HomeMy WebLinkAboutReso 101-11 CDBG Group FundingRESOLUTI~N NO. 101 -11
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF
ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR
FISCAL YEAR 2011-2012 AND APPROVING COMMUNITY DEVELOPMENT BLOCK
GRANT-FUNDED AGREEMENTS WITH AXIS COMMUNITY HEALTH; BAY AREA
COMMUNITY SERVICES; COMMUNITY RESOURCES FOR INDEPENDENT LIVING; 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
$74,284 in Community Development Block Grant funds for Fiscal Year 2011-2012; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2011-
2012, Staff sent out Request for Proposals to solicit interest from agencies in providing services
within the City; and
WHEREAS, from the proposals received, the above listed agencies were evaluated to ~.
best serve the needs of the community; and
WHEREAS, on February 1, 2011, the City Council approved funding for the following
programs for utilization of the City's Fiscal Year 2011-2012 CDBG funds: Axis Community
Health for an Enrollment Specialist; Bay Area Community Services for the Valley Creative Living
Center; Community Resources for Indepen~ent Living for Housing Services; Open Heart
Kitchen for Weekend Box Lunch and Hot Meals Programs; Senior Support of the Tri Valley
Case Management for Low Income Seniors, Spectrum Community Services for the Meals on
Wheels Program; Tri-Valley YMCA for curb cuts and sidewalk ramps; Alameda County Minor
and Major Home Repair Program; Program Administration and the annual contribution for
participation in a regional effort for the acquisition and rehabilitation of the Sojourner House
Homeless Shelter (collectively "the Programs"); and
WHEREAS, the City has prepared Agreements (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 in late May, thereby causing delays for the
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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 2009-2010, 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 2011-2012;
therefore, a copy of Fiscal Year 2010-2011 Agreement was attached to the Staff Report as
Attachment 4; and
WHEREAS, the City Manager has been authorized to sign the Agreement between the
City of Dublin and Alameda County Department of Housing and Community Development when
it is received from the County; and
WHEREAS, on June 21, 2011, the City Council received a Staff Report recommending
that the City now execute Agreements with the above listed agencies for utilization of Dublin's
allocated CDBG funds. The Agreements are included as Exhibits to the Staff Report (Exhibits
A-G) and are hereby incorporated by reference.
NOW, 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 2011-2012 when it is received from the County.
2) Approve the Agreements (Exhibits A- G to the Resolution) with various agencies for use
of the City of Dublin's CDBG allocation of funds for Fiscal Year 2011-2012.
3) Authorize the City Manager to execute the above listed Agreements.
PASSED, APPROVED, AND ADOPTED this 21 st day of June 2011, by the following
vote:
AYES: Councilmembers Biddle, Hildenbrand, Swalwell, and Mayor Sbranti
NOES: None
ABSENT: Councilmember Hart
ABSTAIN: None
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Mayor
ATT T:
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Deputy City Clerk
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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 Julv 1, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development~("HUD") for a Community Development
Block Grant ("CJJBG"} 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
Jul 1 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs"). ,
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.
l.l Term of Services. The term of this Agreement shall begin on 3uiv 1, 2011 and
shall end on June 30 2012. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2012 unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shal) 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 Cot~sultant 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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EXHIBIT A TO
ATTACHMENT 3
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the ~
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section l.l above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB}
Circular A-110 and A-122 (incorporated herein by referencej for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Eight Thousand One Hundred and Sixty Dollars (~8,160) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the
amount of compensation; the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shatl submit a11 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 ancl benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to inctude the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud~et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.; •
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estirriate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
^ The Consultant's signature.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45.days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated :lulv 12, 201 1
Tl~iti date ~~~ill be u~~d,~ted nnce the A~recment is si~ncd I~eh~een thc Cih' ~+nd
County•
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement. ~
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
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entire Agreement, uriless 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 incuned for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EOUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE 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. Consuliant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
. satisfactory in a!1 respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the terni of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained ali insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
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4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirerrients, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for ~ risks associated with the work contemplated by this
Agreement. If a~ Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scone of covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
nuznber GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
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(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
lirniting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
` a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with ~respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
~ respect to the City and its officers, officials, employees and
volunteers, and that no insurance or setf-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 shal! state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and -expense, shall
mainfain 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' enors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $ I 50,000 per
claim. ~
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4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the~ policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the wark, 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 A~reement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptabilitv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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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 Deductibfes and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-.insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera~e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
^ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
^ Terminate this Agreement.
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Section 5. INDEMNIFICATION AND CONSULTAN.T'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 a11 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
harnlless clause. This indemnification and hold hannless 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, Consultarit acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under tliis 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 behatf 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 contraetor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the .means by which Consultant accomplishes services
rendered pursuant ta 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 em.ployment
by City, including but not limited to eligibility to enroll in the California Public
s Employees Retirement Sys#em (PERS) as an employee of City and entitlement to
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any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shali
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 R.EQUIREMENTS.
7.1 Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with A~plicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
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Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period. ~
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the. proposal,
without prior written approval of the Contract Administrator.
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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 unon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to, this
Agreement;
8.6.3 Refain 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 Iimited 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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disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreeznent, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and AssiEns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper. ~
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10.7 Conflict of Interest. Consultant may serve other cIients, but none whose
activities within the corporate limits of City or whose business, regardless of
iocation, 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 seg. ~
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) nnonths, an employee, agent, appointee, or official of the City. If
Consultant was an employee; agent, appointee, or official of the City in the
previous twelve months, Consultant wanants that it did 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 compensatian 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.
109 Contract Administration. This Agreement shall be administered by Jeri Ram,
the Community Development Director or her designee .("Contract
Administrator"). All conespondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Axis Community Health
Sue Compton, Chief Executive Officer
4361 RaiIroad Avenue
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Community Development Director
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community- Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Axis Community Health
~~ W v+•aA ~~r~r~-
Sue Compton, C ief Executive Officer
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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EX~IIBIT A
SCOPE OF SERVICES
Axis Community Health is seeking funds to support a.23 FTE Enrollment
Specialist to assist in enrolling 250 Dublin residents in health care plans.
Consufting Services Agreement between 1011-Z01Z
City of Dublin antl Axis Community Health
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EXHIBIT B
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH
FISCAL YEAR 2011-2012
Budget for Dubiin City Grant
Construction/Rehabilitation $
Permits and Fees $
Design s
Engineering S
Acquisition S
Other Soft Cosfs (define) $
Subtotal S
Salaries . $
6,937
Benefits $ 1,223
Subtotal $ s.sso
Supplies S
Printing/Copying 5
Postage S
Telephone 5
Rent and Utilities S
Accounting/Audit $
Other (define) $
Subtotal S
BllDGET PREPARED BY
NAME and TITLE: Sue Compton, CEO
CONTACT PHONE: ~925~ 201-6005
CONTACT EMAIL: _scompton@axishealth.org
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EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the fo[lowing:
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 A£rican American
- Native Hawaiian or Other Pacific Islander
- White
- American Indian or Alaska Native and White
- Asian and White
- Black or African American and White
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- American Indian or Alaska Native and Black or
' African American
- Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers. '
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A=110, with prior
approval or consent of City. ~
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program iricome from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, sha11 continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor sha11 comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 5.70.502 as applicable to governnnental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement. ~
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5. REVERSION OF ASSETS
A. Upon. the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K(570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, ~
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uriiform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement. .
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in cornpliance 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 Requizements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments.
Consulting Services Agreement between 2011-2012
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
BAY AREA COMMUNITY SERVICES
THIS AGREEMENT for consulCing services is made by and between the City of Dublin
("City") and Bay Area Community Services ("Consultant") as of Julv 1, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
Julv 1, 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Comrriunity 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 begi~ on Julv 1, 2011 and
shall end on June 30, 2012. Consultant shall complete the work described in
Exhibit A, ScoUe of Services prior to June 30, 2012, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
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EXHIBYT B TO
ATTACHMENT 3
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to sat'isfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ei~ht 'Thousand One Hundred and Sixty Dollars ($8,160) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the
amount of compensatiori, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG fiuids 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, incIuding 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 r.esponsibility for such
contributions beyond compensation required under this Agreement.
Z.1 Budget. Consuttant 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 tinie sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scoue of 5ervices.
~ The Consultant's signature.
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated Julv 1, 2011.
This date witl be undated once the A~reement is si~ned behi~een the City and
Coun .
2.5 Total Pavment. City shall pay for the seryices to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. Cify shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
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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 Pavment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
t~es. .
2.7 Pavment uUon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities. .
Section 4. INSURANCE REOUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
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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 pravisions 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 occunence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial . General Liability Insurance or an
Automobile LiabiliTy form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shal]
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scone of covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Compreherisive General Liability. Automobile coverage shall be at least
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as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9(".any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned; leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
_ coverage.
d. A.ny . failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liabiiity 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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4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City. .
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
aze 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.
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 minirnum 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 Po(icaes Requirements.
4.4.1 Acceptabilitv of insurers. All insurance reyuired by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person . authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
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4.4.3 Subcontractors. Consultant shall include -all subcontractors as insureds
under its poiicies 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 connmercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles aod 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 cailed for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera~e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. Tn addition to any other rennedies 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 wark and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
^ Terminate this Agreement.
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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 fo 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 Consultanf 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
hannless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personriel pursuant to Subparagraph 13; 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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any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance witb 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 govemmental 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 tliat 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 Nondisca-imination 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 nondiscriznination in employment,
contracting, and the provision of any services that are the subject of this
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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 sigried
by all the parties.
8.4 Assi~nment and Subcontracting. City and Consultant recognize ~and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a deternunation 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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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 Ontions 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 unfinashed 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 S'TATUS 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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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 Insnection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00); the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory _relief, to enforce. or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Imqlied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi~ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
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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 Polifical 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 conespondence sha11 be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant sha11 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
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City of Dubliri
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo
City Manager
Bay Area Community Services
J ie Almanza
Ex cutive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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EXHIBIT A
SCOPE OF S~RVICES
Valley Creative Living Center is a community based day program serving
adults with psychiatric disabilities. The program is open Tuesday,
Wednesday, and Thursday providing social, educational and prevocational
activities. The program provides needed structure and support to assist these
individuals in their recovery and reintegrate into tlie community through
paid or volunteer jobs and school.
Benchmarks:
1. Serve a minimum of 10 very low and low income Dublin residents with
psychiatric disabilities
2. Provide ongoing day rehabilitation services three days per week, year round
3. Provide the opportunity for prevocational and employment services to 10
Dublin residents.
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EXHIBIT B
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND A~S COMMUNITY HEALTH
FISCAL YEAR 2011-2012
~udget for Dubiin City Grant
Construction/Rehabilitation $
Permits and Fees S
Design S ~
Engineering S
Acquisition $
Other Saft Costs (define) S
SubtOtal S
Salaries $ 8,160
Benefits S
Subtotal S s,s~o
Supplies S
Printing/Copying ' $
Postage ' S
Telephone S
Rent and Utilities S ~
Accounting/Audit $
Other (define) S
Subtotal S
BUDGET PREPARED BY
NAME and TITLE: John Kaso, CFO
CONTACT PHONE: 510-31&6135
CONTACT EMAIL: jkaso@bayareacs.org
153
EXHIBIT C
COMMUNITY D~VELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TEI~MS AND CONDTIONS
PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
The quarterly written reports shall include, but shall not be limited. to the
following data elements:
a. Title of program, listing ~ of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified ~ goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who are:
- Low and moderate income ~
- Low income
- A.merican 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 reyuirements 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 tertninates its participation in the Urban
City, shall continue to be program income of the Urban City..
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Sectiori 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
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5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in , whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K(570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) . Environmental Standards, 3) National Flood Insurance Program, ~
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 bilinguat 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.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
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CONSULTING SERVICE5 AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRIL)
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Community Resources for Independent Living ("Consultant") as of July 1, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. 'I'he City will be a party-to an agreement with the County of Alameda, to be dated
July 1, 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs"). .
3. Consultant desires to perform services, described in E~chibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
~
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2011 and
shall end on June 30, 2012. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2012, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate. the Agreement, as
provided for in Section 8. _
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
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EXHIBIT C TO
ATTACHMENT 3
IS~
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shalI 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 procurernent
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Five Thousand One Hundred and Thirtv Dollars ($5,130) notwithstanding any contrary
indicatioris that may be contained in Consultant's proposal, for services to be performed and
reiinbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding .the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to .this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to C.onsultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions andlor annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.I ~ud~et.__ Consultant shall request compensation consistent with the budget
provided and included as Exhibit B. .
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City of Dublin and CRI~ Page 2 of 15
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense; ~
^ The total number of hours of work performed nnder the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scone of Services. ~
^ The Consultant's signature.
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from . the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last irivoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated July 1, 2011.
This date may change when the Agreement is signed by the City and County.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for~ any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL Page 3 of 15 ~
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entire Agreement, unless the Agreement is modified priar to the submission of
such an invoice by a properly executed change order or amendment.
2.6 Pavment of Taxes. Consultant is solely responsible for the payment of
employment talces incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavment uuon Tercnination. 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
incuned to that date.
2.8 Authorization to Perfortra 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 EQiJIPMENT. 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 fumish physical facilities such as desks, filing cabinets, and eonference 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 comp.uter, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not .allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL Page 4 of 15 _
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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 ($I,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 sha11 state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to, the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits, ~
~.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
~ Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice , the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scoue of covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Of~ce Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive,General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
Consulting Services Agreement between . Contract Year 2011-2012
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(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
` behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used ~by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is grimary insurance with
respect to the City and its off'icers, 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 off'icers, 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 I.iability 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' erroTS and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $15.0,000 per
claim.
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4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown .and must be
before the date of the Agreement. .
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost ~and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not reriew 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 Accentability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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City of Dublin and CRIL Page 7 of 15
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for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
4.4.4 Varaation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected. ~
4.4.5 Deductibles~ and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with .a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in CoveraEe. ' In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedaes. 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 foi ConsultanYs breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
^ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
^ Terminate this Agreement.
Consulting Services Agreement between Contract Year 2011-2012
Ciry of Dublin and CRIL Page 8 of 15
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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmiess 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 strictty 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 off'icers, 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 hannless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification 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 consideratiori.
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 CONSiJLTANT.
6.1 Tndependent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. . Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and erititlement to
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL Page 9 of 15
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any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governin~__Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 .Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing,. Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opqortu~nitv. 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, ap,plicant 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 alI 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 CRIL Page 10 of 15
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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. TERiVIINATION 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 ariy
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. Similazly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence., experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
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City of Dublin and CRIL Page 11 of 15
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8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepazed 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 prepazes 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 chazges for services or expenditures and
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL Page 12 of 15
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disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or, documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) yeazs 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. T'he waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi~ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper. ~
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City of Dublin and CR1L Page 13 of 15
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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 off'icer or employee of City shall have any financial interest
in this Agreement that would violate Califomia 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, oz off'icial 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 conespondence shall be directed to or through the Contract
Administrator or his or her designee. .
10.10 Notices. .Any written notice to Consultant shall be sent to:
Community Resources for Independent Living (CRIL)
Sheri Burns, Executive Director
439~A Street .
Hayward, CA 94541
Any written notice to City shall be sent to:
Community Development Director
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City of Dublin and CRIL ~ .Page 14 of 15
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and, Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral. .
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Community Resources for Independent
Living
',~_.._--
~Sher'. s, Executive Director
Consulting Services Agreement between Contract Year 20i 1-2012
City of Dublin and CRIL Page 15 of 15
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EXHIBIT A
SCOPE OF SERVICES
Provide 5 Dublin residents with disabilities improved access to services and increased
independence through independent living service refenals and training, peer support,
local outreaches, participation in Tri-Valley fairs~and festivals, workshops and classes,
direct mailings, and collaboration with other Tri-Valley agencies. Indirect Independent
Living assistance and Information and Referrals will be provided to 20 more residents.
2. Provide 5 Dublin residents with improved access to Housing through housing counseling
and referral, application assistance, budgeting and credit counseling, landlord mediation
and/or SOS and housing transition fund application assistance. Indirect Housing
assistance and information and referrals will be provided to 10 more residents.
3. Provide :15 businesses, community based organizations and government agencies with
disability and access information and refenal and technical assistance.
Total overall number of Dublin residents to be served by this program - 55
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL
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EXHIBIT B
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND CRIL
FISCAL YEAR 2011-2012
Budget for Dubiin City Grant
Constructlon/Rehabilitation S
Permits and Fees $
Design S
Acquisition $
Other Soft Costs (define) $ ~
Subtotal g
Salaries S 3,662
Benefits $ 948
Subtotal
Supplles
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit/Outside
Services
Other- lnsurance
Other -Dues, Books and
PuBllcatlons,
Subtotal
$ 4,610
$ 50
$ 29
$ 28
$ 124
$ 14
$ 194
$ 63
$ 18
5
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City of Dublin and CRIL
153
EXHIBIT C
COMMU1vITY DEVELOPMENT BLOCK GRANT ("CD~G")
ADIDITIONAL TERM,S 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; additiona]ly,
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
~onsulting Services Agreement between Contract Year 2011-2012
Ciry of Dublin and CRIL
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- American Indian or Alaska Native and
White
- Asian and White
- Black or African American and White
- American Indian or Alaska Native and
~ Black or African American
- Other (individuals who are not included
above)
- Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
- Female Headed Households
e. Other data as required by City.
2. T'he 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 evaiuation, 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.
UNIFORM ADMINISTRATIVE REQUIREMENTS
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Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTNITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, ~ Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circulaz A-110, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
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City of Dublin and CRIL
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C. Paragraph (b) of Section 570.502 of sub-part J~ of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative Agreements with State and Local
Governments
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and CRIL
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CONSULTING SERVICES AGREElVY~EN'T BETWEEN
THE CITY OF DUBLIIOT AND
OPEN Y~EART 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, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
Julv 1, 2011, whereby certain Community Development Block ('rrant ("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 aze CDBG Programs.
4. City desires that such services be performed by Consuttant, and Consultant
Agiees to render such services, as more particularly set foi~li in tliis Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Ezhibit
A at the time and place and in the manner specified therein.. In the event of a conflict in or
inconsistency between the terms of tlus Agreement and Exhibit A, the Agreement shall prevail.
1:1 Term of Services. The term of this Agreement shall begin on July 1, 201A and
shall enal on June 30, 2012. Consultant shall complete the work described in
Ezhibit A, Scone of Services prior to Jume 30, 2012, unless the term of the
Agreement is otherwise terminated or eactended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shali not affect the City's right to tenminate the Agreement, as
provided for in Section 8.
1.2 Standa~d of Perforntance. 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 ~requued by this Agreement -in a substantial, first-
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EXHIBIT D TO
ATTACHMENT 3
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class manner and shali conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
13 Assi~nment of Personnel. Consultant shall .assign only competent personnel to
perform services pursuant to this Agreement: In the event that City; in its sQle
discretion, at any time during the term of this Agreement, desires the
, reassignment of any such persons, Consuitant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Tune. Consultant shall devote such time ta the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder. ~
1.5 Procurement Procedures. Consultant is required to comply w'ith tlie
~ procurement procedures of the Office of Management and Budget (OMB)
Circulaz A-110 and A-i22 (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
F.i~t Thoasand One Hundred and Sigtv Dollars ($8,160) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as 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 ti.me 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 fierei.n. Except as specifically autliorized by City, Consulta.nt shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant undez
this Agreement is based upon Consultant's estimated costs of pmviding the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or 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,~ Iavoices. Consultant sha11 submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
~ Serial identifications of progress bills; i:e., Progzess 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 Ezhibat B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets sha11 be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursabie expense;
+ The total number of hours of work performed under the Agreement by
Consultant and eacb 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 Ezhibit A, Scone of Services.
^ The Consultant's signature.
2.3 Monthiv Pavmenk City shall make monthly payments, based on invoices
received, for services satisfactoriiy 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 Consuitant. .
2.4 Fanal Pavment. City sha11 pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated July 1, 2011
This date may changed ~when the contracts are signed by the City and
County..
2.5 7Cota1 P~vment City sha11 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 puzsuant
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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entire Agreemerit, unless ttle Agreement is modified prior to t2ie submission of
such an invoice by a properly executed change order or amendment.
2.6 Pavment of Tazes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8; the City shall compensate the Consu.ltant
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 da.te.
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 undez 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 tlie inforniation in possession of tlie City. T1ie loca~ion, quaatiry, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to fumish any facility that may involve incurring any direct expense, including but not
li.mited to computer, long-distance telephone or other communication charges, vehicles, aad
repzoduction 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 inc~~r~ce
satisfactory in all respects to the City. Consultant shall maintain the insurance policies reguired
by. this section throughout the term of this Agreement. The cost of such insurance sha11 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 requi.red insurance
shall be submitted and made part of this Agreement prior to execution.
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4.1 i~Vorkers' Co~pensation. Consultant shall, at its sole cost -and expense,
maintain Statutory VJorkers' Compensarion 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 providecl with limits of not less than ONE MIi,LION
DOLLARS ($1,000,000.00) per accident. In the altema#ive, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies ~ully with the pzovisions of the California Labor Code.
Deter~unation of whettier a self-insurance program meets t}ie staridaazds of the
Labor Code shall be solely in the discretion of the Contr~act 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 sha11 state that coverage shall not be canceted 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 ComanerciaLGeneral.and_Automobilel.i~bilitxlnsuraace.
4Z.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 atnount 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 sepazately to the work
to be performed under ttus 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 resulti.ng therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Miinimum scope of covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering.comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
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(ed. 12/90) Code 8 and 9("ariy auto'~. No endorsement shall lie attached
limiting the coverage.
4.23 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
bebalf of Gonsultant, 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. Tlie insurarice sliall 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
pmvisions 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.
43 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering. the
licensed professionals' errors and omissions_ ~
43.1 Any deductible or self-insured retention shall not exceed $150;000 per
claim.
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4:3:~ 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, retum receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or s~v~rability 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
e~ended reporting coverage for a min;mum of five years after
completion of the Agreement or the work. The Cifiy shall have the
right to exercise, at the Consultant's sole cost and expense, any
e~ended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the clai.m reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies 12equirennents.
4.4.1 Acceptabilitv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4:4;2 Verification _ of covera~e. Prior to begin.ni.ng 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 aze 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 ti.me.
4.4.3 Subcontr~ctors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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fotr 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.
4i4~5 Deductibles and Self-Insnred 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 ari increase in .deductilile or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera~e. In the event that any coverage
required by this section is reduced, lunited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's eazliest 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 tlie extent
and withi.n the time herein required, City may, at its sole option exercise any of
the followi.ng remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
~ Otitain such insurance aud deduct and retain tlie arriount of tlie prenuums 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.
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Sectio~ 5. IlVDEMNI~`ICATI~N AND CONSULTANT'5 RE~PONS~ILI'1~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 a111osses,
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
~oregoing 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 i.n 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 l~armless 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 Emplayees Retirement System (PERS) to be eligible for enrolltrient in PERS as
an employee of Ciry, 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 contributians, which would otherwise be the responsibility of City.
Section 6. STEITUS O~' CONSiTLTAl~TT.
6.1 Independent Contractor. At all times during .the #erm of this Agreement,
Consultant shall be an independent contractor and sball not be an employee of
City. City shall have the right to control Consultant only insofaz as the results of
Consultant`s services rendered pursuant to tlus Agreement and assigament of
personnel pursuant to Subparagraph 1.3; however, otherwise City sha11 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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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 ~ity in any capacity
whatsoever as an agent. Consultant sha11 have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 GoverninQ Law. The laws of the State of California shall govem this .
Agreement.
7.2 Comnliance with Avplicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Govern~ental Re~ulations. To the extent that this Agreement ma,y be
funded by fiscal assistance from auother 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 Temis 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 aze legally
required to practice their respective professions. Consttitant represents and
warrants to City that Consultant and its emplayees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all tinaes during the term of
this Agreement any licenses, pernuts, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcon~ractors shall obtain and maintai.n duririg tlie term of ~liis Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and EQual Onportunitv. Consultant shall not discrim~inate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital sta.tus, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs pmvided 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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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. TERNYINATION AND MODIFICATION.
8.1 Ter~ination. 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 soflware, 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 Egtension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that proyided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant wnderstauds 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. Similazly, 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 annend this Agreement only by a writing signed
by a11 the parties.
~4 Assi~npnent 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 reputa.tion 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 th~ subcontractors noted in the proposal;
without prior written approval of the Contract Administrator.
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8.5 Survival. All obligations arising prior~to the temunation of tlus Agreement and
all proyisions of this Agreement allocating liability between City and Consultant
shall survive the temunation of this Agreement.
8.6 Options upon Breach by Consaltan~ 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 Imniediately termiriate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Ezhibit A
not fwished by Consultant; or
8.6.4 Chazge Consultant the di.fference between the cost to complete the work
described in Ezhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9: KEEPING AND STATIJS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any otlier documents or materials, 'vi electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shali be the property of the City.
It is understood and agreed that the documents and other materials, includi.ng but
not lunited to those described above, prepazed pursuant to tliis Agreement are
prepared specifically for the City and aze not necessarily suitable for any future or
other use. City and Consultant ~agree that, until fmal approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties: .
Consultant shall be responsible for mai.ntaining all records pertaining to this
Agreement, including subcontracts and expenditutes, and all other financial and
property records in conformance with OB circulaz 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 chazges for services or expendiiures and
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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 Califomia Govemment 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 exami.nation 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 fmal payment under the
Agreement.
SecNon 10 NIISCE]LLANEOUS PROVISIONS.
10.1 Attornevs' I+ees. If a party to tliis Agreement brings any action, including an
action for declazatory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be erititled 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 sepazate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision
of th.is 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 sha11 not void or affect the
validity of any other provision of this Agreement.
10.4 No Iffiplied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breacfi of that term or
any other term of this Agreement.
10.5 Successors and Assisns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit ali reports,
written studies and other printed material on recycled paper to the e~ent it is
available at equal or less cost than virgin paper.
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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
810Q0 et seq.
Consultant shall not employ any City official in the work performed pursuant to
t}us 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, oz official of the City: If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant wamants that it did not participate in any
manner in the forniing of this .
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code §1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimliurse tlie C'ity for any sums paid to tlie Consultarit. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Govemment Code § 1090 and, if applicable, will be
disqualified from holding public office in the 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 ("Contxact
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 Ca#alina Drive #137
Livermore, CA 94550
Any written notice to City shall be sent to:
Community Development Director
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eiiy of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Ezhibit A, the budget attached hereto and incorporated
herein as Eahibit B, and the Community Development Block Grant Additional
Terms and Conditions as Eghibit C represents the entire and integrated
agteement between City aiid Consultaut and supersedes all prior negbtiatibns,
representations, or agreements, either written or ora1.
CITY OF DUBLIN Open Heart Kitchen
,~,
Joni Pattillo, City Manager Lmda cKeever, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attomey
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EXHIBIT A
SCOI'E OF SERVICES
Open Heart Kitchen will prepare and serve free, hot, nutritious meals on a"dine-
in" or "take-out" basis and distribute Weekend Box Lunches to low-income
residents. ~
Hot meals are served at 6444 Sierra court. Also, through the Weekend Box Lunch
Program, lunches are dropped off to several Dublin Title one schools and low
income residents of the Groves and Camellia Place.
>
1. The Weekend Box lunch Program budget for 2011-2012 is to prepare
and distribute 35,4001unches to low income Dublin children and low
income residents at the Groves.
2. Continue to provide hot meals to low-income families and adults on a
weekly basis at 6444 Sierra Court - estimate between 100-200 people
(9,918 meals). The $8160 Dublin funding will pay for 4060 meals.
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E~~~ B
BUDGET
Budget for Open Heart Kitchen.- 2011-2012
FOOD AND SUPPLIES - $8,160
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City of Dublin and Open Heart Kitchen _
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COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONTTORING AND EVALUATION
A. Contractor sball be monitored and evaluated in. terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
e~ficient achievement of the Pragram Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
l. The quarterly written reports sha11 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 zeport period). In addition, identify by
percentage and description, the progress achieved towazds meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of d'uect beneficiaries.
ii) Percent of to#aI number of direct beneficiaries who aze:
- Low and moderate income
- Low income
- American Lndian or Alaska Native
- Asiart
- 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 Seroices Agreement between 2011-2012
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- ~merica~ Indian or Ataska Native aud Black or
African American
- Other (individuals who are not included above)
- Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
- Female Headed Households
e; Qther data as required by City.
2. The quarterly report shail be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program yeaz 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 aud managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Cucular ~1-~28.
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 Circulaz 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 ADNIIlVISTRATIVE 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 perfornnauce of tlus Agreement.
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City of Dublin and Open Heart Kitchen
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~_ ~VERSION OF ASSETS
~. Upon the expiration of this AQreement. Contractor shall transfer to City an~
v~~ ~d~ ~g ~,~i ~e flf expiration and any accounts receivable
attributable to tlie use of CDBC'r funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
fun~s must be used to meet one of the nationa~ objeciives for a minimum oz nve
y~ears after the expirarion of ttus Agreement or disposed of in a manner that results
i~ City being reimbursed at fair mazket value less value attributable to non-CDBG
exgenditures.
6. OTI-~R PROGRAM REQ~~it~~~ ~ ~
Contractor certifies that it will carry out each activity in compliance with a11 Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K(570.600-5?0-6~2} a~d relates
to a1 r,quai r,mgioymen.t t:lpportunity Practices Provisions; b) Faar Housing, c) Labox
Standards, d) Environmental Standards, 3) National Flood Insurance Program; fl
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipienfs, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displacement. ~ .
7. BILINGUAL ASSTTANCE
ezmtractor will provide bilingual professional staff as n~eiiecl to s~rve 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 Circulaz 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.
~. Section 44.6 of 24 GFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Admin.istrative Requirements for Grants and
Cooperative Agreements with Sta.te and Local Governments.
Consulting Services Agreement beiween 2011-2012
City of Dublin and Open Heart Kitchen
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SE1vIOR SUg'PORT PROGRAM OF THE THE TRI-VALLEY
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Senior Support Program of the Tri-Valley ("Consultant") as of July 1, 2011.
RECITAL5
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Develapment
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SE1tVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described iri the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Terxn of Services. The terin of this Agreement shall begin on July 1, 2011 and
shall end on June 30, 2012. Consultant shall complete the work described in
Exhibit A, Scoue of Services prior to June 30, 2012, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
grovided 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 zn a substantial, first-
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and Senior Support Services Page 1 of 15
EXHIBIT E TO
ATTACHMENT 3
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class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circulaz A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Six Thousand Three Hundred and Fiftv Dollars ($6,350) notwithstanding any contrazy
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 regazding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud~et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B. '
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
^ The Consultant's signature.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incuned. City shall have 45 days from the receipt of an invoice that
complies with all of tlie requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated July 1, 2011.
This date may change when the contracts are sigi~ed b}~ the City and County..
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incuned by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, furtlier, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
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City of Dublin and Senior Support Services Page 3 of 15
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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 similaz federal or state
taxes.
2.7 Pavment upon Termination. In the event that the City or Consultant ternunates
~ 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 terminatiori.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incuned to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILI~IES AND EQLTIPMENT. 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 coz~sulting 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.
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City of Dublin and Senior Support Services Page 4 of 15
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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 tiy 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 altei~native, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code:
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability irisurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Comrnercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance 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
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(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
~ insurance coverage or added as an endorsement to the policy:
, a. City and its officers, employ,ees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability azising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage. ~
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MLLLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and om.issions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
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4.3.2 An endorsement shall state that coverage shall not be suspended, voided, .
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a_ The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five yeazs after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Reauirements.
4.4.1 Acceptabilitv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraee. 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
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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 aze 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 retendons and
deductibles before begin'ning 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, guazanteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveraee. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no. case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and aze not the exclusive remedy for Consultant's breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
^ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; andlor
^ Terminate this Agreement.
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Section 5. INDEM1vIFICATION AND CONSiJLTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is deternuned 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
penaities and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Indenendent Contractor. At all tunes during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have tlie right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to. Subparagraph 1.3; however; otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not~ qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensakion, 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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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
whatsaever 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 REQLTIREMENTS.
7.1~ Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with A~nlicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from.another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing,. Consultant and any
subcontractors shall comply with the Commu~ity Development Block Grant
Additional Terms and Conditions attached hereto as Exliibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its emplvyees, agents, and any subcontractors have all licenses,
pernuts, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunit~ Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Corisultant
shall comply witli a11 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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Section 8.
8.1
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
TERMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of term.ination, 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
maxirrium amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
~.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assi~nment 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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8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement~ allocating liability between City and Consultant
shall survive the termination of this Agreement. _
8.6 Outions upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;.
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
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 Iimited to those described above, prepared pursuant to this Agreement are
prepared speci~cally 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 aze 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 oc
documents evidencing or relating to charges for services or expenditures and
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disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement. ~
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action ~against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 5everabilitv. If a court of competent jurisdiction finds oz rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi~ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Rec~cled Products. Consultant shall prepare and submit all reports,
written studies and other printed materiai on recycled paper to the extent it is
available at equal or less cost than virgin paper. .
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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 fornung 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
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CTTY OF DUBLIN
Joni Pattillo, City Manager
Senior Support Program af the Tri Valley
~ ~y ^~
Mar ene Petersen, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
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EXHIBIT A
SCOPE OF 5ERVICES
Case management is a process that assesses, plans, implements, coordinates, monitors and
evaluates the options and services required to meet the senior's health and human service needs
promoting quality and cost effective interventions and outcomes.
1. Provide 14 Dublin senior citizens with case management services that will foster
independence, promote safety and well being, preserve dignity and improve
quality of life.
2. Reach 21 seniors with one-time services
Total number of Dublin residents served by this program - 35
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EXHIBIT B
BUDGET
CD~G Grant Totaf Program Budget
Capital Expenses
Construction/Rehabilitation $ $
Permits and Fees $ $
Design $ $
Engineering $ $
Acquisition $ $
Other Soft Costs (define) $ $
S u btota I ~ ~
Personnel Expenses ~
Salaries $ 4,784.00 $4784.00
Benefits $ 1,290 $1,290
Subtotal $ 6,074 $6,074
Qperating Expenses
Supplies $ $
Printing/Copying $ $
Postage $ $
Telephone $ $
Rent and Utilities $ $
Accounting/Audit ~ $ 276 $276
Other (define)Mileage $
S u btota I ~ ~
TOTAL . $ 6,350 $ 6.350
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EXHIBIT C
CONIMUNITY 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 Circulaz 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 ADMINISTRATNE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
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4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standazds, 3) National
Flood Insurance Program, fl Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Pro~t 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 7 of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with Siate and Local Governments.
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D. Section 44.6 of 24 . CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative . Agreements with State and Local
Governments
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CONSULTING SERV~CES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SPECTRUM COMMUIVITY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Spectrum Community Services ("Consultant") as of July 1, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community, Development Act of 1974.
2: The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described. in 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 particulazly 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 tenms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2011 and
shall end on June 30, 2012. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2012, unless the term of the
Agreement is otherwise ternunated 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 standazds observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultarit
shall prepare all work products required by this Agreement in a substantial, first-
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EXHIBIT jF,'TO
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class manner and shall conform to the standazds of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of Crty, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Five Thousand and Ten Dollars ($5,410) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, attached as E~ibit A, Scope of Services regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for sezvices rendered pursuant to this
Agreement at the time and in the manner set forth herein. All compensation is dependent on
receipt of CDBG funds from the County of Alameda. The payments specified below shall be the
only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by Cify, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud~et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budset.
^ 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 Ezhabit A, Scope of Services.
^ The Consultant's signature.
2.3 Monthlv Pavment. City sha11 nnake monthly payments, based on invoices
' received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement
~ within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated July 1, 2011.
This date may change when the Agreement is signed by the City and County.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuarit 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 aznount in excess of the
maximum amount of compensation pxovided above either for a task or for the
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entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.b Pavment of 'Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
t~es.
2.7 Pavment u~on Termination. In the event that the Ciry 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. FACILI'I'IES AND EQUIEMEIVT. 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 sha11 furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing zecords 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 commusucation charges, vehicles, and
reproduction facilities.
Section 4. INSUdtANCE REOUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims _for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agzeement prior to execution.
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4.1 Workers' Comnensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed d'uectly 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 pro~ided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General reauirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of ~ this Agreement in an~amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated . with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of covera~e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form, CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability fonn CA 0001
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(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
co~erage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' enors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
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4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages ,
aze written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agieement.
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 fozrn with a retroactive date that
precedes the date of this Agreement, Consultant must provide
e~ended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
- a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein. ~
4.4.4 Variatioa~. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,.
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera~e. In the event that any coverage
required by this section is reduced, limited, or ~ materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
^ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant detnonstrates compliance with the requirements
hereof; andlor
^ Terminate this Agreement.
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Sectiou 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harniless 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 chazacter 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 sha11 indemnify, defend, and hoid harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Indenendent Contractor. At all times during the term of this Agreement,
. Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not ~have
the right to control the means by which Cansultant 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 a11 claims to, any compensation, benefit, or any incident of employment
by City, including but riot limited to eligibility to enroll in the Califomia Public
Employees Retirement System (PERS) as an employee o£ City and entitlement to
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any contribution to be paid by City for employer contributions andlor employee
contributions for PERS benefits.
6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governin~ Law. The laws of the State of California sha11 govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Re~ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
pemuts, qualifications, and approvals of whatsoever nature that are legally
requiz'ed 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, pernuts, 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 Opportunaty. 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, maxital status, sex, or sexual
orientation, against any eniployee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or progxams 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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Agreement, including but: not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of th.is 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 £or
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or a11 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
sha11 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 ainount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period. ,
8.3 Amendments. The parties may amend this Agreement only by a writing• signed
by all the parties. ~
8.4 Assi~nment and. Subcontractin~. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shali 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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8.5 Survival. All obligations arising prior to the termination of this Agreement and
a11 provisions of this Agreement allocating liability between City and Consultant
shall survive the ternunation of this Agreement.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement; ~
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfuushed 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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disbursements chazged 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 fmal payment
to the Consultant to this Agreement.
9.3 Insnection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, andlor copying at any time during regular business hours, upon
~ oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. Tf a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
'' this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in fitll 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 constiiute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepaze and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and Spectrum Community Services Page 13 of 15
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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 financiai 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, Consultarit 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
Adzninistrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Spectrum Community Services
Michael Sweeney, Executive Director
1435 Grove Way
Hayward, CA 94566
Any written notice to City shall be sent to:
Community Development Director
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City of Dublin and Spectrum Community Services Page 14 of 15
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte~ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Eghibit S, 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 Spec Community Services
Joni Pattillo, City Manager Mic ael w ne , Execut ve irector
Attest: ~
Gity Clerk
Approved as to Form:
John Bakker, City Attorney
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EXHIBIT A
SCOPE OF SERVICES
Grant funds will support the Home-Delivery Driver's salary and benefits and mileage while
delivering each meaI to homebound Dublin seniors.
Ensure 351ow-income Dublin seniors are registered and receive meals.
2. Deliver a minimum of 4,500 meals to frail homebound seniors in Dublin. An
average of 18 meals delivered per day.
Consulting Services Agreement between Contract Year 2011-2012
City of Dublin and Spectrum Community Services
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EXHIBIT B
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND AXIS COMMUlYITY HEALTH
FISCAL YEAR 2011-2012
Budget for Dublin City Grant
Construction/Rehabilitation $
Permits and Fees $
Design $
Engineering $
Acquisition $
Other Soft Costs (define) $
Subtotal S
Salaries 5 2,232
Benefits $ 833
Subtotal $ 3.065
Supplies ~ $
Printing/Copying $
Postage S
Telephone $
Rent and Utilities $
Accounting/Audit $
Other (mileage) $ 1.945
Subtotal S 1.945
a `~~i~'~~~~~"' .~ ~~"re~ .. ~l~~~^~ ~~~
._~40~,~~TA,L' '~.~~~.~~~~~, ~$ _ `~ _ 5°010~ ._.! ~'~ ~;:
~
BUDGET PREPARED BY
NAME and TITLE: Leita Cima~ra - Controller
CONTACT PHONE: (510~881-0300 x 218
CONTACT EMAIL: Icimarra@soectrumcs.or~
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]EXHIBIT C
COMMUlVITY 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 pxojected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towazds meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiazies - 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
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- American Indian or Alaska Native and
White
- Asian and White
- Black or African American and White
- American Indian or Alaska Native and
Black or African American
- Other (individuals who are not included
above)
- Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identifi~ed)
- Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year zeport 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 Circulaz 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, sliall.continue to be program income of the
Urban City.
3. UNIFORM ADMINISTR.ATIVE REQUIREMENTS
Consulting Services Agreement between Contract Year 2011-2012
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Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTNITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement. .
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property. in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives 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 cany out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, ~ Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. ONIB 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-Profzt Organizations. ~
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C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative . Agreements with State and Local
Governments
Consulting Services Agreement between Contract Year 2011•2012
City of Dubfin and Spectrum Communiry Services
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CONSULTING SERVICES AGREEMENT BETWEEN
TI~E CI'TY OF DUBI.IN 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, 2011.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HLJD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2011, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development B1ock
Grant Programs and eligible activities {"CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs. ~
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, 'THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1, SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2011 and
shall end on June 30, 2012. Consultant shall complete the work described in
Exhibit A, Scope of Services prior to June 30, 2012, unless the term of the
Agreement is otherwise terminated or extended, as pr~vided for in Section 8.
The time provided to Consultant to complete the services required by this
Ageement 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 a11 services required
pursuant to tbis 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 Tri-Vailey YMCA Page 1 of 15
EXHIBIT G TO
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class manner and shall conforrn to the standards of quality normally observed by a
person practicing in Consultant's profession. ~
1.3 Assienment 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 reasonabiy necessary to meet the standard o£
performance provided in Section 1.1 above and to satisfy ConsultanYs obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-110 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Eight Thousand Two Hundred and Seventv One Dollars ($8,271) notwithstanding any
contrary indications that may be contained in Consultant's proposal, for services to be performed
and reimbursable costs incuired under tlus 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 sha11 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
rendexed 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 fi~rther agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budget. Consultant shall request compensation consistent with the budget
~ provided and included as Exhibit B.
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2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
^ The beginning and ending dates of the billing period;
^ A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Bud~et.
^ At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each . employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
^ The Consultant's signature. ,
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated July 1, 2011.
This date may change when the Agreement is signed by the City and County.
2.5 Total Pavment. City sha11 pay for the services to be rendered by Consultant
pursuant to this Agreement. City sha11 not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City sha11 make no paytnent for any extra, further, or
additional service pursuant to this Agreement. -
In no event shall Consultant submit any invoice for an aznount in excess of the
maximunn amount of compensation provided above either for a task or for the
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City of Dublin antl Tri-Valley YMCA Page 3 of 15
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entire Agreement, unless the Agreement is rnodified. prior to the submission of
such an invoice by a properly executed change order or amendment.
2.6 Pavment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement a,nd any similar federal or state
taxes. ~ ~
2.7 Pavment unon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable ~ expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
~ services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EOUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein. ~
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities sha11 be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REOUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insuranc.e 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 Ageement. The cost of such insurance sha11 be
included in the Consultant's bid. Consultant shall not a11ow 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.
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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 Iess 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 volunfeers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant sha11 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 Liabiiitv Insurance.
4.2.1 General reauirements. Consultant, at its own cost a~1d 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 scoue of covera~e. Commercia.l general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form .number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
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(ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional reauirements.. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals perfornling work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,400,000) covering the
licensed professionals' enors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
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4.3.2 An endorsement shall state that coverage sha11 not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, rehtrn receipt
requested, has been given to the City.
4.3.3 The policy inust contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five yeais 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 sha11 have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera~e. Prior to beginning any work under this
~ Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
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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
tertn of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera~e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may bave
and are not the exclusive remedy for Consultant's breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insura~ce 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.
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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 sha11 not apply when (1) the injury, loss of life,~ damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harn~less 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 sha11 indeinnify; 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 Ciry.
Section 6. STATUS OF CONSULTANZ'.
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 Agreemant 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. Notwithsta.nding 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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any contribut'ion to be paid by City for employer contributions andlor employee
contriburions 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 REOUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Auplicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder:
7.3 Other Governmental Resulations, To the extent that this Agreement may be
funded by fiscal assistance from another governmenta.l 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 prograrri.
7.4
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.
Licenses and Permits. Consultant
Consultant and its employees, agents,
permits, qualifications, and approval
represents and warrants to City that
and any subcontractors have all licenses,
s 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
sha11, 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 NondiscriminaHon and Eaual Onportunitv. Consultant sha11 not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
~ services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, arid 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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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 sha11 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 softwaxe, 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
maYimum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assi~nment and Subcontractine. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
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8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability beriveen City and Consultant
shall survive the termination of this Agreement. ~
8.6 Outions upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultarit had completed the work. ~
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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 aze
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 Gity, 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 circulax A-110. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall rnaintain any and a111edgers,
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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disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for~
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds .
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCEd~LANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision . of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court rnay 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 Northem District of California.
10.3 Severa~ilitv. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Imnlied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assa~ns. The provisions of this Agreement shall inure .to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
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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 Ciry. 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 fornung of this ~
Agreement. Consultant uriderstands that, if this Ageement is made in vialation
of Government Code §1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not .to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by the Jeri
Ram, Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Tri-Valley YMCA
Kelly O'Lague Du1ka, MSW, Executive Director
6693 Sierra Lane
Dublin, CA 94568
Any written notice to City shall be sent to:
Community Development Director
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as~xhibit 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 a11 prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Joni Pattillo, City Manager
Attest:
Tri-Valley YMCA
D<
Kelly O ague Du ta, xecutive Director
City Clerk
Approved as to Form:
John Bakker, City Attorney
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EXHIBIT A
SCOPE OF SERVICES
In order to meet City requirements for the change of occupancy to Adult Day Care at
Nielsen Eleinentary School, curb cuts and sidewalk repairs are necessary.
1. Make required curb cuts to meet ADA and city zoning requirements.
2. Change driveway to meet ADA and city zoning requirements.
3. Change slope o£ walkway to meet ADA and city zoning requirements.
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EXHIBIT ~
TO THE CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY O~' DUBLIN AND Tri-Valley ~'MCA
FISCAL YEAR 2011-2012
Budget for Dublin City Grant
Constructlon/Rehabilitatlon $ 8271.00
Permits and Fees $
Deslgn $
Engineering . $
Acqulsltion $
Other Soft Costs (deflne) $
Su6total S s271.o0
Salaries ~ $
Benefits $
Subtot~l S o
Supplies $
Printing/Copying $
Postage $
Telephone $
Rent and Utilities $
Accounting/Audit $
Other_(define)~ $
Sub#otal $ 0
~0~: „~ ~ ~.~.~ ~;~,
F ~~r~;~<,~~ S ~~T
OTAL~ ~~~~,;d ~; ,:~~~~ 8271
,
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R .
,
BUDG~'i' PREPARED ~Y
NAME and TITLE: Kris Farro, Program Director
CONTACT PIiONE: 925-263-4444
CONTACT EMAII: kfarro@ymcaeastbay.or~
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EXHIBIT C
COMMUIVITY 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 3ervices 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
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- American Indian or Alaska Native and
White
- Asian and White
- Black or African American and White
- American Indian or Alaska Native and
Black or African American
- Other (individuals who are not included
above)
- Hispanic (ethnicity category that cuts across
all races; if used, a rac.e 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 sha11 be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circulax A-110,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATNE REOUIREMENTS
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Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to goverrunental 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 yeazs after the expiration of this Agreement or disposed
of in a manner that results in Ciry being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGR.AM REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub-part K(570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, ~ Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and 1) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
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.
B. OMB Circular A-110, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
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C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR S5, Common
~ Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
D. Sectiori 44:6 of 24 CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative Agreements with State and Local
Governments
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