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HomeMy WebLinkAbout4.02 CDBG 09-10 Funding`~o~DU~~f~ CITY CLERK ,~, File # ^0®®-3^© ~~ 1 ~~ $~ X Co 00 - ~ a ~~, l~ AGENDA STATEMENT X lpE~t~ - 30 C'~LIFO122~~ CITY COUNCIL MEETING DATE: June 2, 2009 SUBJECT: Adoption of a Resolution approving the use of Fiscal Year 2009-2010 Community Development Block Grant (CDBG) funds Report Prepared by Gaylene Burkett, Housing Assistant ATTACHMENTS: 1) Resolution approving the Agreements listed below. 2) Agreement by and between the City of Dublin and the County of Alameda. 3) Agreement with Axis Community Health. 4) Agreement with Bay Area Community Services. 5) Agreement with Community Resources for Independent Living. 6) Agreement with Kidango, Inc. 7) Agreement with Open Heart Kitchen. 8) Agreement with Senior Support of the Tri-Valley. 9) Agreement with Spectrum Community Services, Inc. 10) Agreement with Tri-Valley Haven. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution authorizing an agreement between the City of Dublin and the County of Alameda to receive Community Development Block Grant Funds for Fiscal Year 2009- 2010 and approving Community Development Block Grant-Funded Agreements with Axis Community Health; Bay Area Community Services; Community Resources for Independent Living (CRIL); Kidango, Inc.; Open Heart Kitchen; Senior Support of the Tri Valley; Spectrum Community Services, Inc.; and Tri-Valley Haven for the same fiscal year and authorizing the City Manager to sign the above Agreements . FINANCIAL STATEMENT: The total amount of CDBG funds allocated to Dublin for this coming program year is $81,509. BACKGROUND: To utilize the CDBG funds for Fiscal Year 2009-2010, the City of Dublin must: 1) Enter into an Agreement with the County of Alameda for allocation of these funds, and 2) Enter into Agreements with the various agencies that have been awarded CDBG funds. Staff sent out Requests for Proposals (RFP) to solicit interest from agencies in providing services within the City. The RFPs were reviewed by Staff and a recommendation was made to the City Council at the January 20, 2009 meeting. In addition, Staff indicated to the City Council that the County set limits on the amount of CDBG funds that could be used to fund service providers and Capital Improvement Projects. The Kidango, Inc. Project would be considered a Capital Improvement Project since it involves COPIES TO: Page 1 of 3 ITEM NO. 1 ' r, the purchase of equipment to provide the service. Staff consulted with the County, and the County determined that Dublin's CDBG funds could be allocated for public services, given that the County's overall request from the other Urban County Cities to fund public services did not exceed the Department of Housing and Urban Development's 15% maximum this year. Several of the Urban County Cities do not fund public services, but instead utilize all of their CDBG allocation to fund Capital Improvement Projects. At the January 20, 2009 meeting, the City Council reviewed the proposals and approved the use of 2009- 2010CDBG funds for the following agencies and programs: 1. Axis Community Health: free medical visits 2. Bay Area Community Services: Valley Creative Living Center 3. Community Resources for Independent Living: Housing Services 4. Kidango, Inc.: playground structure 5. Open Heart Kitchen: Weekend Box Lunch & Hot Meals Programs 6. Senior Support Services of the Tri-Valley: Case Management 7. Spectrum Community Services, Inc.: Meals on Wheels 8. Tri-Valley Haven: Domestic Violence and Homeless Services 9. Financial Contribution Toward Acquisition and Rehabilitation of the Family Crisis Shelter Sojourner House 10. Housing Rehabilitation Program administered through the Alameda County Construction Department 11. Program Administration TOTAL $ 3,588 $ 4,857 $ 3,588 $ 5,068 $ 9,614 $ 8,588 $ 5,407 $14,366 $ 5,427 $14,406 $ 6,600 $81,509 At this time, the City of Dublin is required to enter into an Agreement with the County of Alameda for receipt of CDBG funds for Fiscal Year 2009-2010. The total amount of CDBG funds that will be allocated to Dublin for Fiscal Year 2009-2010 is $81,509, which is $985 higher than the amount allocated last year. At the January 20, 2009 meeting, the City Council directed Staff to distribute the funds evenly to the service providers that did not have dedicated amounts, should the allotment be higher than expected. Simultaneously, the City is also required to enter into Agreements with the outside agencies that the City Council has agreed to fund: Axis Community Health (medical services for the uninsured); Bay Area Community Services (Valley Creative Living Center); Community Resources for Independent Living (Housing Services); Kidango, Inc. (playground structure); Open Heart Kitchen (Weekend Box Lunch and Hot Meals Programs); Senior Support of the Tri-Valley (Case Management Services); Spectrum Community Services, Inc. (Meals on Wheels); and Tri-Valley Haven (domestic violence and homeless shelter services). These Agreements include Exhibit A with the Scope of Services and Exhibit B with the Operating Budget, outlining services to be provided and the conditions under which the CDBG funds may be expended. The allocation of the Fiscal Year 2009-2010 funds also includes the $5,427 annual contribution to the City of Livermore for participation in the acquisition and rehabilitation of the Sojourner House Homeless Shelter. This would be the eighth year out of the City's ten-year commitment of contributing CDBG resources toward this fund. Tri-Valley Haven administers the services for this shelter. All Agreements must be signed and executed before the City can utilize the Fiscal Year 2009-2010 CDBG funds allocated to the City of Dublin by the County of Alameda. Page 2 of 3 RECOMMENDATION: Staff recommends that the City Council adopt a Resolution authorizing an agreement between the City of Dublin and the County of Alameda to receive Community Development Block Grant Funds for Fiscal Year 2009-2010 and approving Community Development Block Grant-Funded Agreements with Axis Community Health; Bay Area Community Services; Community Resources for Independent Living (CRIL); Kidango, Inc.; Open Heart Kitchen; Senior Support of the Tri Valley; Spectrum Community Services, Inc.; and Tri-Valley Haven for the same fiscal year and authorizing the City Manager to sign the above Agreements Page 3 of 3 i ~ ~~~ RESOLUTION NO. XX -09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR FISCAL YEAR 2009-2010 AND APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT-FUNDED AGREEMENTS WITH AXIS COMMUNITY HEALTH; BAY AREA COMMUNITY SERVICES; COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRIL); KIDANGO, INC.; OPEN HEART KITCHEN; SENIOR SUPPORT OF THE TRI- VALLEY; SPECTRUM COMMUNITY SERVICES, INC.; AND TRI-VALLEY HAVEN FOR THE SAME FISCAL YEAR AND AUTHORIZING THE CITY MANAGER TO SIGN THE ABOVE AGREEMENTS. 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 $81,509 in Community Development Block Grant funds for Fiscal Year 2009-2010; and WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2009-2010, Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City; and WHEREAS, from the proposals received, the above listed agencies were evaluated to best serve the needs of the community; and WHEREAS, on January 20, 2009, the City Council approved funding for the following programs for utilization of the City's Fiscal Year 2009-2010 CDBG funds: Axis Community Health for free medical visits for uninsured women; Bay Area Community Services for the Valley Creative Living Center; Community Resources for Independent Living for Housing Services; Kidango, Inc. for the purchase of a play structure; Open Heart Kitchen Weekend Box Lunch and Hot Meals Programs; Senior Support of the Tri Valley Case Management for Low Income Seniors, Spectrum Community Services for the Meals on Wheels Program; Tri-Valley Haven's Domestic Violence and Homeless Shelter; Alameda County Minor and Major Home Repair Program; Program Administration and the annual contribution for participation in a regional effort for the acquisition and rehabilitation of the Sojourner House Homeless Shelter (collectively "the Programs"); and WHEREAS, the City has prepared Agreements for each of the Programs involving agencies other than the County of Alameda or City-administered programs ("the Agreements"); and Attachment 1 a ~~17a WHEREAS, on June 2, 2009, the City Council received a Staff Report recommending that the City now execute Agreements with the above listed agencies for utilization of Dublin's allocated CDBG funds. The Agreements are included as attachments to the Staff Report and are hereby incorporated by reference. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin takes the following actions: 1) Approves an Agreement By and Between the City of Dublin and the County of Alameda for allocation of CDBG funds. 2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG funds for Fiscal Year 2009-2010. 3) Authorizes the City Manager to execute the above listed Agreements. PASSED, APPROVED, AND ADOPTED this 2°a day of June 2009. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 3aPI`~ 7" AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA THIS AGREEMENT is made and entered into this 1st day of July, 2009, by and between the County of Alameda (hereinafter referred to as "County"), and the City of Dublin, located in the County of Alameda, State of California, (hereafter referred to as "City"). WHEREAS, the County has entered into a Grant Agreement with the United States Department of Housing and Urban Development (HUD), for a Community Development Block Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for Community Development block Grant Programs and its eligible activities; and WHEREAS, the activities of the City under this Agreement with the County shall be governed by the conditions of the Grant Agreement between the County and the United States Department of Housing and Urban Development; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS: STATEMENT OF WORK CITY will perform or arrange for the performance of the work under this Agreement in the manner and time provided herein and in accordance with: the budget; the scope of work and any specifications and drawings; and all related documents and provisions attached hereto as Exhibit A and incorporated herein by reference. II. COMMENCEMENT AND COMPLETION REQUIREMENTS A. The term of this Agreement begins on the 1st day of July, 2009 and ends on the 30th day of June, 2010, or when all contract terms have been completed. B. It shall be the responsibility of the City to coordinate and schedule the work to be performed so that commencement and completion will take place in accordance with the provisions of this Agreement. The County may extend the time for completion of the Agreement in writing, if it determines that delay in the progress of work is not attributable to the negligence of the City and that such delay was due to causes beyond the control of the City. C. Any time extension granted to the City to enable the City to complete the work shall not constitute a waiver of rights the County may have under this Agreement. D. Should the City not complete the work by the scheduled date or by an extended date, granted by the County in writing, pursuant to previously stated conditions, the County shall be released from all conditions of this Agreement. E. Upon completion of performance under this Agreement and a determination of final costs, City shall submit to the County a certificate of completion for construction projects and a requisition for final payment for service projects, unless otherwise ATTACHMENT 2 ~~ i~ provided in this Agreement. F. As apart of this Agreement, City will provide the County with a Certificate of Insurance as outlined in Exhibit B. III. _ SUBCONTRACTS A. ,Any subcontract funding under this Agreement shall be submitted to County for review and approval prior to its execution. B. In the event subcontractor is a private non-profit or neighborhood-based non-profit organization, or a local development or small business investment corporation, contractor is required to comply with the procurement procedures of Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. C. Any subcontract funded under this Agreement shall be subject to the terms and conditions of this Agreement. IV. BUDGET Any requested modification to the Budget attached to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by County. Any budget modifications require the prior written approval of County. Budget modifications shall not alter: 1) The basic scope of services required to be performed under this Agreement; 2) the time period for the services to be performed under this Agreement; and, 3) the total amount of the authorized budget of this Agreement (see Exhibit A), subject to future amendments as approved by the Alameda County Community Development Agency Director. Any of the cost categories shown in the Agreement Budget may be exceeded by ten percent of the indicated figure, provided that the total approved amount of allowable costs is not exceeded. V. RECORDS AND REPORTS A. All original documents prepared by City in connection with the work to be performed under this Agreement shall be the property of the County. B. City's records shall be made available for review by the County prior to the release of funds. City shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OMB circular A-110. C. Records must be kept accurate and up-to-date. Failure of City to comply with this provision could result in termination of this Agreement or City's repayment of funds previously awarded under this Agreement. ~~ 17a VI. PROGRAM MONITORING AND EVALUATION A. City shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. City shall undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to County. 1. The quarterly written reports shall be submitted in the format approved and provided by the County. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The County shall have ultimate responsibility for overall project monitoring and evaluation, to assist City in complying with the scope and contents of this Agreement, and to provide management information which will assist the County's policy and decision-making and managers. D. The City shall follow audit requirements of the Single Audit Act and OMB Circular A-128. VII. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110. B. Program income received by City shall be returned to County for future application to City projects. C. Program income from Urban County program activities undertaken by or within City which thereafter terminates its participation in the Urban County shall continue to be program income of the County. County may transfer the program income to City, upon its termination of Urban County participation, provided that City has become an entitlement grantee and agrees to use the program income in its own CDBG entitlement program. VIII. UNIFORM ADMINISTRATIVE REQUIREMENTS A. City shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. B. City shall comply with Executive Order 13166 to improve access to services for persons with Limited English Proficiency (LEP) including developing a Language Access Plan. ~ ~ i~a IX. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. X. REVERSION OF ASSETS A. Upon the expiration of this Agreement, City shall transfer to County any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of ten years after the expiration of this Agreement or disposed of in a manner that results in County being reimbursed at fair- market value less value attributable to non-CDBG expenditures. XI. OTHER PROGRAM REQUIREMENTS City certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, fj 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. XII. TERMINATION OF THIS AGREEMENT County may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation: A. Failure, for any reason, of City to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; C. Improper use of reporting of funds provided under this Agreement; and D. Suspension or termination by HUD of the grant to the County under which Agreement is made, or the portion thereof delegated by this Agreement. 7~i7~ Approved as to form: By: City Attorney Date: CITY OF DUBLIN By: Approved as to form: Richard E. Winnie County Counsel By: Andrea Weddle Deputy County Counsel Date: * * * * * * * * * * * * * City Manager Attest: City Clerk Date: COUNTY OF ALAMEDA By: President, Board of Supervisors Date: By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement r g°~17a AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA EXHIBIT A 03E Neighborhood Facilities Installation of outdoor play equipment $5,068 OSA Public Service -Senior Services Provide an average of 15-23 hot nutritious meals daily to homes oflow-income, frail homebound elderl residents. $5,407 Case Management services will be provided to seniors living in their own homes ind endently. $8,588 OS Public Service Distribute box lunches to 61 low income children and their families at Arroyo Vista. $9,614 Provide housing information and referrals to SO low income seniors $3,588 Provide medical services to low income women $3,588 OSG Public Service -Battered and Abused Spouses Domestic violence shelter, homeless services, counseling and educational resentations. $14,366 O50 Public Service -Mental Health Services Community based day program serving adults with psychiatric disabilities. $4,857 14A Rehabilitation -Single Unit Residential Minor Home Repair and Owner Rehabilitation Programs. $14,406 14B Rehabilitation -Multi Unit Residential Section 108 payment of loan for acquisition/rehabilitation. Loan taken out b Cit of Livermore. $5,427 21A Adnunistration Provide overall CDBG program administration. $6,600 TOTAL -CITY OF DUBLIN $81,509 Anticipated Program Income* $0 * Based on an estimate of prior years' program income received; only actual program income received will be available to the City for its Revolving Loan Fund (Housing Rehabilitation Programs). 9~~~a EXHIBIT B COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements: A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Liability; Bodily Injury and Property Damage Personal In'u and Advertisin Liabili B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage contractors with no trans ortation or haulin related activities C Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em to ees EL: $100,000 er accident for bodil in'u or disease D Professional LiabilitylErrors >~ Omissions $1,000,000 per occurrence Includes endorsements of contractual liability $2,000,000 ro'ect a re ate E Endorsements and Conditions: 9. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives. 10. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverages) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. 11. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additional Insured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties. 12. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible orself-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible orself-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. 13. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 14. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any one of the following methods: - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured. 15. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation. 16. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to: r - Department/Agency issuing the contract - With a co to Risk Mana ement Unit 125 -12~ Street, 3ro Floor, Oakland, CA 94607) Certificate C-2 Page 1 of 1 Form 2001-1 (Rev. 03/15/06) lo~ /,~~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH . THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Axis Community Health ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. ;The term of this Agreement shall begin on July 1, 2009 and shall end on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010 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 r •~ by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 1 of 15 Attachment '~ i~~~~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three Thousand Five Hundred Ei~thy Eight Dollars ($3,588) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein.. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. p Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget ' provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 2 of 15 ~~~i~~ 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invo;ce and C~DBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated May 16, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 3 of 15 i3~i7a 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance; of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 4 of 15 i~~,7a 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 aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 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 r •~ (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 5 of 15 i5~i~~ 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering. the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 6 of 15 -~~,~~ thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 7 of 15 ~~~i~~ 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other mariner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. ~Sectiorr5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 8 of 15 ~ ~ i~ liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant $to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 9 of 15 i9~ i~ 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. s 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 10 of 15 ao~~~ Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement cor}templates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 11 of 15 a~~ ~~a 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. s Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 12 of 15 as ~17a 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party maybe entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. X0.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 13 of 15 a3o~l7a in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Axis Community Health Sue Compton, Chief Executive Officer 4361 Railroad Avenue Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 14 of 15 24op I`7~2 ~~. 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Axis Community Health ~--~ Ck~E-a~-~~ Sue Compton, hief Executive Officer Attest: City Clerk Approved as to Form: John Bakker, City Attorney r Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health Page 15 of 15 ash ,~ EXHIBIT A SCOPE OF SERVICES Axis Community Health is seeking funds in support of the provision of providing direct medical services for uninsured, low income Dublin residents. Axis will be able to provide an additional 22 medical visits (based upon an average cost of $155 per visit, which includes medical care, pharmaceuticals and laboratory and radiology services) for Dublin residents who otherwise would not be able to access medical care. Increase the availability of medical services for low income ,uninsured families. Serve 22 uninsured, low income Dublin residents. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health z6~p I`7d .t EXHIBIT B BUDGET Axis Community Health will provide direct medical services for low income Dublin residents. Funding in the amount of $3,452 will allow us to provide 22 additional medical visits (based upon an average cost of $155 per visit, which includes medical care, pharmaceuticals, and laboratory and radiology services) for Dublin residents who otherwise would not be able to access medical care. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health a~~ i~ EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) ~ total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White - Asian and White - Black or African American and White Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health a~ ~ ~~~ - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION r There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Axis Community Health a9~17a REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. 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 2009-2010 City of Dublin and Axis Community Health ~~~~~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BAY AREA COMMUNITY SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Bay Area Community Services ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A_ at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2009 and shall end ''on June' 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 1 of 15 Attachment 4 3i ~ r~.~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall; immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Four Thousand Eight Hundred Fifty Seven Dollars ($4,857) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget.. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 2 of 15 3a~i~a 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement`between-City and County of Alameda, signed and dated May 16, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the ,. maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 3 of 15 33~i~a 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. A.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 4 of 15 .~~~7a 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 aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 ,. (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 5 of 15 35~~~a 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 6 of 15 ~3~G ~ 17~ thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided far at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any 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. 4.4Z Verification of covers e. Prior to beginning any work under this Agreement, Consultant shall furnish City with certif cates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 7 of 15 37 ~ 17a 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the _ City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. .Sectioni_ 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 8 of 15 3S~ r~ liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right 'to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee ,. contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 9 of 15 39~ 17a 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 10 of 15 ~~ ~ »~ Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, .photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. .8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 11 of 15 4~ ~ ~~ 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and . disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 12 of 15 42~r~a 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS. ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party maybe entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. ,~0.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 13 of 15 ~-3~17a in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Bay Area Community Services Kent Ellsworth, Executive Director 3900 Valley Avenue #B Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 14 of 15 tip/ ~ ~~~ 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo City Manager Bay Area Co munity Services ent Ell worth Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 15 of 15 us~~~ EXHIBIT A SCOPE OF SERVICES Valley Creative Living Center is a community based day program serving adults with psychiatric disabilities. The program is open Tuesday, Wednesday, and Thursday providing social, educational and prevocational activities. The program provides needed structure and support to assist these individuals in their recovery and reintegrate into the community through paid or volunteer jobs and school. Benchmarks: 1. Serve a minimum of 9 very low and low income Dublin residents with psychiatric disabilities 2. Provide ongoing day rehabilitation services three days per week, year round 3. Provide the opportunity for prevocational and employment services to 9 Dublin residents. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services ~-~ ~ I'~ EXHIBIT B BUDGET CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation _ $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Subtotal $ $ Personnel Expenses Salaries $ 4,857 $ 78,534 Benefits $ $21,289 Subtotal $ 4,857 $$99,823 Operating Expenses Supplies $ $ 1,765 Printing/Copying $ $ 450 Postage $ $ 500 Telephone $ $ 3,500 Rent and Utilities $ $36,030 Insurance $ $ 535 Other Conferences i $ 2,600 Other Transportation $ $ 4,494 Other Equip Lease/Maint $ $1,305 Contracted Services $ $2,526 MHS Overhead $ $13,422 BACS Indirect Costs $ $16,556 Misc $ $ 50 Subtotal $ -O- $83,743 TOTAL $ 4,857 $183,566 Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services Page 1 of 1 ~~ ~ ~~a EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White r - Asian and White - Black or African American and White Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services yg ~ I~~z - 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-makirig and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services ~~~iti~ 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. s B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. ,D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between 2009-2010 City of Dublin and Bay Area Community Services ~a~~ ~7a CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND COMMUNITY RESOURCES FOR INDEPENDENT LIVING (C.R.I.L.) THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Community Resources for Independent Living (C.R.I.L.) ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2009 and shall end on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant .practices its profession. Consultant Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 1 of 15 Attachment 5 5~ a,~ i~~ shall prepare all work products required by this Agreement in a substantial, first- class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three Thousand Five Hundred and Eighty Eight Dollars ($3,588)) notwithstanding any contrary indications that maybe contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by mere than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. -2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 2 of 15 5~ ~ ~ 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CI)BG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the •~ maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 3 of 15 ~~ ~ ~ / X02 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant .only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance, of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 4 of 15 ~~~~ ~~~ The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and dargage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 ` (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. ~ 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 6 of 15 56~»~ thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 7 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 7 of 15 s7~ ~ 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such instrance 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. 5ection'~. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and~Tiold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 8 of 15 '~ liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant ~o Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 9 of 15 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Goyernin~ Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 5 7.5 Nondiscrimination and EQUaI Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 10 of 15 ~o~ ~. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8:5 Survival., All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 11 of 15 61~~I~a 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin antl Community Resources for Independent Living (CRIL) Page 12 of 15 ~~1~~. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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 maybe entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction fords or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other berm of tl}is Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. ~10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 13 of 15 F' in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his/her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Q~ny written notice to Consultant shall be sent to: Community Resources for Independent Living (C.R.LL.) Sheri Burns, Executive Director 439 A Street Hayward, CA 94544 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 14 of 15 6 y~ 17e2 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Attest: City Clerk Approved as to Form: John Bakker, City Attorney Community Resources for Independent Living (C.R.LL.) ~""'~ ~. ,er' urns, Executive Director Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (CRIL) Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Provide affordable, accessible Housing Search and Acquisition Assistance for underserved, low- income residents of Dublin who have disabilities and seniors with functional limitations and disabling conditions. Provide Housing Information and Referral to 35 low-income Dublin seniors and other residents with disabilities and their families through outreach activities, presentations, workshops, mailings, and collaborative partnership's 2. Provide direct affordable, accessible Housing Assistance, inclixding support services to maintain on-term housing, to 10 Dublin residents and seniors with disabilities or functional limitations. 3. 70% of Dublin residents with disabilities and/or seniors or functional limitations, who create an independent living plan (ILP) that addresses Housing, will meet one or more self-identified goals. Total overall number of Dublin residents to be served by this program: 45 Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (C.R.I.L.) ~c ~ i~~ EXHIBIT B BUDGET CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Subtotal $ $ Personnel Expenses Salaries $2,342 $42,708 Benefits $551 $9,823 Subtotal $2,893 $52,531 Operating Expenses Supplies $137 $657 Printing/Copying/Postage $59 $570 Insurance $43 $701 Telephone $134 $2,210 Rent and Utilities $5 $100 Accounting/Audit '$24 $470 Consultants $280 $970 Dues, books, publications $13 $204 Subtotal $5,882 TOTAL $3,588 $58,413.00 rBudget prepared by (Name, Title, Telephone Number, E-mail) April Monroe, Finance Director, 510-881-5743, april.monroe@ cril-online.org Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (C.R.I.L.) ~~~ i~ ~' EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i. e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White ` - American Indian or Alaska Native and White - Asian and White - Black or African American and White Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (C.R.I.L.) ~~ ~~ ~~ ~ - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income frpm Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION r There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (C.R.I.L.) ~q~ 17~ 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, fl Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-1?2, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. ~D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between 2009-2010 City of Dublin and Community Resources for Independent Living (C.R.I.L.) ~~~ ~7~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HIDANGO, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Kidango, Inc. ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2009 and shall end on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010 unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 1 of 15 Attachment 6 °~~~~~~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Sixty Eight Dollars ($5,068) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget r provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 2 of 15 ~2 ~p 17a ~f 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the' Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CI)BG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated May 16, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 3 of 15 13~ ~7a 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve. incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance; of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. ~.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 4 of 15 7y ~ 17~ 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 aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 5 of 15 ~s~ e ~~ 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 6 of 15 -76~1~~ thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage, for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies 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 coyerase. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 7 of 15 ~ ~~~~~ 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the " City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein. required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. 'Section`5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 8 of 15 ~~~i~ liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause. shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall. be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 9 of 15 ~9 ~i~ 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this ` Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall -have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. $.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 11 of 15 ~i~~~ 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 12 of 15 ~~ ~~~ 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party maybe entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 13 of 15 g3~ ~-~ in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Kidango, Inc. Paul. B. Miller, Executive Director 44000 Old Warm Springs Blvd. Fremont, CA 94538 Any written notice to City shall be sent to: Community Development Director " City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 14 of 15 -d 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Kidango, Inc. Joni Pattillo, City Manager ul B. Miller, Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. Page 15 of 15 ss~ i~a EXHIBIT A SCOPE OF SERVICES 1. Kidango provides quality child care that allows parents to seek and maintain employment knowing that their young child is being cared for in a safe, healthy and educational environment at a cost below market rate for Alameda County. Kidango's official monthly full-time rate for children approximately 2 years and up in Alameda County (average based on 246 days of operation per year) is $870.00. Kidango offers our services on a sliding fee scale based upon family size and household income. The sliding scale is developed by the California Department of Education and cuts off at 75% of the state median income in 2000. Longitudinal studies such as the Perry Preschool Project and the Abecedarian Study show that for every $1 invested in a quality early education experience, society benefits an average of $17 in decreased costs for special education, teen pregnancy, criminal justice and welfare services 2. If this application does not receive CDBG funding, we will be unable to purchase and install the outdoor climbing structure. Kidango does not anticipate having any unspent CDBG funds at the end of the fiscal year. 3. Complete Financial Information and Budget Forms. (Please specify the total program budget. You must provide information on the common outcome indicator which defines the amount of dollars leveraged by the grant request. If you have any questions, please refer to the instructions for guidance or contact program staff.) Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. ~c~~ i~a EXHIBIT B BUDGET CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Subtotal $ $ Personnel Expenses Salaries $ 5,068 $46,038 Benefits $ $ Su btota I $ 5,068 $ Operating Expenses Supplies $ $ Printing/Copying $ $ Postage $ $ Telephone $ $ Rent and Utilities $ $ Insurance $ $ Other Conferences $ $ Other Transportation $ $ .S u bt~ta l $ _0_ $ TOTAL $ 5,068 $46,038 Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. ~~1 ~ 17a EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated .numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) ;total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White - Asian and White - Black or African American and White Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. ~ ~ l~a_ - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION ~ r There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc, g~'~ i~~. 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 fiends. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-12~, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between 2009-2010 City of Dublin and Kidango, Inc. ~o ~ i~a CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND OPEN HEART HITCHEN THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Open Heart Kitchen ("Consultant") as of July 1, 2009. 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 1.974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. L1 Term of Services. 7The term of this Agreement shall begin on July 1, 2009 and shall end on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, 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 $. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 1 of 15 ATTACHMENT 7 9~~~~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1,5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Nine Thousand Six Hundred and Fourteen Dollars ($9,614) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget r provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 2 of 15 9a~~~a, 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 tune entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a fmal invoice and C~BG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City ofi Dublin and Open Heart Kitchen Page 3 of 15 93 ~ !7a 2.6 Payment 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 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment Listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance, of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 4 of 15 g~~,~a 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 aself-insurance program to meet those requirements, but only if the program of self insurance complies fiilly with the provisions of the California Labor Code. Determination of whether aself-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 nvt less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scone of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 5 of 15 gs~l7a 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either parry, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 6 of 15 ~~'17a 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. 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 Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 7 of 15 ~~ ~~~ 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain;such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. "Section~5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 8 of 15 ~~~~~ 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 277$ of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, aswell asfor the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement_ Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 9 of 15 y~~~a 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination;and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 10 of 15 loo o~~ Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement cor4templates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 11 of 15 Ib~~~.~ 8.6 Oations 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: 8.5.1 Immediately terminate the Agreement; 8.5.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.5.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.5.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. z Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City ofi Dublin and Open Heart Kitchen Page 13 of 15 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Open Heart Kitchen Michael C. Carter, Executive Director 1141 Catalina Drive #137 Livermore, CA 94550 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 945fi8 Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen Page 14 of 15 ~0`~ ~17a 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Attest: Open Heart Kitchen xecutive Director City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreemenf between 2009-2010 City of Dublin and Open Heart Kitchen Page 15 of 15 ~~5~° 17~z E~~I3IBIT A SCOPE OF SERVICES Open Heart Kitchen will prepare and serve free, hot, nutritious meals on a "dine- in" or "take-out" basis and distribute Weekend Box Lunches to low-income residents. Hot meals are served at 6444 Sierra court. Also, through the Weekend Box Lunch Program, lunches are dropped off at Arroyo Vista and the Groves at Dublin Ranch. Provide the same or an increased number of Weekend Box Lunches to populations relocates from Arroyo Vista, using the Groves at Dublin Ranch as a drop off point -estimate 470 households (24,000 lunches) 2. Continue to provide hot meals to low-income families and adults on a weekly basis at 6444 Sierra Court -estimate between 100-350 people (7,000 to 8,000 meals) Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen jD6~' M~ EXHIBIT B BUDGET Budget for Open Heart Kitchen - 2009-2010 FOOD AND SUPPLIES - $9,614 Consul#ing Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen fp°~~ I7a EXHIBTT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing. of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) ~ total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White - Asian and White - Black or African American and White Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen ~°g~17a - 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 fmancial 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 ADMII~TISTRATIVE 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 aspart of, or in connection with the performance of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Open Heart Kitchen /oy ~a~d 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 REQUIltEMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB 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. 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 2009-2010 City of Dublin and Open Heart Kitchen Il o vp I `]~ ~" CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SENIOR SUPPORT PROGRAM OF THE THE TRI-VALLEY THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Senior Support Program of the Tri-Valley ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A. at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2009 and shall end on June X30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, 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 r by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 1 of 15 ATTACHMENT 8 ~» ~,~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign -only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section Z. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Eight Thousand Five Hundred Eighty Eight Dollars ($8,588) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget r ~ provided and included as Exhibit B. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 2 of 15 Ila ~ ~qd 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CUBG Completion Report as required by County pursuant to agreement zbetween City and County of Alameda, signed and dated May 19, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section l.l. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance} of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 4 of 15 Ilv~ I~~ The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if the program of sel-f-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and. automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to ~roperty resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 r (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 5 of 15 I15 ~ I`7a 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 6 of 15 ~i~~~~ thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification4 of coyera~e. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 7 of 15 ~`7,~ 19a 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage - required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. ~ection5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 8 of 15 ~~g~)~2 liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 9 of 15 1~9~I`7a 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. r Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 10 of 15 ~aO°~I`7~ Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin antl Senior Support Services Page 11 of 15 ~,~ i~a 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the .work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 12 of 15 laa ~~~ 9.3 Insuection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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 maybe 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 Imulied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 13 of 15 b~3 ~ I'1~ in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Senior Support Program of the Tri Valley Marlene Petersen, Executive Director 5353 Sunol Blvd. Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 14 of 15 lay ~ i7a 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Senior Support Program of the Tri Valley M ene Petersen, Executive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Services Page 15 of 15 ~a~~i7a EXHIBIT A SCOPE OF SERVICES Case management is a process that assesses, plans, implements, coordinates, monitors and evaluates the options and services required to meet the senior's health and human service needs promoting quality and cost effective interventions and outcomes. Provide 20 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 33 seniors with one-time services Total number of Dublin residents served by this program - 53 Iab~I~a E7~II3IBIT B BUDGET CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Su btota I $ $ Personnel Expenses Salaries $ 6,929 $6,929 Benefits $ 1,109 $1.109 Subtotal $ 8,038 $8,038 Operating Expenses Supplies $ {~ $ Printing/Copying $ $ Postage - '$ $ Telephone $ $ Rent and Utilities $ $ Accounting/Audit $ $550 $550 Other (define)Mileage $ Subtotal $ $ TOTAL $ 8,588 $ 8,588 Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Program of the Tri Valley ~~~i7a EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i)a total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native • - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Program of the Tri Valley ~~~i7a - Asian and White - Black or African American and White - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Program of the Tri Valley ~~ ~(!7d ~~ 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600- 570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Senior Support Program of the Tri Valley ~3 ; ~ ,,~ 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 2009-2010 City of Dublin and Senior Support Program of the Tri Valley 13i ~ 17a CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SPECTRUM COMMUNITY SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Spectrum Community Services ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. ;The term of this Agreement shall begin on July 1, 2009 and shall end on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 1 of 15 Attachment 9 ~ ~~ ~~a class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Four Hundred and Seven Dollars ($5,407) notwith standing any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 2 of 15 l ~~ 17a 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoke and C6DBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 3 of 15 13u ~~7a 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the per~ormance~ 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. ~.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 4 of 15 135'~ r7a 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 aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 5 of 15 ~~,~ ~ ~~~' I ~~ 1`-~ ~~ 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. i 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 6 of 15 i~~ ~ ~a thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage "on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure 'a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. 'Sectioir5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 8 of 15 J.~~ ~ ~7a liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee - - contributions for PERS benefits. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin antl Spectrum Community Services Page 9 of 15 ~w~ ~# ~~a 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. D 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 r - Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection l.l. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 6.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 11 of 15 ~~~ . ~~ 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Y Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 12 of 15 ~k3 ~ l7a 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that parry may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. X0.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 13 of 15 I yy ~l7~z in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Jeri Ram, Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any writtebn notice to Consultant shall be sent to: Spectrum Community Services Michael Sweeney, Executive Director 1435 Grove Way Hayward, CA 94566 Any written notice to City shall be sent to: Community Development Director ~ City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 14 of 15 ~y5~ 17a 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN omm i Services Joni Pattillo, City Manager Attest: City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services Page 15 of 15 l~r~. ~~a EXHIBIT A SCOPE OF SERVICES Grant funds will support the Home-Delivery Driver's salary and benefits and mileage while delivering each meal, to homebound Dublin seniors. Ensure 321ow-income Dublin seniors are registered and receive meals. 2. Deliver a minimum of 4,460 meals to frail homebound seniors in Dublin. An average of 18 meals delivered per day. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services -~~ ~ i~a EXHIBIT B BUDGET This Other Total PAID STAFF: Request Sources Project Home Delivery Coordinator (248 serving days, 25%) 2,232 2,232 Benefits: - FICA 138 138 MEDFICA 32 32 SUI/ETT 109 109 WCOMP 104 104 Medical 413 413 401k 33 33 Total Benefits Total Salary & Benefits OTHER EXPENSES: 829 - 829 3,061 - 3,061 Catered Meals (15 meals/day * $1.23/meal * 249 days) Mileage (25 miles/day * $0.585/mile * 249 days) Total Other Expenses TOTAL Consulting Services Agreement between City of Dublin and Spectrum Community Services 4,576 4,576 2,346 1,281 3,627 2,346 5,857 8,203 5,407 5,857 11,264 Contract Year 2009-2010 i~~ ~ ~~~ EXIIIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i)a total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services ~`t9 ~~17a - American Indian or Alaska Native and White - Asian and White - Black or African American and White - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with pr}or approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. ~ UNIFORM ADMINISTRATIVE REQUIREMENTS Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services l ~~ ~~ f~~ Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in. excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600- 570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. Consulting Services Agreement between Contract Year 2009-2010 City of Dublin and Spectrum Community Services t51 ~ ~~a 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 2009-2010 City of Dublin and Spectrum Community Services ~~'~~~z CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-VALLEY HAVEN . THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tri-Valley Haven ("Consultant") as of July 1, 2009. 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, 2009, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A_ at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2009 and shall end' on June 30, 2010. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2010, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed ,, by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 1 of 15 Attachment 10 ~53~p 17a ,~ class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Fourteen Thousand Three Hundred Sixty Six Dollars ($14,366) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 2 of 15 isu~ r~ 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. ^ The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 45 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement between'City and County of Alameda, signed and dated May 19, 2009. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the ,. maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 3 of 15 ,~ ~ i~ 2.6 Pavment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Pavment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. ,.4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 4 of 15 1 ~ ~ ~'`'l~Io? 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 aself-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 aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scone of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 ,. (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 5 of 15 ~~~ : l~ ~.. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. ,. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 6 of 15 ,7 ~ ~~` ~- cat .'` ~~ 1 thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies 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 Ve'rificatiori of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 7 of 15 1~~. ~7a 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the - City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. .Section,.5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 8 of 15 `~ 1'7a ~~^ liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee ,. contributions for PERS benefits. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 9 of 15 )~I~pl7a i 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this ,. Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services.Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 10 of 15 l6a~l 7a Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. X8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 11 of 15 -~~~.,. . ` 17a 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 12 of 15 i~~~~~a 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. -,10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 13 of 15 IGs ~ ~~a in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not. be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Tri-Valley Haven Ann King, Executive Director 3663 Pacific Avenue Livermore, CA 94568 Any written notice to City shall be sent to: Community Development Director ,. City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 14 of 15 16C ~ 17a 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herein as Exhibit B, and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Tri-Valley Haven ~~ ~~ ~ ~ Ann King, E utive Director Attest: City Clerk Approved as to Form: John Bakker, City Attorney r Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven Page 15 of 15 I6~~ i~ EXHIBIT A SCOPE OF SERVICES Tri-Valley Haven has a goal of creating homes safe from abuse and contributing to a more peaceful society. This program will help do that through four means: • Support to Domestic Violence through crisis line support and safe shelter at the domestic violence shelter. • Support to homeless through the food pantry and homeless shelter. • Prevention education services through classes given at primarily at local schools. • Counseling on domestic violence, sexual assault and homeless issues. Additional outreach will be performed as appropriate such as helping eligible clients apply for Medi-CAL, and giving referrals to those covered by Medi-CAL. Our goals for FY 2009/2010 are as follows: To provide domestic violence services to 45 Dublin residents. To provide homeless services to at least 200 Dublin residents (including food pantry). To provide 16 community education and preventative presentations to at least 600 Dublin residents. To provide counseling services to 15 Dublin residents. Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven IGS ~ I~,2 EXHIBIT B BUDGET CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Su btota I $ $ Personnel Expenses Salaries $ 11,249 $ 398,733 Benefits $ 2,490 $ 113,638 Subtotal $ 13,739 $ 512,371 Operating Expenses Supplies $ 627 $ 9,071 Printing/Copying $ $ 8,500 Postage $ $ 273 Telephone ;$ $ 19,915 Rent and Utilities $ $ 32,878 Accounting/Audit $ $ 5,000 Other (Staff Development) $ $ 2,500 Other (Mileage) $ $ 5,500 Other (Admin.) $ $ 75,250 "Subtotal $ $ 158,887 TOTAL $ 14,366 $ 671,259 Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven l~q~~-~ EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals -the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries -provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander r - Whlte - American Indian or Alaska Native and White - Asian and White Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven i~o~ ~a - Black or African American and White - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described ,, in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven ~~~~ i~ There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600- 570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven 17a~ t~2 for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between 2009-2010 City of Dublin and Tri-Valley Haven