds allocated to Dublin for Fiscal Year 2012 -2013 is $64,193, plus
an additional $8,271 for the Tri - Valley YMCA carried over from Fiscal Year 2011 -2012, for a
total amount of $72,464.
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 2012 -2013 and approving Community Development Block Grant - Funded
Agreements with- Axis Community Health; Bay Area Community Services; Open Heart Kitchen;
Senior Support of the Tri - Valley and Spectrum Community Services, Inc. from July 1, 2012 to
June 30, 2013; and execute a six month Agreement with the Tri - Valley YMCA until December
31, 2012.
Submitted By
Director of Community Development
Reviewed By
Assistant City Manager
Page 1 of 4 ITEM NO. 4.12
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
HUD to assure that all CDBG- funded activities are in compliance with federal regulations. The
City of Dublin 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 50,000 residents, make up the Urban County Cities. During this
current Fiscal Year 2011 -2012, the City of Dublin received $74,284 in CDBG funding.
The total amount of CDBG funds to be allocated to Dublin for Fiscal Year 2012 -2013 is $64,193,
which is $10,061 less than the amount allocated in Fiscal Year 2011 -2012. In addition, $8,271
will be carried over from this Fiscal Year to next Fiscal Year for the YMCA curb cuts and
sidewalk project for a total allocation of $72,464 for Fiscal Year 2012 -2013. The YMCA has not
yet secured a Conditional Use Permit for their project.
As part of Dublin's process, in November 2011, Staff sent out a Request for Proposals (RFP) to
solicit interest from agencies in providing services within the City. On January 25, 2012, the
Community Grants Program Committee, made up of Vice Mayor Hart and Councilmember
Swalwell, held a public meeting and received agency presentations and Staff funding
recommendations. The Committee deliberated and made CDBG funding recommendations to
the City Council at their February 21, 2012 meeting. At that meeting, the City Council accepted
the Committee's recommendations.
The following chart illustrates the amount each agency requested, the amount City Council
approved at the February 21, 2012 meeting based on current year allocations, and the final
amounts awarded to each agency based on direction Staff received from the City Council. It
should be noted that the final CDBG allocation was $30 less than expected; however, the
County reduced the Housing Rehabilitation allocation, thereby causing no percentage decrease
to the service agencies.
Organizations
Agency Request
for FY 12 -13
City Council
Approval on
Feb. 25, 2012
Final FY12 -13
Funding
Amounts
Current Service Providers
Axis Community Health
$10,000
$10,000
$10,000
Bay Area Community Services
$10,000
$10,000
$10,000
CRI L
$10,000
-0-
-0-
Open Heart Kitchen
$10,000
$10,000
$10,000
Senior Support
$11,000
$10,000
$10,000
Spectrum
$6,475
$6,475
$67475
Sub -Total
$57,475
$46,475
$46,475
Page 2 of 4
The County sets 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 a larger portion of 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, due to circumstances, the County was unable to get the necessary documents
together to expedite Agreements with the Urban County Cities in time for this Staff Report. 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 2011 -2012 through
Fiscal Year 2013 -2014 which 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 1) 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 on July
24, 2012. 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 2).
Simultaneously, the City is also required to enter into Agreements (Attachment 3) with the
outside agencies that the City Council has agreed to fund: Axis Community Health (Enrollment
Specialist); Bay Area Community Services (Wellness Center); Open Heart Kitchen (Hot Meals
Programs); Senior Support of the Tri - Valley (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
Page 3 of 4
Agency Request
City Council
Final FY12 -13
Organizations
for FY 12 -13
Approval on
Funding
Feb. 25, 2012
Amounts
Current Commitments
Tri- Valley YMCA (carry -over
-0-
-0-
$ 8,271
from FY 11 -12)
Housing Rehabilitation
$11,148
$11,148
$11,118
(reduced $30 by County)
Administration
$6,600
$6,600
$6,600
Sub -Total
$17,748
$17,748
$25,989
Agency Request
City Council
Final FY 11 -12
for FY 12 -13
Approval on
Funding
Feb. 25, 2012
Amounts
Grand Total
$75,223
$64,223
$72,464
The County sets 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 a larger portion of 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, due to circumstances, the County was unable to get the necessary documents
together to expedite Agreements with the Urban County Cities in time for this Staff Report. 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 2011 -2012 through
Fiscal Year 2013 -2014 which 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 1) 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 on July
24, 2012. 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 2).
Simultaneously, the City is also required to enter into Agreements (Attachment 3) with the
outside agencies that the City Council has agreed to fund: Axis Community Health (Enrollment
Specialist); Bay Area Community Services (Wellness Center); Open Heart Kitchen (Hot Meals
Programs); Senior Support of the Tri - Valley (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
Page 3 of 4
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 City received approval from the County Urban County Technical Advisory Committee to
carry over $8,271 for the YMCA capital project. The City must enter into an Agreement with the
YMCA for the expenditure of funds in Fiscal Year 2012 -2013. The City has extended this
Agreement for six months. If the funds are not expended by December 31, 2012, those
unexpended funds will be de- obligated from the YMCA and included in the Fiscal Year 13 -14
CDBG funding cycle. The YMCA could re -apply at that time. There are strict Federal deadlines
regarding when CDBG funds are allocated and when funds must be expended. Failure to meet
those deadlines could result in the City having to give the money back to the County.
To utilize the CDBG funds for Fiscal Year 2012 -2013, the City of Dublin must: 1) Enter into an
Agreement with the County of Alameda for allocation of these funds; and 2) Enter into
Agreements with the various agencies that have been awarded CDBG funds. All Agreements
must be signed and executed before the City can utilize Fiscal Year 2012 -2013 CDBG funds
allocated to the City of Dublin by the County of Alameda.
NOTICING REQUIREMENTS /PUBLIC OUTREACH:
Extensive public outreach was conducted in November and December 2011 during the Request
for Proposal process. A public meeting was held on January 25, 2012. The recommendations
were discussed at a City Council meeting on February 21, 2012.
ATTACHMENTS: 1. Fiscal Year 2011 -2012 City /County Agreement
2. Resolution approving an agreement between the City of Dublin and
the County of Alameda to receive Community Development Block
Grant Funds for Fiscal Year 2012 -2013 and approving Community
Development Block Grant - funded agreements with Axis Community
Health; Bay Area Community Services; Open Heart Kitchen; Senior
Support of the Tri- Valley; Spectrum Community Services, Inc.; and
Tri - Valley YMCA.
3. Fiscal Year 2012 -2013 CDBG Contracts
Page 4 of 4
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
THIS AGREEMENT is made and entered into this lst day of July, 2011, by and between the
County of Alameda (hereinafter referred to as "County "), and the City of Dublin, located in the County
of Alameda, State of California, (hereafter referred to as "City ").
WHEREAS, the County has entered into a Grant Agreement with the United States Department
of Housing and Urban Development (HUD), for a Community Development Block Grant (CDBG)
under the Housing and Community Act of 1974, said funds to be used for Community Development
block Grant Programs and its eligible activities; and
WHEREAS, the activities of the City under this Agreement with the County shall be governed
by the conditions of the Grant Agreement between the County and the United States Department of
Housing and Urban Development;
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES
HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS:
t
I. STATEMENT OF WORK AND COMPENSATION
A. City will perform or arrange for the performance of the work under this Agreement in
the manner and time provided herein and in accordance with: the budget; the scope of
work and any specifications and- drawings; and all related documents and provisions
attached hereto as Exhibit A and incorporated herein by reference.
B. The maximum amount of fiscal year 2011 CDBG funds covered by this agreement shall
be $74,284. In the event that HUD reduces the Urban County CDBG allocation, the
City's allocation will be reduced proportionately.
II. C MENT AND REQUIREMENTS
This Agreement b effect
until June 30, 2013 or until all fiscal year 2011 Urban
County CDBG funds allocated to City are disbursed to City, or for the duration of any G
regulatory agreement or contract executed in conjunction with a project financed with
fiscal year 2011 CDBG funds, or when all of the contract terms have been completed G
whichever shall first occur. r"
B. It shall be the responsibility of the City to coordinate and schedule the work to be
performed so that commencement and completion will take place in accordance with
the provisions of this Agreement. The County may extend the time for completion of
the Agreement in writing, if it determines that delay in the progress of work is not
attributable to the negligence of the City and that such delay was due to causes beyond
the control of the City.
C. Any time extension granted to the City to enable the City to complete the work shall not
constitute a waiver of rights the County may have under this Agreement.
ATTACHMENT 3
D. Should the City not complete the work by the scheduled date or by an extended date,
granted by the County in writing, pursuant to previously stated conditions, the County
shall be released from all conditions of this Agreement.
E. Upon completion of performance under this Agreement and a determination of final
costs, City shall submit to the County a certificate of completion for construction
projects and a requisition for final payment for service projects, unless otherwise
provided in this Agreement.
F. As a part of this Agreement, City will provide the County with a Certificate of
Insurance as outlined in Exhibit B.
III. SUBCONTRACTS
A. Any subcontract funding under this Agreement shall be submitted to County for review
and approval prior to its execution.
B. In the event subcontractor is a private non - profit or 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 the Alameda County Housing Director
on behalf of the County. Any budget modifications require the prior written approval of
Alameda County Housing Director on behalf of the 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 Housing Director. Any of the cost categories shown in the Agreement
Budget may be exceeded by ten percent of the indicated figure, provided that the total approved
amount of allowable costs is not exceeded.
V. RECORDS AND REPORTS
A. All original documents prepared by City in connection with the work to be performed
under this Agreement shall be the property 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
9
previously awarded under this Agreement.
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.
The quarterly written reports shall be submitted in the format approved and
distributed 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 Circular A-
128.
VII. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A -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. UNIFORM ADMINISTRATIVE REQUIREMENTS
A. City shall comply with Uniform Administrative Requirements as described in Federal
Regulations, Section 570.502 as applicable to governmental entities.-
B. City shall comply with Executive Order 13166 to improve access to services for persons
with Limited English Proficiency (LEP) including developing a Language Access Plan.
IX. RELIGIOUS ACTIVITY PROMBITION
There shall be no religious worship, instruction, or proselytization as part of, or in connection
with the performance of this Agreement.
IML
X. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, City shall transfer to County any CDBG funds
on hand at time of expiration and any accounts receivable attributable to the use of
CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must
be used to meet one of the national objectives for a minimum of 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 -partK (570,600- 570 -612) and relates to
a) Non - discrimination, b) Fair Housing, c) Labor Standaxds, d) Environmental
Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g)
Employment and Contracting Opportunities, h) Lead -based paint, i) Use of Debarred,
Suspended or Ineligible Contractors or Sub- recipients, j) Uniform Administrative
Requirements and Cost Principals, k) Conflict of Interest, and 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.
XH. TERMINATION OF THIS AGREEMENT
County may terminate this Agreement in whole or in part immediately for cause, which shall
include as example but not as a limitation:
A. Failure, for any reason, of City to fulfill in a timely and proper manner its obligations
under this Agreement, including compliance with City, State and Federal laws and
regulations and applicable directives;
13. Failure to meet the performance standards contained in other sections of this
Agreement;
C. Improper use or reporting of fiends 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.
E. Any and all notices, writings, correspondences, etc., as required by this Agreement shall
be directed to the City and County as follows:
City County
City of Dublin Housing Director
Alameda County HCD
Attn: City Manager 224 W. Winton Avenue, Room 108
100 Civic Plaza Hayward, CA 94544
Dublin, CA 94568
a
XIII. HOLD HARMLESS/INDEMNIFICATION
To the fullest extent permitted by law, City shall hold harmless, defend and indemnify the
County, its Board of Supervisors, officers, employees and agents (collectively Indemnities)
from and against any and all claims, losses, damages, liabilities or expenses, including
reasonable attorney fees, incurred in the defense thereof, for the death or injury to any person or
persons (including employees of City or County) or damage of any property (including
property of City or County) which arises out of any way connected with performance of this
agreement (collectively Liabilities) except where such liabilities are proximately caused solely
by the negligence or willful misconduct of any Indemnitee.
IN WITNESS WHEREOF, the parties hereto have executed this contract on the day first mentioned
above.
Approved as to form:
B� ---.
C' ttomey
Date:_
CITY OF DUBLIN
By:
ity Manager
Attest:
City elerk
Date:
Approved as to form: Richard R. Karlsson
Interim County Counsel
.Andrea L. Weddle
Senior Deputy County Counsel
Date:
COUNTY OF ALAMEDA
B:
Y rk-.""
President;Board of Supervisors
Date:_ �-al L f
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
D
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
.i.[I. Y
05A Public Service - Senior Services
Provide a minimum of 4,500 meals to 35 low- income seniors.
$5,010
Case Management services will be provided to seniors living in their own
homes independently.
$6,350
05 Public Service
Weekend Box Lunch Program will prepare and distribute 3 5,400 lunches to low
income residents of the Groves.
$8,160
Provide medical services to low income women
$8,160
0513- Public Services — Handicapped Services
Provide housing assistance and advocacy for disabled persons
$5,130
050 Public Service— Mental Health Services
Community based day program serving adults with psychiatric disabilities.
$8,160
03K- Street Improvements
Installation of 30 ADA accessible curb ramps and sidewalks
$$,271
14A Rehabilitation — Single Unit Residential
Minor Home Repair and Owner Rehabilitation Programs.
$13,016
14B Rehabilitation — Multi Unit Residential
Section 108 payment of loan for acquisition/rehabilitation. Loan taken out
by Cily of Livermore.
$5,427
21A Administration
Provide overall CDBG program administration.
$6,600
TOTAL — CITY OF DUBLIN
$74,284
Anticipated Program Income *
$0
Based on an estimate of prior years' program income received, only actual program income
received will be available to the City for its Revolving Loan Fund (Housing Rehabilitation
Programs).
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 a )pense, 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:
3_ .a,+
A
Commercial General Liability
$9,000,000 per occurrence (CSL)
Premises Liability; Products and Completed Operations; Contractual Liability;
Bodily Injury and Property Damage
Personal Injury and Advertising Liability
B
Commercial or Business Automobile Liability
$1,000,000 per occurrence (CSL)
All owned vehicles, hired or leased vehicles, non - owned, borrowed and
Any Auto
permissive uses. Personal Automobile Liability is acceptable for individual
Bodily Injury and Property Damage
contractors with no transportation or hauling related activities
C
Workers' Compensation (WC) and Employers Liability (EL)
WC: Statutory Limits
Required for all contractors with em [o ees
EL: $100,000 per accident for bodily injury or disease
D
Professional Liability /Errors & Omissions
$1,000,000 per occurrence
Includes endorsements of contractual liability
$2,000,000 project aggregate
E
Endorsements and Conditions:
1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability,
Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of
Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.
2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following
exception: Insurance policies and coverage(s) written on a claims -made basis shall be maintained during the entire term of the Agreement
and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance
(as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.
3. 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.
4. 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.
5. 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.
6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any
one of the following methods:
— Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at
minimum named as an 'Additional- Insured" on the other's policies.
— Joint insurance program with the association, partnership or other joint business venture included as a "Named insured.
7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the
County of cancellation.
& 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 ail required insurance policies. The require
certificate(s) and endorsements must be sent to:
- Department[Agenoy issuing the contract
- With a copy to Risk Management UnlL 125 —121h Street, 3rd Floor, Oakland, CA 94607
Certificate C -2 Page 1 of 1 Form 2001 -1
(Rev. 03115106)
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Request1pr lnadr6fto.Mihior or Ch-Andd-
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Fax-or QIC to'. Risk Manvemph . tuhit
Attn.: Contract Review: K-afefi Caolle Phone-, .272;.3871
(Sr. Risk & h8urp.nce Analyst)
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Phone: 670-6436 010. I6708 Fdx; 670-.6378.1
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Rev., 0112008
RESOLUTION NO. XX -12
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * * * * * * * * * * * **
APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF
ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR FISCAL
YEAR 2012 -2013 AND APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT - FUNDED
AGREEMENTS WITH AXIS COMMUNITY HEALTH; BAY AREA COMMUNITY SERVICES;
OPEN HEART KITCHEN; SENIOR SUPPORT OF THE TRI- VALLEY; SPECTRUM COMMUNITY
SERVICES, INC.; AND TRI- VALLEY 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
$64,193 in Community Development Block Grant funds for Fiscal Year 2012 -2013; and
WHEREAS, in addition to the $64,193, funds for the YMCA project in the amount of $8,271
must be carried over from Fiscal Year 2011 -2012, for a total allocation of $72,464 in Fiscal Year
2012 -2013; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2012 -2013,
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 21, 2012, the City Council approved funding for the following
programs for utilization of the City's Fiscal Year 2012 -2013 CDBG funds: Axis Community Health
for an Enrollment Specialist; Bay Area Community Services for the Wellness Center; Open Heart
Kitchen for the Hot Meals Programs; Senior Support of the Tri Valley Case Management for Low
Income Seniors, Spectrum Community Services for the Meals on Wheels Program; Alameda
County Minor and Major Home Repair Program; and Program Administration (collectively "the
Programs "); and
WHEREAS; funds for the Tri - Valley YMCA curb cuts and sidewalk ramps project which was
approved in Fiscal year 2011 -2012, must be carried over to Fiscal Year 2012 -2013, and is included
collectively in "the Programs "; and
Pagel of 3
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
WHEREAS, this year, the CDBG allocations released by the United States Department of
Housing and Urban Development were received late, thereby causing delays for the County to
process the necessary documents to expedite contracts with the Urban County Cites, of which
Dublin is one; and
WHEREAS, the County has indicated that this delay should not preclude Dublin from
executing contracts with Dublin's subrecipients of CDBG funds due to the fact that the City of
Dublin has entered into a three year contract starting in Fiscal Year 2011 -2012, Attachment 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 2012 -2013;
therefore, a copy of Fiscal Year 2011 -2012 Agreement was attached to the Staff Report as
Attachment 3; and
WHEREAS, the City Manager has been authorized to sign the Agreement between the City
of Dublin and Alameda County Department of Housing and Community Development when it is
received from the County; and
WHEREAS, on June 5, 2012, 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, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin takes
the following actions:
1) Approve the Agreement between the City of Dublin and the County of Alameda for the
allocation of CDBG funds for Fiscal Year 2012 -2013 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 2012 -2013.
3) Authorize the City Manager to execute the above listed Agreements.
PASSED, APPROVED, AND ADOPTED this 5t" day of June 2012.
AYES:
NOES:
ABSENT:
ABSTAIN:
Page 2 of 3
Mayor
ATTEST:
City Clerk
K:ICDBGI2011- 201212011 -12 AgreementsTINAL CC Resolution 6 -21 -11 .doc
Page 3 of 3
COP
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 ( "Consultant ") as of July 1, 2012-
RECITALS
I. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ( "HUD ") for a Community Development
Block Grant ( "CDBG ") under the Housing and Community Development Act of 1974.
1 The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2012, 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 Services 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, 2012 and
shall end on December 31, 2012. THIS IS A SIX -MONTH AGREEMENT.
Consultant shall complete the work described in Exhibit A, Scope of Services
and invoice the City prior to December 31, 2012, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement to the City's satisfaction and in the manner and
according to the standards observed by a competent'practitioner of the profession
in which Consultant is engaged in the geographical area in which Consultant
practices its profession. Consultant shall prepare all work products required by
this Agreement in a substantial, first -class manner and shall conform to the
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standards of duality normally observed by a person practicing in Consultant's
profession.
1.3 Aissignment 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.
1A 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.
1,6 CDBG Fund Reallocation for Non - Performance. Failure by Consultant to
complete part or all of the work set forth in Exhibit A to City's satisfaction and to
invoice the City for part or all such work by December 31, 2012 will result in a
de- obligation of unspent CDBG funds to the Tri- Valley YMCA. The City shall
reallocate all such unused funds in its next CDBG application cycle.
Where such funds are to be reallocated in the City's next CDBG application cycle
pursuant to this Section, Consultant may re -apply for the funds in the City's
Request for Proposal (Ri~P) process; provided however, that Consultant will be
subject to the City's evaluation criteria for that RFP process, and there is no
guarantee whatsoever that Consultant will rank competitively or be funded in
connection with that subsequent CDBG application cycle.
Nothing in this Section 1.6 shall affect the City's right to terminate this
Agreement or the City's Options upon Breach by Consultant, as provided for in
Section 8.
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 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
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payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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. I for the first
invoice, etc.;
ti 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.
m 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 Pa meat. 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.
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2.4 Final Payment. By December 3I, 2012 or within thirty (30) days after
completion of the services set forth in Exhibit A, whichever occurs first,
Consultant shall submit to the City: (i) the last invoice due pursuant to this
Agreement; and (ii) a CDBG Completion Report as required by County pursuant
to agreement between City and County of Alameda for Fiscal Year 2012 -2013.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.6 Payment of Taxes_ Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date, and Consultant delivering to City any or all documents,
photographs, computer software, video and audio tapes, and other materials
provided to Consultant or prepared by or for Consultant or the City in connection
with this Agreement.
2.8 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
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obligated to furnish any facility that may involve incurring any direct expense, in but not
limited to computer, long- distance telephone or other communication charges, vehicles, and
reproduction Facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost- and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self- insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive 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 Iiability 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
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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 scoj2e of covers e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. im) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12190) 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.
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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 Liabili Insuirance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self - insured. retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain across 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.
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d. A copy of the claim
the City prior to 11
Agreement.
4.4 All Policies Reauirements.
reporting requirements must be submitted to
e commencement of any work under this
4.4.1 Acceotability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than ANIL
4.4.2 Verification of covers e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self- insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self - insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
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Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
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
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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 Inde endent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant`s services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS,
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Agplicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regglations. 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,
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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 OpportuniU, Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICA'T'ION.
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 (30) 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.
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8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontractin& City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is. the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.S 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;
5.6.2 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
1882168.1
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City of Dublin and Tri- Valley YMCA Page 12 of 15
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A -110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
93 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 Severabiliity. 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
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City of Dublin and Tri- Valley YMCA Page 13 of 15
whole or in part of any provision of this Agreement shaII 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 As ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
8 1000 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.
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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.
1010 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
City of Dublin
140 Civic PIaza
Dublin, CA 94568
10.11 Inteeration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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Spectrum Community Services
Kelly O' ie Dul exec �Ve Director
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Tri- Valley YMCA Page 15 of 15
EXHIBIT 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 necessary. The Tri- Valley YMCA
( "Consultant ") shall provide the City of Dublin ( "City ") with the following services:
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;
4. Make quarterly written reports to the City pursuant to Section 1(B) of the CDBG
Additional Terms and Conditions set forth in Exhibit C;
S. Submit a CDBG Completion Report to the City as required by the County
pursuant to agreement between City and County of Alameda for Fiscal Year
2012 -2O13; and
b. Complete all the work described in this Exhibit A and invoice the City prior to
December 31, 2012.
1892168.1
Consulting Services Agreement between Contract Year 2012 -2013
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EXHIBIT B
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND TRI- VALLEY YMCA
FISCAL YEAR 2012 -2013
�..
Construction /Rehabilitation $ 8,271.00
Permits and Fees $ 0_._..._.
Design $ 0
Engineering $ 0
Acquisition $ 0
Other Soft Costs.(define) $ 0
Subtotal
$
8,271,00
Salaries
$
0
Benefits
$
0
Subtotal
$
0
Supplies
$
0
Print!ng/Copying
$
0
Postage
$
0
Telephone
$
0
Rent and Utilities
$
0
Accounting/Audit
$
0
Other (define)
$
0
Subtotal $ 0
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Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Td- Valley YMCA
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG ")
ADDITIONAL TERMS AND CONDTIONS
I. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
I. The quarterly written reports shall include, but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities /operations.
b. Service area (i.e_, citywide, etc., including applicable
census tracts).
C. 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 of Other Pacific Islander
- White
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American Indian or Alaska Native and
White
Asian and White
- Black or African American and White
- American Indian or Alaska Native and
BIack or African American
- Other (individuals who are not included
above)
Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will assist the City's policy and decision - making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act
and OMB Circular A -128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A -110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City - funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
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Consulting Services Agreement between Contract Year 2012 -2013
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Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS 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 shalt transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non -CDBG expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub -part K (570.600-
570 -612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead -based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub - recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
S. 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.
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B. OMB Circular AA 10, 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
1892168.1
Consulting Services Agreement between Contract Year 2412 -2013
City of Dublin and 7ri- Valley YMCA
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, 2012.
RECI'T'ALS
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, 2012, 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, 2012 and
shall end on June 30 2013. Consultant shall complete the work described in
Exhibit A Scope of Services prior to June 30, 2013 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 2012 -2013
City of Dublin and Axis Community Health Page 1 of 15
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assillnment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A -110 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties f irther agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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City of Dublin and Axis Community Health Page 2 of 15
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B Budget.
• At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
• The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final 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
FY 2012 -2013 Agreement signed by the City and County of Alameda.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT_. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to f u-nish any facility that may involve incurring any direct expense, including but not
limited to computer, long- distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City, Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
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City of Dublin and Axis Community Health Page 4 of 15
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self- insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified maiI, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability, Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. 1173) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12190) Code 8 and 9 ( "any auto "). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
C. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
C. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims -made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims -made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Re uirements.
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 ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self - insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self- insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other mariner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof, and/or
® Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILI'T`IES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
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liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and /or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and . assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and /or employee
contributions for PERS benefits.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A -110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public fiends 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 parry 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 fords 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 AssilIns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose. business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
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in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. if
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code §1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
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
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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I0.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Axis Community Health
L
Sue Compton, Chief Executive Officer
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1011 Intezratio�n, This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and . Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Axis Community Health
Sue Compton, Chief Executive Officer
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EXHIBIT A
SCOPE OF SERVICES
Axis Community Health is seeking funds to support a .25 FTE Enrollment
Specialist to assist in enrolling 300 Dublin residents in health care plans.
Consulting Services Agreement between 2012 -2013
City of Dublin and Axis Community Health
EXHIBIT B
BUDGET
Enrollment Specialist @.25 FTE
-- Salary $ 81475
-- Benefits $ 1,525
Total $103000
Consulting Services Agreement between 2012 -2013
City of Dublin and Axis Community Health
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG ")
ADDITIONAL TERMS AND CONDTIONS
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
activities /operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
C. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who are:
- Low and moderate income
- Low income
- American Indian or Alaska Native
- Asian
Black or African American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and White
Asian and White
Black or African American and White
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American Indian. or Alaska Native and Black or
African American
Other {individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision - making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A -128.
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A -110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City - funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
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 2012 -2013
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, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead -
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub- recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displacement.
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 -1.22, Cost Principles for Non -Profit Organizations.
B. OMB Circular A -I1.0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non -
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub -part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants. and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non - Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments.
Consulting Services Agreement between 2012 -2013
City of Dublin and Axis Community Health
COPY
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, 2012.
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, 2012, 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, 2012 and
shall end on June 30 2013. Consultant shall complete the work described in
Exhibit A Scope of Services prior to June 30, 2013, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
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City of Dublin and Bay Area Community Services Page 1 of 15
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A -110 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
• At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
• The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
FY 2012 -2013 Agreement signed by the City and County of Alameda.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section t.L
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long - distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
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The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self - insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self- insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self- insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liabifily Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. 1173) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12190) Code 8 and 9 ( "any auto "). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
C. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting .
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims -made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims -made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than AXII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self - insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self - insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City . at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and /or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
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liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to .enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with _Applicable Lawn Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition., marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection I.I. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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8.6 Options upon Breach b_y Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
Section 9.
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.
KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be .responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A -110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
101 Attorneys' Fees. if a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
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in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. if
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code §1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
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
City of Dublin.
100 Civic Plaza
Dublin, CA 94568
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05/17/2012 THU 11:41 FAX
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 Bloch Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN Bay Area Community Services
Joni Pattillo Jamie Almanza
City Manager Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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0002/003
W4 No 1:111 : .
SCOPE OF SERVICES
The Valley Wellness center is a community based center serving adults with psychiatric
disabilities. The Center provides empowerment, wellness, educational, prevocational,
and support services four days per week.
The overall budget is reasonable for 10 Dublin residents at $1,000 per client for a year
of comprehensive services. For $1,000 we are able to leverage the Alameda County
Behavioral Health Care Services funding so that the City of Dublin receives
concentrated services to their City residents who are living with mental illness. For
$10,000 from the City of Dublin, the program will promote health and well being for
these residents that will prevent expensive police involvement, psychiatric
hospitalizations, emergency room use, and homelessness to these individuals.
Consulting Services Agreement between 2012 -2013
City of Dublin and Bay Area Community Services
EXHIBIT B
BUDGET
The $10,000 Dublin grant money is targeted for staffing (a percentage of one staffs
salary). Funds will support approximately 13% of the Program directors salary.
Consulting Services Agreement between 2012 -2013
City of Dublin and Bay Area Community Services
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG ")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program., listing of components, description of
activities /operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
C. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who are:
- Low and moderate income
- Low income
- American Indian or Alaska Native
- Asian
- Black or African American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and White
- Asian and White
- Black or African American and White
Consulting Services Agreement between 2012 -2013
City of Dublin and Bay Area Community Services
American Indian or Alaska Native and Black or
African American
Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision - making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A -128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A -110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City - funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
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 2012 -2093
City of Dublin and Bay Area Community Services
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.
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Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub -part K (570.600 - 570 -612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead -
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub - recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 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 2012 -2013
City of Dublin and Bay Area Community Services
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
OPEN HEART KITCHEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and Open Heart Kitchen ( "Consultant ") as of July 1, 2012.
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, 2012, 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, 2012 and
shall end on June 30, 2013. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2013, 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 2012 -2013
City of Dublin and Open Heart Kitchen Page 1 of 15
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A -110 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scone of Services, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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City of Dublin and Open Heart Kitchen Page 2 of 15
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
• At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
• The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2,4 Final 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
FY 2012 -2013 Agreement signed by the City and County of Alameda.
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
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City of Dublin and Open Heart Kitchen 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 timeshects 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 famish 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 2012 -2013
City of Dublin and Open Heart Kitchen Page 4 of 15
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 sell- 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 coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office. Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. 1173) 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 2012 -2013
City of Dublin and Open Heart Kitchen Page 5 of 15
(ed. 12190) Code S 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 (3 0) 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.
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City of Dublin and Open Heart Kitchen Page 6 of 15
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either parry, 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 Reg uirements.
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 ANII.
4.4.2 Verification of__coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, ' certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall finish separate certificates and endorsements
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City of Dublin and Open Heart Kitchen Page 7 of 15
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 Coveral4e. 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
a Terminate this Agreement.
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City of Dublin and Open Heart Kitchen 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
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
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City of Dublin and Open Heart Kitchen Page 9 of 15
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable „ Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
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
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City of Dublin and Open Heart Kitchen Page 10 of 15
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 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval 'of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
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City of Dublin and Open Heart Kitchen Page 11 of 15
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
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City of Dublin and Open Heart Kitchen 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 fiends expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the. examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of 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.
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City of Dublin and Open Heart Kitchen Page 13 of 15
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 Jeri Ram,
the Community Development Director or her designee ( "Contract
Administrator "). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Open Heart Kitchen
Linda McKeever, Executive Director
1141 Catalina Drive #137
Livermore, CA 94550
Any written notice to City shall be sent to:
Community Development Director
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City of Dublin and Open Heart Kitchen Page 14 of 15
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inteexation. 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 Open Heart Kitchen
Joni Pattillo, City Manager l4n4WUeever, Executive Director
Attest:
City Cleric
Approved as to Form:
John Bakker, City Attorney
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City of Dublin and Open Heart Kitchen Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
Open Heart Kitchen will prepare and serve free, hot, nutritious meals on a "dine -
in" or "take -out" basis and distribute Weekend Box Lunches to low - income
residents. Community Development Block Grant (CDBG) funds will not be used
for the Weekend Box Lunch Program.
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 to low
income residents at the Groves and Camellia Place.
1. The Weekend Box lunch Program will prepare and distribute lunches
at schools to low income Dublin children and low income residents at
the Groves.
2. CDBG funds will be used to continue to provide hot meals to low -
income families and adults on a weekly basis at 6444 Sierra Court —
estimate between 100 -150 unduplicated people.
Consulting Services Agreement between 2012 -2013
City of Dublin and Open Heart Kitchen
EXHIBIT B
BUDGET
Budget for Open Heart Kitchen — 2012 -2013
FOOD AND SUPPLIES - $ 89800
Payroll and Taxes $ 1,000
Printing and Telephone $_ _ 200
Total
$10,000
Consulting Services Agreement between 2012 -2013
City of Dublin and Open Heart Kitchen
10,14 ,511�iil[
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG ")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:.
a. Title of program, listing of components, description of
activities /operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
C. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who are:
- Low and moderate income
- Low income
- American Indian or Alaska Native
- Asian
- Black or African American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and White
- Asian and White
- Black or African American and White
Consulting Services Agreement between 2012 -2013
City of Dublin and Open Heart Kitchen
- 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
C. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision- making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A -110, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City - funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
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 2012 -2013
City of Dublin and Open Hears; Kitchen
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer .to City any
CDBG fiends on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non -CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub -part K (570.600 - 570 -612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead -
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub - recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 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 2012 -2013
City of Dublin and Open Heart Kitchen
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SPECTRUM COMMUNITY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and Spectrum Community Services ( "Consultant ") as of July 1, 2012.
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, 2012, 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, 2012 and
shall end on June 30, 2013. Consultant shall complete the work described in
Exhibit A Scope of Services prior to June 30, 2013, unless the term of the
Agreement is. otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
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City of Dublin and Spectrum Community Services Page 1 of 15
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assil4nment_of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A -110 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Six Thousand Four Hundred and Seventy -Five Dollars ($6,475) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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City of Dublin and Spectrum Community Services Page 2 of 15
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
• At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
• The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final 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
FY 2012 -2013 Agreement signed by the City and County of Alameda.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section S, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long- distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
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The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self- insurance program to meet those requirements, but only if the program
of self- insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive all rights of subrogation against the City-and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. 1173) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12190) Code 8 and 9 ( "any auto "). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
C. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (3 0) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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City of Dublin and Spectrum Community Services Page 6 of 15
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 ANIL
4.4.2 Verification of coveralze. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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City of Dublin and Spectrum Community Services Page 7 of 15
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 Coveralze. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof, and /or
® Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
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liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PEAS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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6.2 Consultant „No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with_ Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to . City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal OpportunilY. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and. local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection L L Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assiiznment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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8.6 Options upon _Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A -110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a parry to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
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in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code §1090 et. seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to ,solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by 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
2621 Barrington Court
Hayward, CA 94545
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Michael
Services
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LEA- 1...
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.
Ensure 35 low- income Dublin seniors are registered and receive meals.
2. Deliver a minimum of 3,500+ meals to frail homebound seniors in Dublin. An
average of 18 meals delivered per day.
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Spectrum Community Services
EXHIBIT B
BUDGET
Salary and Benefits and Mileage
Total Budget $6,475
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Spectrum Community Services
EXHIBIT 'C
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG ")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
1. The quarterly written reports shall include, but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities /operations.
b. Service area (i.e., citywide, etc., including applicable
census tracts).
C. Goals - the projected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towards meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who
are:
Low and moderate income
Low income
- American Indian or .Alaska Native
- Asian
Black or African American
- Native Hawaiian or Other Pacific Islander
White
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Spectrum Community Services
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 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
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Spectrum Community Services
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, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead -based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub - recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
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 2012 -2013
City of Dublin and Spectrum Community Services
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 2012 -2013
City of Dublin and Spectrum Community Services
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, 2012,
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, 2012, 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, 2012 and
shall end on June 30, 2013. Consultant shall complete the work described in
Exhibit A Scope of Services prior to June 30, 2013, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
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City of Dublin and Senior Support Services Page 1 of 15
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A -110 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,004) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget._ Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budget.
• At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
• The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
FY 2012 -2013 Agreement signed by the City and County of Alameda.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or arnendment.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon. Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long - distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or.damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
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The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(3 0) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11188) or Insurance Services Office form
number GL 0002 (ed. 1173) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12190) Code 8 and 9 ( "any auto "). No endorsement shall be attached
limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
C. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
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thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims -made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims -made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall finrnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
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4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the .
City's interests are otherwise filly protected.
4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self - insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
.and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
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liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal. policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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5.2 Consultant_ No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
71 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement.
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
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Section 8.
8.1
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
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
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8.6 Options upon Breach 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.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A -110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing parry shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No_Implied.Waiver_of_Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
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in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code §1090 et. seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
Community Development Director or her designee ( "Contract 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
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B. and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Senior Support Program of the Tri Valley
i
Mallene Petersen, Executive Director
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EXHIBIT A
SCOPE OF SERVICES
Case management is a process that assesses, plans, implements, coordinates, monitors and
evaluates the options and services required to meet the senior's health and human service needs
promoting quality and cost effective interventions and outcomes.
1. Provide 22 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 35 seniors with one -time services
Total number of Dublin residents served by this program - 57
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EXHIBIT B
BUDGET
Case Manager $ 7,644
Assistant $ 520
Director /Case Manager $ 1,612
Benefits $ 1,290
Total Budget $10,000
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EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ( "CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
1. The quarterly written reports shall include, but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities /operations.
b. Service area (i.e., citywide, etc., including applicable
census tracts).
C. Goals - the projected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towards meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who
are:
Low and moderate income
- Low income
- American Indian or Alaska Native
- Asian
- Black or African American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and
White
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- Asian and White
- Black or African American and White
- American Indian or Alaska Native and
Black or African American
Other (individuals who are not included
above)
Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will assist the City's policy and decision - making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act
and OMB Circular A -128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A -110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City - funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
Consulting Services Agreement between Contract Year 2012 -2013
City of Dublin and Senior Support Program of the Tri Valley
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, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead -based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub - recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
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.
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 2012 -2013
City of Dublin and Senior Support Program of the Tri Valley
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 2012 -2013
City of Dublin and Senior Support Program of the Tri Valley