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2500 - Family Counseling Services of West San Gabriel Valley - CDBG Funds PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY 1. PARTIES AND DATE. This Agreement is made and entered into this 11th day of July,2017 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ("City") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ("Contractor"). City and Contractor are sometimes individually referred to herein as"Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301-5320)as amended (hereinafter"ACT"). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ("Project") in the amount of$5,000 for the FY 2017-18. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit"A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project("Services'). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2017 to June 30, 2018, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Catalog ofFedcml Domestic A[sisIanee(O'DA)Number. 14 218 IPDA title_ community Development Block GmntsiLnlitlemena crams Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 2 of 19 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractors exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit"A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. George Nalbach, Executive Director and Danae Powers, LMFT, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Catalog of Federal Domestic Assistance IC FUA)Numbs 14.218 (IDA Title Communln Development Block oranls'ntlOement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 3 of 19 3.2.6 Contractor's Representative. Contractor hereby designates Dr. George Nalbach, Executive Director, or his designee, to act as its representative for the performance of this Agreement("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. alalog of Federal Domestic Assistance(CFUA)Number: 14.218 (MICA Title Commons Development Block Grants/Entitlement Grants • Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 4 of 19 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 3.2:10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance teFDA)Numbers In 218 ❑l)A l tile. Communak Development Block GmmGEntiticmcnt Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance)❑'DA)Number 14215 (TDA 1 Itl¢ Community Development Block Grants/Entitlement Giants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 6 of 19 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB CircularA- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance(CFDA I Fnn,ber. I-1218 CI-DA title. Community Desclopment block Umnls'Cntiticmcnt Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor(except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of$25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of§570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City(No payment is required after period of time specified in §570.503(b)(7)0)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos.A-87, A-133, and A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Cnlalnp of Federal Domestic Assistance(CILIA)Number. 11.21S CP DA Title Commt nit2 Development Block Gmnts/knlillement Omints • Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services,financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Catalog of Federal Domestic Assistance(CIDA)Number: I I.218 CMDA l IIIc Community Development Block GrantsYEntitlement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 9 of 19 Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Contractor shalt, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Calaln_e of Fcdc,al Domestic Assistance(CPDA)Number: 14 218 LPDA Talc: Community Ousel/Innen(Block Grams/Fntillemcnt Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 10 of 19 (G) Contractor shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.)or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (I) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement,whether by assignment, delegation or novation,without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. Catalog of Federal Domestic Assistance tCFDAI Number: 14 21 k (IDA I ittec Community Development Block Drants+ntiarnmnt(lanes Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 11 of 19 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment 0 of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Catalog of ledcral Domestic Asslslnnee(CFDy Number_ I4. IN CFDA Title. Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 12 of 19 its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty-(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Avenue Monrovia, California 91016 Attn: Dr. George Nalbach, Executive Director Ultalea of Faleml Domestic Assistance l CFDA)Number: 14 218 C FDA Title: CommnuiK Development Block Cimntsltnlilleplenl Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 13 of 19 CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G)Requirements forbidding interests in this Contract by City and local government officials. (H)Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (I) Program income-Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreements expiration, shall be paid to the City as required by Section A-15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CMDA 1tIe Community Ucwlopmcnt nlauk Grams/entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 14 of 19 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant(CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or(2)disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents& Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents& Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall beat City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City., be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Catalog of federal Domestic Assistance CFI]A)Number- ( umbccI FDA Idly ((immunity Development muck GmnlshmiOcmmnl(francs Family Counseling Services Public Service Agency Agreement FY 2017-15 Page 15 of 19 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity,to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Clalog or Federal Domestic Assistance(CI DA)]'umber 10218 CIDA roe. Community Deselopmeni Block Grants/rmitlement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 16 of 19 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement,the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. Catalog of Federal Domestic Assistance(CI'DA)Number. 14.218 CF DA 1 itle. CO,nnwnti Development Block Cwntslbatitlanent Giants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 17 of 19 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right. and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2017. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance((FDA)Nmnhcr: 14 218 CI-DA title Community Development Block(irants!Lnlillement Drank Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 18 of 19 CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY'. ✓, a.-- BY: S SQ• Bill Manis G-orge alba h, PH.D. City Manager Executiv- Di -ctor Attest By: /1 � 1 Marc Donohue City Clerk Approved as to/FFoo�rm ,/ By. ��1 / �G/ 'ache) Richman Burke, Williams & Sorensen, LLP City Attorney Catalog ortederal Domcsus Ass'stance CI•VA)Number 1421ii CFDA Title: Community DereloVmenl Block Grants 1 ntitlement Grants Family Counseling Services Public Service Agency Agreement FY 2017-18 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Fcacrat nomcnic Assistance)CF A)Number: 11218 CI DA 'bile Community Development Block Gena/cnilucmeni Grants 10 Project Name Family Counseling Services Target Area Community Wide Goals Supported Increase Public Services for the At-Risk Youth Needs Addressed Supportive Service Needs Funding CDBG: $5,000 Description Provide funds for the Family Counseling Program. The Family Counseling Program provides low-cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally trained and licensed counselors offer help with substance abuse,addictions, psychotherapy, and intervention. Target Date 6/30/2018 Estimate the number and type of families that will benefit from the proposed activities Location Description Planned Activities Through a sub-recipient contract with the Sant Anita Family Service, this program will provide low-cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Annual Action Plan 37 2017 OMB Control No:2505-0117(exp.06/30/2018) PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY 1. PARTIES AND DATE. This Agreement is made and entered into this 26th day of April, 2016 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770("City")and Family Counseling Services of West San Gabriel Valley,A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301-5320)as amended (hereinafter"ACT"). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ("Project") in the amount of$5,000 for the FY 2016-17. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit"A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials,tools, equipment,food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2016 to June 30, 2017, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 2 of 19 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages,salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit"A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. George Nalbach, Executive Director and Danae Powers, LMFT, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager,or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shah not accept direction or orders from any person other than the City's Representative or his or her designee. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 3 of 19 3.2.6 Contractor's Representative. Contractor hereby designates Dr. George Nalbach, Executive Director, or his designee,to act as its representative for the performance of this Agreement("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits,qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Catalog of Federal Domestic Assistance(CFDA)Number: 141 1 A CFDA Tile_ Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 4 of 19 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability:Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees,agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1)the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership,operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2)the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such afforded to the City, its cdirectors�officalsnofferrs,e t protection employees, agents volunteers. 3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, paymenteof loses and related einvestig ton osts,aclla ms and procure nd adm nist atve and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title_ Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 6 of 19 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title_ Community Development Block Grams/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor(except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of$25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)0) of§570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City(No payment is required after period of time specified in §570.503(b)(7)0)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos.A-87, A-133, and A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Catalog of Federal Domestic Assistance(CFDA)Number. 14 218 CFDA Title: of Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin,or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities,services,financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race., color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex,the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies,the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grams Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 9 of 19 Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CPDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 10 of 19 (G) Contractor shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975(42 U.S.C. 6101 et seq.)or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (I) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.)and with the requirements of the Americans with Disabilities Act(ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement,whether by assignment, delegation or novation,without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank,trust company or other financial institution, or to a trustee in bankruptcy,without such approval. Any assignment,delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. Catalog of Federal Domestic Assistance(CFDA)Number. 14218 CFDA Title.. Community Development Block Grams/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 11 of 19 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract,the conflict of interest provisions in Attachment 0 of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (l ) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600,et seq., ("Prevailing Wage Laws"),which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Catalog of Federal Domestic Assistance(CFDA)Number. 14218 CFDA title: Community Development Block Grants/Entitlement Grants • Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 12 of 19 its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement.Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty-(30)day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Avenue Monrovia, California 91016 Attn: Dr. George Nalbach, Executive Director Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 13 of 19 CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C)Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G)Requirements forbidding interests in this Contract by City and local government officials. (H)Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (I) Program income-Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A-15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. Catalog of Federal Domestic Assistance(CFDA)Number: 14 218 CFDA Title'. Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 14 of 19 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant(CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or(2)disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents& Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement("Documents& Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents& Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda,specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not,without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Catalog of Federal Domestic Assistance(CFDA)Number. 14 214 CFDA Title: Community Development Block(Inuits/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 15 of 19 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers,employees,volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity,to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 16 of 19 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement,the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers,employees,agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City. during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. Catalog of Federal Domestic Assistance(CFDA)Number 14 218 CFDA Talc Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 17 of 19 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2016. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title_ Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 18 of 19 CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY i, Bill Manis George Nal• F, PH.D. City Manager Executive Dir- tor Attest: By: Ericka Hernandez Interim City Clerk Approved as to Form: By: l !—u Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants • Family Counseling Services Public Service Agency Agreement FY 2016-17 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants U.S.Department of Housing&Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 260-5205-5720-11006 Priority Need Public Service Project Title Family Counseling Services of West San Gabriel Valley Project Description Provide finds for the Family Counseling Program. The Family Counseling Program provides low-cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally -trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 605 S.Myrtle Avenue, Monrovia,California 91016 HUD Matrix Code Title Funding Sources 050 Mental Health Services CDBG $ 5,000 CDBG Citation Eligibility ESG 570.201(e) 570.208(a)(2)-L/M Limited Clientele HOME Type of Recipient Location HOPWA Subrecipient Private Address Prior Year Funds 570.500(c) Assisted Housing Start Date Completion Date PHA 07/01/2016 06/30/2017 Other Funding Annual Units Units Upon Completion Total $ 5,000 30 People 30 People Objective Category Outcome Category Suitable Living Sustainability Environment The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV/AIDS ❑ Persons with Disabilities ❑ Public Housing Needs in PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY 1. PARTIES AND DATE. This Agreement is made and entered into this 28th day of April, 2015 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ( "Contractor'). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties" 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT"). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project ") in the amount of $5,000 for the FY 2015 -16. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2016, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 2 of 19 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams /Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 3 of 19 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 4 of 19 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coveraae. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 6 of 19 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDATitle: Community Development Block Grants/Emidement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Bntitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differentlyfrom another in determining whetherthe individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. program or activity as an employee. 6. Deny an opportunity to participate in a (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Bntitiement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 9 of 19 Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants-for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in.Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 10 of 19 (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 11 of 19 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et sue., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 12 of 19 available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Monrovia, California 91606 Attn: Dr. Fred Loya, Executive Director Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 13 of 19 CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law ana Lenmcanon ana Hssurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA'f4tle: Community Development Block Grants /Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 14 of 19 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentialitv. 3.5.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 15 of 19 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs,.expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 16 of 19 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 17 of 19 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2015. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 18 of 19 CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: / / % BY: Jeff AllrL5d , ,�� d�� `c FAA. City Manager xecuti e Director Attest: By: L at Gloria Molleda City Clerk Approved as to Form: B achel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2015 -16 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 4750- 6320- P93102 Priority Need Public Service Project Title Family Counseling Services Project Description Provide funds for the Family Counseling Program. The Family Counseling Program provides low -cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally — trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 121 S. Santa Anita Street, San Gabriel, California 91776 HUD Matrix Code Title 050 Mental Health Services CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c) PHA Start Date Completion Date 07/01/2015 06/30/2016 Annual Units Units Upon Completion 30 People 30 People Objective Category Outcome Category Suitable Living Sustainability Environment The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Funding Sources CDBG $ 5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding Total $ 5,000 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY 1. PARTIES AND DATE. This Agreement is made and entered into this 131" day of May, 2014 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ( "Contractor "). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project ") in the amount of $5,000 for the FY 2014 -15. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City . 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term. 31.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor. materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ("Services") The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2014to June 30, 2015, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Ce ®logof FCdcral Domestic ASsislance (CFDA)aumbeo 14218 CFDA TBlc Comm-in Development Block Gmnrs/Entitlement Grant Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 2 of 19 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City,. Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2 .3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 325 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Caralog of Federal Domestic Assistance ICFDA) Number: 14 218 C1 DA Title Community Development Block GrumsFrtillement GmWs Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 3 of 19 3.2.6 Contractors Representative. Contractor hereby designates Dr. Fred Loya, Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative'). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his bestskill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City,. any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City., shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Projector the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the eventthat the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuantto the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Catalog or Federal Domestic Assistance(CFDA) Number 141tl CI'DATitle Commuriry Development Block Grants /Ertidemrnt Grants Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 4 of 19 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 12.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000, (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work: and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Asaismnw iCFDA) Vumber. 11218 CFDA Ti11e. Cm.. n p' Uwclopmcni Block Gang /Emitlemem Gams Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 5 of 19 (B) Automobile Liabilitv. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess ofthe Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials., officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 12.10.4 Separation of Insureds. No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self - Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City., its directors, officials, officers, employees, agents and volunteers, or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs., claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time Catalog orl'cdcral Domestic Assistance (CFDA) Number. 14 215 CFDATitle. (caaaa ip Developmem Black GmntxlFmitlemenr Grants Family Counseling Services Public service Agency Agreement FY 2014 -15 Page 6 of 19 3.211 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures, (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries, and (C) adequate facilities forthe proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation ofthe income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Calalo6 of Federal DOmestic Assistance lCFDA)NUmbev 14219 CI-DA I nis Commnni , Development Black Grants/Enlidarient Grants Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City, or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion ofthe value attributable to expenditures of non -CDBG funds forthe acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, asset forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 32.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Camloc of federal Domestic Assistance (CFDA) Number: 14 218 CFDA Tide. Comantcd - DeveDpalenl Block Gent, Tn,Blemen, Granm Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, orsex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide anyfacilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated orseparate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Calalos of Federal Domestic Assislance (CFDA) Nmnber. 14218 C1'DA 1 isle: Communtry Darlopmenl tllock Granls�Dntitlemcnl Gan¢ Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 9 of 19 Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to complywith any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Catalog of I edeml Domestic Assistance (CFDA) Number. 14218 CFDA'ritle. Community Developmcnl Block Gmnts/FnliOement Grants Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 10 of 19 (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protectthe interest of the United States. (H) Contractorshall notdiscriminate on thebasis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 ofthe Rehabilitation Act of 1973 (29 U.S.C. 794). (I) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to. or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment. delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. Canlog of Fedeenl Uomes�ic Assis�enec (GFIJ 4) Number'. 14.218 CFDA Title Commnnih Devclopn,am Block GremsvEntiOemcnt Grams Family Counseling Services Public service Agency Agreement FY 2014 -15 Page 11 of 19 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractorshall not be reimbursed for any expenses unless authorized in writing by City . 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary atthe execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et sec., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on 'public works' and "maintenance' projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and ifthe total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Catalog of federal DomeSM ASS Srunce(CFDA) Number 14218 CFDA TWe Communip Daelopmr l &oek Gmms/Fnllllemenl Gmnis Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 12 of 19 its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings., and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Monrovia. California 91606 Attn: Dr. Fred Loya, Executive Director C:nelog of FrAenl DOmrslic ASeis ®nee(CFDA)Fnmben 14218 CFnATiile. CommnninDevelopnmm Block Geanli'Emillemwl Gmn� Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 13 of 19 CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered orwhen mailed., forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (I) Program income- Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 ofthis Agreement and 24 C.F.R. 50T503(b)- (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. Catalog ofredeml Domesfic Assi9ance (CFUA) Numbno: 14.218 CFDA 1,tle. Community Uaelopmem Rlock GrentstEmitlemem Grants Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 14 of 19 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or(2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentialitv. 3.5.4.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for Cityto copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents orworks of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentialitv. All ideas, memoranda, specifications, plans, procedures., drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the priorwritten consent of City, be used by Contractorfor any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project,. or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Catalog aft Weral Domestic Assistance (CFDA) Number: 14.219 CF DA Lille. Communin Development Bluck Gram,Entitlement Grains Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 15 of 19 3.5.5 Cooperation Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be broughtor instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds., if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.511 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. CaaloS orrederel Domrsfic Assistan¢ 1CPDA) Npmbcr: 14 218 CFDAT,11e: Cnmmuni9'DCVC opmavt ❑lock Granls /Emil crown G10n1s Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 16 of 19 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein withoutthe prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5. 15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, otherthan a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach orviolation of this warranty, City shall have the rightto rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. Ca,clou of Rtletal Domevtie Ass¢tance (CFDA) Number: 14218 CFDA I itic Communin Dcvclopmenc Block Grants Fncillcment Gmnis Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 17 of 19 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2014. (SIGNATURES ON NEXT PAGE) C.Wogoftede.l Domeslicm>ivmnce(CFDA) KUmban 14.218 CFDAT,le CommuniK Developmem RI-1, C,nws/Emidemem Crane Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 18 of 19 CITY OF ROSEMEAD BY: J Allr6d City Manager Attest: By: loria Molleda City Clerk Approved as to Form By: Rachel Richman Burke, Williams & Sorensen, LLP City Attorney FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY Fred Loya Executive Dire or Celelog ofFeAUal DOmeelic ASSlsance�CFDA)6nmber 14218 CFDA Talc Communip D -11, —, Block Arent #Enntlement Crams Family Counseling Services Public Service Agency Agreement FY 2014 -15 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES CalalogolFedetel DOmestic ASSis ®ncx(CFDA) N..ke 14218 CFDA Ti0e'. Community Dceelopmcnt 81ock Grenls/EmiOemem G�enls 2014 -2015 Annual Acton Flan U.S. Department of Housing & Urban Development CND Action Plan Listing of Proposed Projects Project ID Local ID 0010 4750- 6320- P93102 Priority Need Public Service Project Title Family Counseling Services rrolect imscripnon Provide funds for the Family Counseling Program. The Family Counseling Program provides low -cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally — trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 121 S. Santa Anita Street, San Gabriel, California 91776 HUD Matrix Code Title 050 Mental Health Services CDBG Citation Eligibility 570.201(e) 570 .208(a)(2) — LIVI Limited Clientele Type of Recipient _ Location Subrecipient Private Address 570,500(c) PHA Start Date Completion Date 07/01/2014 06/302015 Annual Units Units Upon Completion 50 People 50 Pco le Objective Category Outcome Category Suitable Living Sustainability Environment The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Fundin Sourc_e_s CDBG S 5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Fundin Total $ 5,000 Community Development Department 66 Annual Action Plan City of Rosemead FY 2014 -15 Izs PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 23rd day of April 2013 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ( "Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project ") in the amount of $5,000 for the FY 2013 -14. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Gmnts/Fnttlomem Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 2 of 19 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit 'Wattached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, or threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Catalog of Federal Domestic Assistance (CFDA) Number: 14.216 CFDA Tide: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 3 of 19 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be "maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 4 of 19 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreementllocation or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grants/Entitlement Gmms Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess; shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid underthe terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractorshall furnish Citywith original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 6 of 19 3.2.11 Safe . Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in partwith CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in partwith CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Catalog of Federal Domestic Assistance (CFDA) Number 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 9 of 19 Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Gmnts/Emitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 10 of 19 (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, withoutthe priorwritten consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 11 of 19 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailinq Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seg., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 12 of 19 its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Monrovia, California 91606 Attn: Dr. Fred Loya, Executive Director Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Crants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 13 of 19 CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income - Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 14 of 19 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the " Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M) Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data'). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 15 of 19 3.5.5 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 16 of 19 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 17 of 19 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting, 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2013. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDATitle: Community Development Block Grants/Enfitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 18 of 19 CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: BY: d"n-j I Allred Fred Loya City Manager Executive Director Attest: B: �kh IC4 Gloria Molleda City Clerk Approved as to Form: By: 6duN e4 w 40 Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.219 CFDA Title: Community Development Block GrantwEntitlement Grants Family Counseling Services Public Service Agency Agreement FY 2013 -14 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants M3 =101 00W U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0010 4750- 6320- P93102 Priority Need Public Service Project Title Fanrily Counseling Services Project Description Provide funds for the Family Counseling Program. The Family Counseling Program provides low -cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally — trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 121 S. Santa Anita Street, San Gabriel, California 91776 HUD Matrix Code Title 050 Mental Health Services CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c) PHA Start Date Completion Date 07/01/2013 06/30/2014 Annual Units Units Upon Completion 50 People 50 People Objective Category Outcome Category Suitable Living Sustainability Environment The primary purpose is to help: • the Homeless • Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Funding Sources CDBG $ 5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding Total S 5,000 Community Development Department 66 Annual Action Plan City of Rosemead FY 2013 -14 CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 (626) 569 -2102 ppiatt@cityofrosemead.org NON - PROFIT COMMUNITY SERVICE ORGANIZATION REQUEST FOR FUNDING FISCAL YEAR 2013 -2014 Legal Name of Organization: SANTA ANITA FAMILY SERVICE Tax ID #: 95- 1816014 DUNS #: Address: 206 E. Las Tunas Dr., Suite 12: San Gabriel, CA 91776 Executive Director: Contact Name: Dr. Jennifer Foote Telephone: (626) 308 -1414 Fax: (626) 308 -1818 Email: drfoote@santaanitafamilyservice.org Purpose of Organization: Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high quality educational, mental health and social service programs. Enter "X" by the appropriate designation: X Non- profit organization For -profit organization Enter "X" by all that apply: A faith -based organization An institution of higher education X Not Applicable TOTAL UNDUPLICATED ROSEMEAD CLIENTS: FY 11 -12 50 (Please Complete Attached Backup — Performance Report) (Est.) FY 12 -13 17 ROSEMEAD FY 2012 -2013 FINANCIAL SUPPORT: Exhibit A FY 2013 -2014 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: $5,000 AGENCY TOTAL BUDGET FOR FISCAL YEAR 2013 -2014: Exhibit B 1. State the Agency's missio:., goals and major objectives. In addition, .:ascribe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Missions Statement: Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high - quality educational, mental health and social service programs. Goals: • Support Family Stability • Sober Living • Drug — Free Lifestyle • Violence —Free Lifestyle • Child Abuse Prevention/Intervention • Older Adults Stability/Independence • Emotional Well -Being of Adults and Children Objectives: • Provide: • Individual, group, family, and conjoint treatment • Parent — Education • Drug /Alcohol Treatment • Domestic Violence Treatment • Case Management • Linkages • Information and Referrals for Housing, Food, In Home Supportive Services, Child Care, etc. Programs designed to meet goals and objects: • Rosemead Program • Senior Services • Pathways • P.A.C.T. (Parents and Children in Transition) • PC 1000 • Domestic Violence Batterers Program • Family Support • DV Ca1WORKS • CalWORKS Substance Abuse Program • General Relief Substance Abuse Program • CDBG— Domestic Violence • CDBG — Senior Services • CDBG — Case Management • Family Preservation • YAB (Youth Accountability Board) • Food Stamp Program • Arcadia Unified School District Program • Covina Unified School District Program 2 2. Briefly explain any new programs or services to Rosemead residents during FY 2012 - 2013. Are any planned for FY 2013 -2014? No new programs /services 3. How are clients referred to your agency? Community Agencies, Schools, Police Department, Department of Children and Family Services, Prototypes, Residents of Rosemead 4. List and explain any major changes in funding patterns or expenditures No changes in funding this year 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.) See attached (EXHIBIT C) 6. What facilities in Rosemead are used to conduct services? None at this time. Services are provided out of our San Gabriel office. We have made past attempts to work with the local schools to provide a variety of services, such as parent education; however, space is often an issue and the families are also able to commute to the SG office where the services are already being provided. 7. The proposed Community Service would be provided to: Mark each that apply • Low and Moderate - Income persons or: households X Abused Children • Handicapped Persons • Illiterate Persons • Battered Spouses • Homeless Persons • Migrant Farm Workers • Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program /project: 15 Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional page if necessary) Our program is geared towards an array of issues many face; thus, to speak on one becomes a challenge. Therefore, I have chosen two that can narrate some of the issues our Rosemead Program participants deal with. Jennifer, a Hispanic woman in her mid 30s , was finally able to disclose to herself and close friends that she had been sexually molested by her uncle for several 3 years, beginning a the age of 4. Although she told her mother, -nothing was done to stop the abuse. Growing up, Jennifer began to believe that she deserved the abuse and that it was her fault. After many abusive relationships, she found herself feeling very depressed and, at one point, suicidal. Having very little economic resources, Jennifer did not think she could afford the help she needed. However, through the no to low cost counseling program through the City of Rosemead, Jennifer was able to reach out receive the treatment she needed. She began attending a group for adults molested as children (AMAC) and individual therapy on a weekly basis. Jennifer,.thus far, has begun to discuss her intense feelings of shame and lack of self worth stemming from such early and ongoing trauma. As a result, Jennifer is beginning to understand that the abuse was not her fault and she is rebuilding her self esteem. Because of the no to low cost counseling program through the City of Rosemead, Jennifer was able to seek help and begin the process of breaking the cycle of abuse. The other case involves children: Johnny, who at the time was 10 years of age, and Kimberly who was 14 years old were mandated into to treatment by Department of Children Services (DCFS) after being removed from their mother's care and placed with a family member. Both Johnny and Kimberly had seen their mother and her boyfriend severely abuse each other physically, verbally, and emotionally and a child abuse report was made. For years, Johnny and Kimberly had seen their mother rotate in and out of their lives as she was often incarcerated. In addition, Kimberly had also been sexually abused by her biological father; therefore, their father was also not a part of their lives. This; however, would be the first time that Johnny and Kimberly would seek treatment for all the abuse and instability in their lives. Therapy in the past was not an option, as it was thought of as too expensive.. However, with the Rosemead program both Johnny and Kimberly could receive treatment. Therefore, both Johnny and Kimberly began individual therapy once a week. Johnny, in the beginning, was shy and quiet. , He soon started to open up about all his fears. He began to be more animated and verbal about his thoughts and feelings. In addition, Johnny started to recognize his strengths and praise himself for his efforts at school. Kimberly in the beginning was also quiet; however, she seemed more reserved and untrusting. Though out therapy, Kimberly began to discuss the traumatic events in her life, such as the sexual abuse and the instability of her mother, and was building a strong social support at school. As therapy transitioned to include family reunification with their mother, both Johnny and Kimberly were able to express their hesitancy with their mother's return and fears of her inability to refrain from trouble with the law and incarceration. This was important for both Johnny and Kimberly as this was a cycle that had been happening through out their life. In the end, Johnny and Kimberly's mother did return to prison. However, Johnny and Kimberly were able to utilize therapy as a consistent part of their life to cope. And, in the end, both Johnny and Kimberly began the process of not blaming themselves, have a greater support network, utilize school as a positive outlet, developed boundaries to prevent future abuse, and have other coping skills to deal with the parents and the trauma they have endured. Because of the Rosemead program, Johnny and Kimberly could receive the help they needed and know that there is help available to them. 91 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG Santa Anita Family Service has had an extensive experience with CDBG. For over 23 years we have worked with one or more of the following CDBG: Azusa, Baldwin Park, Monterey Park, Rosemead, Gloria Molina's office. In addition, Santa Anita Family Service was awarded 4 CSBG grants — two for Supervisory Districts 1 and 5 for domestic violence, case management, and senior services 12. Do you charge any fees to your clients? If so, what is the fee structure? N/A for Rosemead clients Rosemead clients may be asked for up to $10.00 in co- payments for service, however most are $0 or $5.00 G \ / g\ §7 22 kGO $� )° (� �\ e 2§ /k e \ §� m� aq / E r () 3{ \\ \) }\ IS ) \7 LO � a = # ) G _ ( j / OD . £ \) e = o \ y 0 G CD ) \ - \§ ©)5 ( 0 C, ] $! \- §» ® \k ^ ®_ J!20 } @ § 0) r r a . G/ )( (0 \ Cl) ) `) ±_# e ° 2 \ \ \ � \ \ \ 9 4 = ) \ Ir � r () 3{ \\ $ }\ IS z k\ \k $$ 7\ )/ �x Q§ mz 25 \\ ba )/ \� o§ \° Q �b 2b \/ 4 z \\ 3/ \/ ;2 (( tl- ) §) ) ( aT j00 �0 o E Q ) § \- § 7 ]b(;- §K ®[) ^ . k\r§)- a e a. \ Q . e \ � � ) ( LM u 4 > s = ) \ * ; 2 \ } ) \ ) ) 10 \\ 3/ \/ ;2 (( tl- PROGRAM BUDGET Use Whole Dollars Only Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. N/A Please explain what expenses are included in the "Other" Category. N/A FY 2011 -2012 Current Operating Year FY 2012 -2013 Proposed Budget FY 2013 -2014 CDBG SHARE FY 2013 -14* Expense Salaries 223,256 223,256 223,256 28,000 Employee Benefits 33,489 33,489 33,489 6,062 Employees Payroll Taxes 17,079 17,079 17,079 0 Profes. & Consultant Fees 0 0 0 0 Supplies 6,000 6,000 6,000 1,800 Telephone & Fax 12,000 12,000 12,000 1,800 Postage & Shipping 1,800 1,800 1,800 300 Occupancy & Utilities 36,000 36,000 36,000 1,200 Rental & Maint. of Equip. 0 0 0 0 Printing & Publishing 0 0 0 0 Travel and Transportation 2,000 2,000 2,000 838 Conferences 0 .0 0 0 Specific Assist. To Individuals 0 0 0 0 Membership Dues 0 0 0 0 Awards & Grants 22,000 22,000 22,000 1,200 Insurance 0 0 0 0 Equipment Purchased 10,000 10,000 10,000 0 Misc. Expenses 0 0 0 0 Transfer to Other Funds 0 0 0 0 Dues to National Organizations 0 0 0 0 Over Expenses 0 0 0 0 Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. N/A Please explain what expenses are included in the "Other" Category. N/A 1 "MMU MANA"I Use Whole Dollars Only Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. N/A 0 FY 2011 -2012 Current Operating Year FY 2012 -2013 Proposed for FY 2013 -2014 Public Support Contributions 109000 10,000 109000 Foundation & Private Grants 209000 209000 20,000 Fundraising/ special Events 209000 209000 20,000 Legacies and Bequests 0 0 0 Other Federated Org. 0 0 0 United Way 0 0 0 Misc. Organizations 0 0 0 Other 0 0 0 Subtotal 509000 50,000 509000 Government Federal 1229424 1229424 1229424 State 1259000 1259000 1259000 Local 65,000 659000 65,000 Subtotal 3129424 3129424 312,424 Other Revenue Membership Dues 0 0 0 Program Services Fees 1,200 1,200 1,200 Investment Income 0 0 0 Transfer From Other Fund 0 0 0 All Other Revenue 0 0 0 Subtotal 1,200 19200 1,200 TOTAL REVENUE 363,624 3639624 3639624 Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. N/A 0 I HAVE BEEN. XTHORIZED TO SUBMIT REQUEST I OR FUNDING Title Wdrull Email Organization I [Z� ii 3 Date DO NOT COMPLETE THIS SECTION - FOR CITY USE ONLY Date Application Received: Date Reviewed by Rosemead Staff: Approved or Declined: Date Notification Letter Sent to Applicant: EXHIBITS CONTENTS EXHIBIT A-- ROSEMEAD 2012.2013 FINANCIAL SUPPORT EXHIBIT B-- AGENCY TOTAL BUDGET FOR FISCAL YEAR 20132014 EXHIBIT. C-- FUNDING SOURCES & AMOUNTS Exhibit A 1 of 2 pages Santa Anita Family Service Budget 12 -13 Exhibit A Jul '10 -Jun 11 Jul '11 -Jun 12 Income 4000 • Donations 23,080.00 12,000.00 4100 • Program Fundraising 800.00 1,000.00 4200 • Board Contributions 5,000.00 2,000.00 4600 • Revenue - Assoc Org. Monrov 2,000.00 2,000.00 5001 • Senior Center Contract 979,302.00 936,541.00 50012 - Family Support Contract 150,000.00 133,777.00 50015 • DV Calworks Contract 229,038.00 229,038.00 50018 • DV Calworks Grow Dist 1 27,672.00 27,672.00 5002 • Pathways Contract 19,682.00 19,682.00 5003 • Pact Contract 116,666.00 116,666.00 5006 • City of Azusa Contract 10,000.00 10,000.00 5007 • City of Covina 2,500.00 2,800.00 5013 • City of Baldwin Park -SC 5,000.00 5,000.00 5014 • Covina Unified School Dist 22,830.00 22,500.00 5015 • Arcadia Unified School 10,000.00 13,020.00 5016 • Pathways GR- Contract 8,007.00 8,007.00 5017 • Pathways Calworks- Contract 7,144.00 6,357.00 5020 • Family Preservation Contract 500,830.00 559,000.00 5022 • City of Rosemead Contract 40,000.00 5,000.00 5023 - General Relief /FCS Contract 5,069.00 40,763.00 5024 • Calworks /FCS Contract 19,000.00 10,000.00 5032 • LEARN 1,080.00 1,080.00 5050 • DPSS- Food Stamp Contract 2,880.00 1,500.00 5060 • DPSS 5 SS 19,432.00 57,522.00 5070 • CSBG 1 SS 15,178.00 27,655.00 5080 • CSBG SC SCM 26,012.00 32,432.00 5090 • CSBG DV 1 73,671.00 75,384.00 6000 • Murex Petroleum Corp. 2,255.00 1,300.00 6100 • Amerada Hess Corp. 8,151.00 3,500.00 6150 • Denbury 800.00 1,000.00 6175 • Ranch Oil Co. 639.00 425.00 6185 • FidelityOil Company 100.00 100.00 6195 • Assistance League 17,500.00 - 6196 - Hillsides - Family Pres 2,358.00 18,000.00 6200 • Counseling Fees 30,995.00 30,757.00 6201 • Pathways Fees 250.00 93.00 6202 • PC 1000 Fees 9,115.00 4,875.00 6203 • PACT Fees 15,956.00 11,343.00 6204 - Domestic Violence Fees 41,985.00 22,226.00 6205 • Prop 36 -1 Fees 4,000.00 2,460.00 6206 • Parenting Fees 4,760.00 3,672.00 6207 • Senior Center income 7,692.00 5,901.00 6208 • Sex Offenders Fees - 6209 • Rosemead fees 1,100.00 531.00 6211 • Anger Management Fees 4,238.00 5,022.00 6212 • Adolescent Group Fees 450.00 - 6213 • Chronic Illness Fees 760.00 870.00 6214 • Empowerment Group Fees 2,485.00 2,250.00 6215 • FCS /GR Fees 382.00 - 6220 • YAB Fees 45.00 6221 • MFG Fees 85.00 - 6230 • Rental income 4,488.00 4,492.00 6500 • Miscellanous Income 410.00 630.00 6520 • Interest 500.00 444.00 6811 - United Way Donor Contributic 1,234.00 786.00 page 1 of 2 Total Income 2,484,606.00 2,479,073.00 Exhibit A 1 of 2 pages Exhibit A Santa Anita Family Service Budget 12 -13 Expense 7000 • Salaries 7050 • Salaries - Clerical 7090 • Salaries - Para Professional 7100 • Health Insurance 7210 • Payroll taxes 7230 • WIC Insurance 7240 • Unemployment Insurance 7400 • Stipens /SC 8040 • Accounting Services 8041 • ADP Fees 8110 • Office supplies 8150 • Educational Supplies 8175 • Educational Training 8200 • Telephone 8300 • Postage 8410 • Rent 8420 • Mortgage Interest Expense 8425 • Line of Credit Interest Expens 8426 • Fidelity Mortgage Interest 8430 • Utilities 8440 • Maintenance - Building 8445 • Maintenance Service & Repai 8490 • Other Building Expense 8501 • Rental & Maint of Equipment 8525 • Equipment Tax 8530 • Computer Maintenance 8600 • Printing 8720 • Mileage 8810 • Educational Conferences 9000 • Membership Dues 9100 • Filing Fees 9200 • Liability Insurance 9500 • Miscellaneous 9520 - Bank charges /Fees 9540 • Business License Renewal 9550 • Gateway Billing 9570 • Purchase of Service 9590 • Drug Testing 9592 • Fain Pres- Subcontractor 9593 • DV Cal -works Subcontractor 9594 • Family Support Subcontracto 9610 • Van Expense 9615•Gas Expense Total Expense Net Income Jul'10 -Jun 11 Jul '11 -Jun 12 922,680.00 30,533.00 922,680.00 159, 261.00 1,600.00 1 159, 261.00 535,563.00 506.00 545,863.00 140, 000.00 14,000.00 2 126, 633.00 135, 600.00 900.00 128, 000.00 55,000.00 37,469.00 15,000.00 30,000.00 5,000.00 - 23,000.00 23,000.00 12,160.00 10, 000.00 22,000.00 21,000.00 2,500.00 2,500.00 500.00 1.500.00 32,000.00 30,347.00 4,500.00 2,217.00 45,000.00 32,000.00 42,000.00 42,000.00 1.600.00 1,736.00 55,000.00 45,500.00 34,000.00 48,325.00 7,000.00 11,620.00 4,000.00 6,410.00 4,000.00 4,000.00 18,000.00 20,000.00 300.00 300.00 500.00 2,500.00 10,000.00 10,000.00 16,000.00 24,712.00 5,000.00 3,500.00 2,000.00 500.00 26,000.00 3 30,533.00 100.00 1 1.000.00 1,600.00 1 1,600.00 506.00 5 506.00 660.00 6 660.00 14,000.00 2 21,000.00 - 9 900.00 72,000.00 6 69,000.00 0.00 0.00 Page 2 of 2 Exhibit B EXHIBIT B 1 OF 2 pages Income 4000 - Donations 4100 • Program Fundraising 4200 - Board Contributions 4600 • Revenue - Assoc Org. Monrovia 5001 • Senior Center Contract 50012 - Family Support Contract 50015 • DV Calworks Contract 50018 - DV Calworks Grow Contract 5002 • Pathways Contract 5003 • Pact Contract 5006 • City of Azusa Contract 5007 • City of Covina 5013 - City of Baldwin Park -SC 5014 • Covina Unified School Dist 5015 • Arcadia Unified School 5016 - Pathways GR- Contract 5017 • Pathways Calworks- Contract 5020 • Family Preservation Contract 5022 - City of Rosemead Contract 5023 • General Relief /FCS Contract 5024 - Calworks /FCS Contract 5050. DPSS -Food Stamp 5060 • DPSS Senior Srvs 5080. CSBG 5CM 5090. CSBG DV1 5091. CSBG 1SS 6000 • Murex Petroleum Corp. 6100 • Amerada Hess Corp. 6150 - Denbury 6175 - Ranch Oil Co. 6185 • FidelityOil Company 6195 • Assistance League Hillsides 6200 - Counseling Fees 6230 - Rental income 6520 • Interest 6811 • United Way Donor Contributions Total Income Expense 7000 • Salaries 7050 - Salaries - Clerical 7090 • Salaries - Para Professional 7100 • Health Insurance 7210 - Payroll taxes 7230 • WIC Insurance Santa Anita Family Services Projected Budget FY 12 -13 Jul '12 - June '13 16,100.00 1,000.00 2,000.00 2,000.00 1,036,541.00 150,000.00 229,038.00 27,672.00 19,682.00 116,666.00 10,000.00 2,800.00 5,000.00 22, 500.00 13,020.00 8,007.00 6,357.00 527,000.00 5,000.00 40,763.00 16,632.00 1,500.00 57,522.00 32,432.00 75,384.00 27,655.00 1,300.00 3,500.00 1,000.00 425.00 100.00 18,000.00 90,000.00 4,493.00 444.00 786.00 2,572,319.00 921,204.00 - 159,261.00 596,724.00 126,633.00 141,309.00 37,000.00 Page 1 of 2 EXHIBIT B 1 OF 2 pages 7240 • Unemployment Insurance 8040 • Accounting Services 6041 - ADP Fees 8110 . Supplies 8175 • Educational Training 8200 - Telephone 8300 • Postage 8410 • Rent 8420 • Mortgage Interest Expense 8430 • Utilities 8440 Maintenance - Building 8445 • Maintenance Service & Repairs 8490 • Other Building Expense 8501 - Rental & Maint of Equipment 8525 • Equipment Tax 8530 • Computer Maintenance 8600 - Printing 8720 - Mileage - 8810 • Educational Conferences 9000 - Membership Dues 9100 • Filing Fees 9200 • Liability Insurance 9520 • Bank charges /Fees 9540 - Business License Renewal 9550 • Gateway Billing 9570 • Purchase of Service 9590 • Drug Testing 9592 - Fam Pres- Subcontractor 9593 - DV Cal -works Subcontractors 9594 • Family Support Subcontractor 9600 - U.S Finger Print Expense - 9610 -Van Expense Total Expense Net Income Santa Anita Family Services Projected Budget FY 12 -13 Jul'12- June'13 24,000.00 23,000.00 10,000.00 21,000.00 360.00 30,347.00 5,000.00 32,000.00 90,828.00 48,325.00 11,620.00 6,410.00 4,000.00 21,870.00 121.00 2,000.00 10,711.00 24,713.00 6,566.00 500.00 50.00 30,533.00 1,603.00 300.00 600.00 19,000.00 1,603.00 91,932.00 18,876.00 50,912.00 406.00 1,000.00 2,572,319.00 Page 2 of 2 EXHIBIT C Exhibit C 2013 -2014 Funding Resources FUNDING SOURCES ALLOCATION AMOUNT Donations 17,000 Client Fees 90,000 Contracts CSBG — Senior Services Districts 1 & 5 85,177 CSBG — Domestic Violence /Case Management 107,816 City of Azusa 10,000 City of Baldwin Park 5,000 City of Covina 25,300 Arcadia Unified School District 13,020 Senior Center Contract 1,013,564 P.A.C.T. Contract 116,666 Pathways Contract 19,682 General Relief 48,770 Ca1WORKS Contract 16,357 Family Preservation Contract 577,000 Family Support Contract 150,000 Domestic Violence Calworks /GR Contract 256,710 City of Rosemead 5,000 Learn 1,080 DPSS Food Stamps 1,500 Royalties 6,325 Miscellaneous 6,352 TOTAL 2,572,319 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 8`h day of May 2012 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City') and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 605 S. Myrtle, Monrovia, California 91606 ( "Contractor "). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project') in the amount of $5,000 for the FY 2012 -13. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing counseling services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2012 to June 30, 2013, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Family Counseling Services . Public Service Agency Agreement FY 2012 -13 Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection -with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 4 of 18 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A)_ General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work;. and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid underthe terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 6 of 18 safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor, shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities, The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. , 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not .utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits,or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to complywith any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 10 of 18 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $5,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 11 of 18 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seg., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type.of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 12 of 18 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 605 S. Myrtle Monrovia, California 91606 Attn: Dr. Fred Loya, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered orwhen mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 13 of 18 (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income - Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M) Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 14 of 18 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the priorwritten consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 15 of 18 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns.. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity: Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 16 of 18 performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2012. CITY OF ROSEMEAD BY: 4&,1 Jeff Wired City Manager FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY M Fred Loo Executive Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 17 of. 18 Attest: 1 I Gloria Molleda City Clerk Approved as to Form: By: f� Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Family Counseling Services Public Service Agency Agreement FY 2012 -13 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES 2012 = 2013AWFUNl'MUM ME U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0010 4750- 6320- P93102 Priority Need Public Service Project Title Family Counseling Services Project Description Provide funds for the Family Counseling Program. The Family Counseling Program provides low -cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally — trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 121 S. Santa Anita Street, San Gabriel, California 91776 HUD Matrix Code Title 050 Mental Health Services CDBG Citation Eligibility 570.201 e 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c) PHA Start Date Completion Date 07/01/2012 06/30/2013 Annual Units Units Upon Completion 50 People 50 People Objective Category Outcome Category Suitable Living Sustainability Environment The primary purpose is to help: • the Homeless • Persons with HIV /AIDS • Persons with Disabilities • Public Housing Needs Funding Sources CDBG S 5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding Total I S 5,000 Community Development Department 66 Annual Action Plan City of Rosemead FY 2012 -13 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 10th day of May 2011 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 121 S. Santa Anita Street, San Gabriel, California 91776 ( "Contractor "). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project') in the amount of $39,000 for the FY 2011 -12. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary-to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2011 to June 30, 2012, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Gtinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistentwith the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or properly, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 4 of 18 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.1 -1 Safety. Contractor shall execute and maintain its work so as to avoid injury , or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 6 of 18 safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control ttrat was acquired or improved in whole or in part with CDBG funds Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in arTy matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 10 of 18 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the priorwritten consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements,, for all Services rendered under this Agreement. The total compensation shall not exceed $39,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 11 of 18 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written - =notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 12 of 18 - 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required underthis Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 121 S. Santa Anita Street San Gabriel, California 91776 Attn: Dr. Fred Loya, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Manager Such notice shall be deemed made when personally delivered orwl yen mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements_relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 13 of 18 (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but riot limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 14 of 18 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law, This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 15 of 18 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity: Severabitity. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 16 of 18 performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Partywarrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives: This Agreement is effective as of July 1, 2011. CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: 4 BY: Je Allr d ed L)fya City Manager Exec ve Director Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 17 of 18 Attest: P i Gloria • •. City Clerk Approved as to Form: By: Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Family Counseling Services Public Service Agency Agreement FY 2011 -12 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES ,R.__�_ �E D11 ?01? Annuat�cnuA��al U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ED 0010 4750- 6320- P93102 Priority Need Public Service Project Title Family Counseling Services Project Description Provide funds for the Family Counseling Program. The Family Counseling Program provides low -cost crisis intervention and crime prevention services to youth under the age of 18 and their families who meet certain income requirements. Professionally — trained and licensed counselors offer help with substance abuse, addictions, psychotherapy and intervention. Location 121 S. Santa Anita Street, San Gabriel, California 91776 HUD Matrix Code Title 050 Mental Health Services CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location SubrecipientPrivate Address 570.500(c) PHA Start Date Completion Date 07/01/2011 06/30/2012 Annual Units Units Upon Completion 50 People 50 People Objective Category Outcome Category Living Sustainability LSuitable Environment The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Community Development Department 66 City of Rosemead Funding Sources CDBG $39,000 PSG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding. Total $39,000 Annual Action Plan FY 2011 -2012 5 �Z5, PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 27`h day of April, 2010 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 121 S. Santa Anita Street, San Gabriel, California 91776 ( "Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project') in the amount of $40,000 for the FY 2010 -11. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term 3. 1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2010 to June 30, 2011, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Family Counseling Services Public Service Agency Agreement Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 3.2.5 City's Representative, The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Family Counseling Services Public Service Agency Agreement Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Associate Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care Performance of Employees. Contractor shall perform all. Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants' that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Family Counseling Services Public Service Agency Agreement Page 4 of 18 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall beat least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and .(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000, (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Family Counseling Services Public Service Agency Agreement Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid underthe terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self - Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other Family Counseling Services Public Service Agency Agreement Page 6 of 18 safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds Family Counseling Services Public Service Agency Agreement Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction overthe project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Family Counseling Services Public Service Agency Agreement Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program oractivity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Family Counseling Services Public Service Agency Agreement Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and Order 11246 or September 24, 1965, and by the related rules, reports required by Executive regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible forfurther Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. Family Counseling Services Public Service Agency Agreement Page 10 of 18 3.2. 19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract 'activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $40,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Family Counseling Services Public Service Agency Agreement Page 11 of 18 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 33.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Family Counseling Services Public Service Agency Agreement Page 12 of 18 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 121 S. Santa Anita Street San Gabriel, California 91776 Attn: Dr. Fred Loya, Associate Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Economic Development Administrator Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. Family Counseling Services Public Service Agency Agreement Page 13 of 18 (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals otherthan Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Family Counseling Services Public Service Agency Agreement Page 14 of 18 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Family Counseling Services Public Service Agency Agreement Page 15 of 18 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third parry beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the Family Counseling Services Public Service Agency Agreement Page 16 of 18 performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2010. CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: BY: Aeff e W C/edoya City Manager Executive Family Counseling Services Public Service Agency Agreement Page 17 of 18 Attest: B' J16'u- old ZA� �, J, Gloria Molleda City Clerk Approved as to Form: By: Jos . Mon e Burke, Williams & Sorensen, LLP City Attorney Family Counseling Services Public Service Agency Agreement Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES CITY OF ROSEMEAD PRIVATE OR NON -PROFTT COMMUNITY SERVICE ORGANIZATION Request for Funding — Fiscal Year 2010 -2011 Name of Organization: Santa Anita Family Service Address: 121 S Santa Anita Street, San Gabriel, CA 91776 Executive Director: Dr. Fred Loya Contact Name: Dr. Jennifer Foote Telephone: 626.308.1414 Fax: 626.308.1818 Email: dJr'foote(E shcglobal net Purpose of Organization: Santa Anita Family Service was founded in 1951 to foster well-being of I- uur.n Enter "X" by the appropriate designation: X Non -profit organization _ For -profs organization Enter "X" by all that apply: A faith -based organization _ An institution of higher education X Not Applicable TOTAL UNDUPLICATED CLIENTS RECEIVED: FY 07 -08 34 (Please Complete Attached Backup — Performance Report) See EXHIBIT A�B,C FY 08 -09 43 (Est.) FY 09 -10 50 ROSEMEAD 2009 -2010 FINANCIAL SUPPORT: AGENCY TOTAL BUDGET FOR FISCAL YEAR 2010 -2011: 2010 -2011 FINANCIAL REQUEST: I See Attached (EXHIBIT Dl See Attached (EXHIBIT E) $40,000 1. State the Agency's mission, goals and major objectives. in addition, describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Missions Statement Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high - quality educational; mental health and social service programs. Goals: • Support Family Stability • Sober Living • Drug —Free Lifestyle • Violence — Free Lifestyle • Child Abuse Prevention/Intervention • Older Adults Stability/Independence • Emotional Well -Being of Adults and Children Objectives: • Provide: • Individual, group, family, and conjoint treatment • Parent — Education • Drug/Alcohol Treatment o Domestic Violence Treatment o Case Management o Linkages o Information and Referrals for Housing, Food, In Home Supportive Services, Child Care, etc Programs designed to meet goals and objects: • Rosemead Program • Senior Services • Pathways • P.A.C.T. (Parents and Children in Transition) • PC 1000 • Domestic Violence Batterers Program • White Cap Foundation • Family Support • DV Ca1WORKS • CalWORKS Substance Abuse Program • General Relief Substance Abuse Program • Proposition 36 • Image Plus: Alcohol and Drug Prevention and Education • Impact Plus: Project: Violence/Gang Prevention Program • Family Preservation • YAB (Youth Accountability Board) • Food Stamp Program • Monterey Park— Ethnic Harmony Program • San Gabriel Unified School District —Family Resource Center • Arcadia Unified School District Program • Covina Unified School District Program • Asian Helpfine 2 2. Briefly explain any new programs or services to Rosemead residents during FY 2007 -2008. Are any planned for FY 2010 -2011? No new programs/services 3. How are clients referred to your agency? Community Agencies, Schools, Police Department, Department of Children and Family Services, Prototypes, Residents of Rosemead 4. List and explain any major changes in funding patterns or expenditures Decrease in funding through State and Federal contracts 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.) See attached (EXHIBIT F) 6. What facilities in Rosemead are used to conduct services? None at this time. Services are provided out of our San Gabriel office. We have made past attempts to work with the local schools to provide a variety of services, such as parent education; however, space is often an issue and the families are also able to commute to the SG office where the services are already being provided. 7. The proposed Community Service would be provided to: Mark each that apply X Low and Moderate - Income persons or households X Abused Children X Handicapped Persons X Illiterate Persons X Battered Spouses X Homeless Persons X Migrant Farm Workers X Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project. 50 Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year. (Attach additional page if necessary — Exhibit G & H) Our program is geared towards an array of issues many face; thus, to speak on one case study becomes a challenge. Therefore, I have chosen two that can narrate some of the issues our Rosemead Program participants deal with. One is a current participant and one is a past participant: This is a case that is ongoing. It was opened only five months ago and has had tremendous obstacles and challenges to overcome. 3 Lauren, an eleven year old girl, was referred by the Department of Children & Family Services (DCFS) for individual therapy. Her parents were arrested for possession and intent to sell drugs and she was removed from the home which proved to be very traumatic for her. Lauren was reported to have frequent outbursts and temper tantrums, especially with her older brother. Lauren began therapy right away through the Rosemead Program. The focus of Lauren's treatment focused on identifying, processing, and having appropriate expression of feelings of anger and fear, which resulted from feeling she had been abandoned by her parents. Two months ago the family, including Lauren's 17 year old sister, began family therapy to address the trauma, relationships between parents and children and siblings, family reunification, and the goals /needs to be reunited and a healthy family. To date, the family remains in treatment and although Lauren has not been returned home permanently she is now allowed home on the weekends. The family continues to strive towards complete re- unification and on creating a healthy family environment for Lauren. To date, this little girl and her family have overcome many challenges such as anger outbursts, school difficulties, substance abuse and mental health issues of depression. They continue to utilize new coping methods and ways of communicating with one another. Without long term treatment, this family would be considered at high risk for failure. Because of the Rosemead Program, the family can afford the long- term treatment they need and have a new found hope that their family can be put back together. Jane, a woman in her mid 50s suddenly found herself abandoned by her husband of 30+ years. She found herself blaming herself for his infidelities; she began to believe he was right when he said she worthless and that she was a horrible mother. By now her children were grown but she was left with self - doubt. In turn, she began having difficulty sleeping, eating, and performing her usual activities. In the end, she felt worthless and alone. Because of the low cost counseling program, she was able to utilize therapy as a means to cope with all she was facing in her life. Through her time in treatment, she was able to explore the emotional abuse that she had endured for years, increase her confidence, sense of self worth and feelings of independence. She began feeling able to and did begin to resume her regular activities. She also began to learn to deal with things she had never had to deal with before, such as financial management, paying bills, etc. In addition, she began to build a network of support, which she did not have in years prior. It was her hard work in therapy that she was able to leave treatment with a sense of competence, self worth and pride in herself. She had now developed viable coping mechanisms, increased her social network, and had an understanding of the depression that took hold of her. Because of the 11 1 Rosemead Program Jane was able to seek help and in turn put her life back 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG Santa Anita Family Service has had an extensive experience with UDIS :. ror over 10 years we have worked with one or more of the following CDBG: Azusa, Baldwin Park, Monterey Park, Rosemead, Gloria Molina's office. In addition, Santa Anita Family Service was awarded 4 CSBG grants — two for Supervisory Districts 1 and 5 for domestic violence, case management, and senior services. 12. Total number served in prior years funded by the city of Rosemead 10 years (since 1999). Summary Last 3 years, • 2006 -2007 • Total Persons Unduplicated =17 • Total Persons Duplicated =101 • Total Counseling Hours Provided = 316 • 2007 -2008 • Total Persons Unduplicated = 34 • Total Persons Duplicated =110 • Total Counseling Hours Provided= 279 • •2008 -2009 • Total Persons Unduplicated = 43 • Total Persons Duplicated =165 • Total Counseling Hours Provided = 576 • 2009 -2010 (July— December) • Total Persons Unduplicated =29 • Total Persons Duplicated =83 • Total Counseling Hours Provided = 293.5 5 MY OF ROSEMEAD. PERFORMANCE REPORT FOR FISCAL YEAR 2007 -2008 SUMMARY OF DIRECT BENEFIT ACTIVITIES CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2008 -2009 SUMMARY OF DIRECT BENEFIT ACTIVITIES Please count number of undu licated persons White Black not Hispanic Asian or American SUB -TOTAL Female not of of Pacific Indian or Head of Hispanic Hispanic Islander Alaskan Household Origin Origin Native Above Low Income 81% or Higher of Median Income 1 3 4 1 Low Income 80% of Median income 1 5 6 1 Very Low 509/6 of Median Income 1 8 1 9 5 Extremely Low Income 30% of Median Income 1 12 2 15 7 Unlmown/O[her Total 34 14 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2008 -2009 SUMMARY OF DIRECT BENEFIT ACTIVITIES R Please count number of undu Grated arsons White Black not Hispanic Asian or American SUB -TOTAL Female not of of Pacific Indian or Head of Hispanic Hispanic Islander Alaskan Household Origin Origin Native Above Low Income 81% or Higher of Median Income 1 4 5 1 Low Income 809/6 of Median income 2 2 1 Very Low 50% of Median Income 1 10 1 12 3 Extremely Low income 30% of Median Income 4 19 1 24 15 Unknown/Other Total 43 20 R CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2009 -2010 (July- December) SUMMARY OF DIRECT BENEFIT ACTrurms 13. Proposed Program Budget — FY 2010 -2011 (Public Service Requests Only) White V=c ucowa Black not 11.11.w Hispanic Asian or Amenc Hispanic/ SUB -TOTAL Female Supplies not of of Consultant Services Pacific an Asian $4500 Head of Audits Hispanic Hispanic Other (Telephone) Islander Indian Mileage General & Direct Liability Program Income Total Costs $0 $213 $[2400] $40000 Household Origin Origin or .. Alaskan Native Above Low Income 81% or Higher of Median Income 2 2 1 Low Income 80% of Median income very Low 50% of Median 12 4 Income 12 Extremely Low Income 30% 14 9 of Median Income 2 12 Unknown/Other Total 29 14 13. Proposed Program Budget — FY 2010 -2011 (Public Service Requests Only) 7 CDBG SHARE OTHER SOURCES Personnel $35887 $329212 Equipment $0 $0 Supplies $600 $8400 Consultant Services $0 $0 Space Rent & Utilities $4500 $82500 Audits $0 . $10000 Other (Telephone) $1200 $10800 Mileage General & Direct Liability Program Income Total Costs $0 $213 $[2400] $40000 $2000 $21787 $0 $464699 7 TOTAL OPERATING BUDGET EXPENSES Use Whole Dollars Only * Percent Change Between Items in Columns B and C. Please explain Changes Greater than 15% between cohmmmns B and C (C -B)/B. No changes greater than 15% ** Explain What is Included in the "Other" Category. U A Most recent B Current C Proposed Budget D Percent Change ' fiscal year Operating Year July 1, 2010 to 2008/2009 2009/2010 June 30 2011 Expense Salaries 283500 283500 297675 5% Employee Benefits 39690 39690 44652 12.5% Employees Payroll Taxes 21688 21688 22772 5% Profes. & Consultant Fees 0 0 0 0 supplies (Program &office) 7000 7000 7000 0 Telephone & Fax 12000 12000 12000 0 Postage & Shipping 0 0 0 Occu cy & Utilities .1 89000 89000 89000 00 Rental & Maint. of Equip. 0 0 0 Printing & Publishing 0 0 0 0 Travel and Transportation 2000 2000 2000 0 Conferences 0 0 0 0 Specific Assist. To Individuals 0 00 on Membership Dues 0 00 0 Awards & Grants 0 00 0 Insurance cc al & Dimt Liabitity) 22000 22000 22000 0 Equipment Purchased 0 0 0 0 Misc. Expenses lnmrt> 10000 10000 .10000 Transfer to Other Funds 0 0 0 !AO Dues to National Or anizations 0 0 0 Other ** 0 0 0 486878 486878 507099 Surplus (or Deficit) of Total Support & Revenue Over Expenses * Percent Change Between Items in Columns B and C. Please explain Changes Greater than 15% between cohmmmns B and C (C -B)/B. No changes greater than 15% ** Explain What is Included in the "Other" Category. U e' None TOTAL OPERATING BUDGET REVENUE Use Whole Dollars Only *Colmmn A is the Audited or Most Recently completed 1 -Month Pen- ter than 15% Percent ** Percent Change From B and C (C -B)/B. Please Explain Changes Fundraising is a focus of our agency for this neat fiscal year Vj A B D Most Current Percent Rece nt Operating Change * Fiscal Year Year July 1, 2010 to 2008 -2009 2009 -2010 June 30, 2011 Public Support Contributions 1000 1000 1000 0 Foundation & Private 20000 20000 20000 0 Grants Fundraising/ special Events 1500 1500 1500 0 Legacies and Bequests 0 0 0 0 Other Federated Org. 0 0 0 0 United Way 56000 0 0 0 Misc. organizations 0 0 0 0 Other 0 0 0 0 Subtotal 22500 22500 22500 0 Government Federal 66000 66000 66000 0 State 330000 330000 330000 0 Local 65000 b5000 65000 0 Subtotal 461000 461000 461000 0 Other Revenue Membership Dues 0 0 0 0 Program Services Fees 3378 3378 3378 0 Investment Income 0 0 0 0 Transfer From Other Fund 0 0 0 0 All Other Revenue 0 0 0 0 Subtotal 3378 3378 3378 0 TOTAL REVENUE 486878 486878 486878 0 *Colmmn A is the Audited or Most Recently completed 1 -Month Pen- ter than 15% Percent ** Percent Change From B and C (C -B)/B. Please Explain Changes Fundraising is a focus of our agency for this neat fiscal year Vj rifle %-2-0)6L*-lglq X2! Phone Number x PAN I� `M 1LI U� orga iaation I Date WE EXHIB1Ts CONTENTS EXHIBrr A - PERFORMANCE REPORT 2007 -2008 i E:XFIIBrr B - PERFORMANCE REPORT 2008 -2009 EXHiBrr C - PERFORMANCE REPORT 2009 -2010 EXHIBrr D - ROSEMEAD 2009-2010 FINANCIAL SUPPORT EXHIBIT E - AGENCY TOTAL BUDGET FOR FISCAL YEAR 2010-2011 EXHIBIT F - FUNDING SOURCES & AMOUNTS EXHIBIT G - PARTICIPANT DRAWING THEN EXHIBIT H - PARTICIPANT DRAWING NOW c C 00 0 00 Z 0 N0 aI 1 I^ ci 1 F3, v N N m m O IT I ¢ LL N O N O N O ¢ % % O ry LL Z a c u Y E O 2 v m 9 m % Q m U O N N E O A O m % Q N A A C 0 9 u > D E m � = E o c 0 U m E iD m m is c m o m o— 'D U - a n m m E> e v- °m 0 o � 6 � O w v 0) 0 0 N I 00 0 �0 3 oI A! �L 1 �1 7W� I� a LL S 9 s F• y N 1V N N m N m r � N � m H N N umi m N n � a r m m m n N i n n o N m m E N L LL m m m m m r N O N O N a o m S u m N u> LL O .- r �- m o m N N n Q Z a 9 c m U w O E w 0 C 9 m N m Y N O 9 N W O r N N n N O N m m m r m ry m m N � 6 N � pG 0 O o y m m m ° Z Z Q Q 2 (D U Q O S `G R U 0 0 m Z C C J t O I O O Z �L I� I' •I X w d 6 B 0 0 0 0 0 N V 0 Q A V LL 0 N y P O N r N O b a � y 0 y LL V 2 N N U y la 0 N C1 y _ m � N E d 0 K 9 9 y N 0 m V y Q d W E m O � p m A 3T m E o a 'o S S_ E D L Y 15! O L Z 2 CJ m — o qd C Z s m E E L m c o d° 6 f Z m U O 2 .°� n U O o G s 5 4 o N° B Page-1 of 2 Sapta ¢pits Family 6arulca l,xhibd R 9 of 2 111199A suds4t 0& i9 -�yy1 Jul 111111 r JM13 q@ ,tHl X49 JUn 10_ . _.. ... Ipaofne 23.55260 23,080.00 n 1,100.00 800.p0 4480 • Program Fundraising 5,000.00 f11 4 ;90 • Beard Contribugons 2,050.00 2,000.00 4600 • Revenue - Assoc Org• Monrovia 2,000.00 979,302.00 6001 • Scalar Center Centred 785,543.58 150.000'00 - 50012 - Family Support Contract . 142,66691 229,030.06 50015 • DV Calwqrks Contract 228,183.00 27.672.00 7 5g016.OV Calwarks Grqw 4ist 1 27,472.00 rei 5012 • Pathways Contract 19,59.14 19.682.00 118.686.00 r..r 5003 • Pact Contract 11 8,5558.28 10,000.DO U 5006 - City of Azusa Contract 10,000.00 2.500.00 ray 5017: City of Covina 3,920.00 5 000,00 I�•t 5P13 • EIIy q( akJwin Park-SC B 5,000.00 22,630,00 'V4 5014, Covina Unlflatl School Dist 20,780.00 10,000.00 5015 - Arcadia Unified School 16,500.00 8,007.00 $016 •Pathways GR.COntragt 6,0 07.00 7,144.00 �I T UM 5017 • Pathways calwarks- Contract 6,357.00 50,163.00 5019 , Proposition 36 Contract 223,142.20 500,830.90 8020 •Family Preservation Contract 434,393.04 0 5022 • City of Rosemead Contract 39,940.00 A0,000.00 11"4 9023 • General Relief /FE$ Contras 33,469.92 5,069.00 ® 5024 • CalworkslFCS Contract - 11,519.04 19.009-00 5025. Imago Plus Contract 74,047.00 74,047.00 1 5026 • Impact Plus- CDBG Contract 15,000.00 15,00Q,00 0) 5027 - c tty of Monterey Park Contract 5,000.00 5,000.00 • Whitecap Found 20,000.00 20.000.00 0 5031 - San Gabriel Unified 13,740.00 O5032 1,080.00 7.980.00 • LEARN 240.00 2,080.00 N5050 • DP$3• Food Stamp Contract 5060 - DPSS 5 $S 19,432.00 19,432.00 A5070 • CSBG 1 $S 15,178.00 15,178.00 5080 - CSBG SC SCM 26,011.130 26,012.00 5090 • CSBG DV 1 68,921.28 73,671.DD W 6000 • Mure); Petroleum Corp. 2,254.16 2,255.00 6100 •1unerad3 Hess Corp. 8,151.13 8,151.00 6150 • Flenbury 800.52 800.00 r ` W 6175 • Ranch OII Co. 639.99 639.00 8185 • FldelltyOli Company 100.36 100,00 0 6105 • Assistance league 8,000.00 17,50Q.00 6196- Hlllsides.Famlly Pros 2,358.00 2,358.00 WO 62QO • Counseling Fags 30,994.70 30,995.00 1 6201 : Pathways Fees 250.00 25000 6202 -PC 1000 Fees 9,11520 9,195.00 6203 • PACT Fees 15,956.00 15,966,00 6204 • Domestic Violence Fees 41,965.00 41,985.PP 1 6205 • Prop 36.1 Fees _ 7,211.00 4,000.40 6206 • Parenting Fees 4,760.00 4,760.00 �d 6207 • Senior Center income' 7,69250 7.692.00 t�l 6208 • Sex Offenders Fees 4,015.00 r,1„l 6.209 • Rosemead fees 1,100.09 1,108.00 X6211 • Anger Management Fees 4,238•DO 4,238.00 621-2. Adolescent Group Fees 450.00 450.00 6213 • Chronic Illness Fees 760.00 760.00 6214 - Empowerment Group Fees 2.485.00 2,485.00 621 5 S. FCSIGR Fees 382.90 382.00 Page-1 of 2 €xitiblt D 1 of 2 pages 6220 • YAB Rees 6227 • MFG Fees 6230 • Rental income 6500 • Mlscellanous Income 0520! Interest 6811 - United Way Donor Contributions Total Income Expense 7000 • Salaries 7080 - 8al314e1 - eisrieal 7090. Salares - Para Professional 7100 - health Insurance 7290 • PAYrell texas T230 • WIC Insurance 7,740 • Unemployment Insurance 7400 - StipenslSC 8040 - Accounting Services 6041 - ADP Fees 8110 - Office supplies 8450 • Educational Supplies 8175 - Educational Training 8200 • Telephone 8300•Postage 8410 Rent 8420 - itlortgage interest Expense 8425 - Line of Credit Interest Expense 0426 - Fidelity MaRgpgp interest 0430 • Utilities 8440 • Maintenance - 9ullding 8445 • ?lalmomm4e Service & Repalm 8490 • other Building Expense 8501 - Rental & Mainl of Equipment 8525 • Equipment Tax 8530 • t:omputer Maintenanei^ 8600 - Printing - 4720 , ?Mileage 8810 • Educational Confpronces 9000 , ?Membership Dues 4100 • Filing Fees 9200 • Liability Insurance 9500 - f Miocellaneoue 9520 • flank chargeslFees 9$40 - Business License Renewal 955D • Gateway Billing 9570 • Purchase of Service 9590 • Drug Testing 9592 • Fam Pres.Subcontractor 9593 • DV Cal.works Subcontractors 9694 • Family Support Subcontractor 9610 -Van Expense Sol 5•Gas Expense Total Expense Santa Anita Family Soryleo Budgpt 09 -10 Jul too -Jun 09 Jul '09• Jun iB 45.00 as,pe 85.00 85.00 3,186.00 4,486.00 410.00 410.00 466.81 500.00 11234,99 1,234.00 2,556,516.13 2.628,016.00 1,146 211.39 1,009,990.00 165,583.95 159,261.00 535,02423 $35,563.00 140,193.58 140,000.00 138,391.50 135,600.00 $9,754,25 55,000.00 7,565.71 15,000.00 3,606.65 5.000.00 21,756.10 23.000.00 12,595.40 12,160.00 43,456.88 22,000.00 6,398.08 2,500.00 1,555.82 500.00 35,456.05 36,000.08 6.076.97 7,000.00 81,372.00 82,000.00 28,707.63 4$,000.00 1,699.33 1.600.00 18,548.60 55,000.00 31,091-48 44,OD0.00 8,164.57 7,000.00 4,069.70 4,000.00 12,311.61 6.000.00 19,475.13 18,000.00 552.43 300.00 89215 500.00 7,556.82 10,000.00 16,244.42 16,000.00 5,465.43 5,000.00 2,027.20 Z,DOO.DO 13,096 -00 - 48,502.01 26,000.00 ,'+x9_.45 100,40 11,602.63 ?,000.00 506.00 508.00 660.00 660.00 13,765.20 14,000.00 401.22 61,463.06 81,000.00 14,157.00 18,876.00 39,813.05 40.000.00 1,099.35 1,000.00 616.64 700.00 2746430.66 2,626,816.00 Met Income - 197,914.53 0.00 Page 2 of 2 Santa Anita Family 3e�1fI�Bs Page 1 of 2 Projected BLIdget m FY 1041 1 i gXH113TT E i OF 2 pages ... 11 Jul •10 - June ^ .w Income 23,080.00 �7 4000 - Donations 4100 • Program FundralPIN 800.00 py 4.200 , Geard Cent T MDns 6,000.00 I 4600 - Revenue - P,ssec Oro. Monbvia 2,000.00 So01 • Senior Center Contract 860,178.00 50012 - Family Support Contract 150,000.00 G) 50015 • DV Calwofka Contract 229 '0M.00 1`1 50018 - ov Calworks Prow Contract 20,754.00 r� _ 00019• Dv or" Alst 5 6,918 -00 - 19,68200 dr n 5002 • Pathways Contract ►� 5003 • Pact ContrlrCt 116,866.00 ° 5006 • City of Ailnia Contrast 10,000.00 5007 - City of Covina 2.500 OD O ' 5013 • City of Balchxin Park.SC 5000.00 5014 - Covina Unilned School Dist 22,830.00 5015 • Arcadia Untried School 14,000.00 ' 5016 • Pathways GR- Contract 8,007'00 1 5017 • Pathways Calworks- Contract 7,144.00 5019 - Proposition 36 Contract - 5020 • Family Preaorvation Contract 500,830.00 1, 5022 • City of Rosemead Contract 40.000 -� 0^ 5023 • General Relleff cs Contract 5,069.00 G) 5024 - CalworksIMS Contract 19,000.00 5025 - Image Plus Contract 74,047.00 5026 - .Impact Pius, CDBG Contract 16.831.00 r'y •1 5027 - City of Monterey Park Contract 6,000.00 5031, San Gabriel Unifled 1A,400.00 O SD50. DPSS -Food Stamp 2,880.00 5060 • DPSS Senior Sm 40,622 -30 5080 - CSBG SCM 30,810.40 5090- CSBG DV7 59,331 -30 - 1f► 5091- CSBG 1$S 18,081.70 6000 • Murex Petroleum Corp. 3,417.00 J 6100 - Amerada Hess Corp. 16.647.00 rat ` 6150 • Danbury 1,656 -00 6175 • Ranch Oil Co. 1.239 -00 8186 • Fidel ItyD Comparry 300.00 l�f 6195 - As;tstance t-eagua 17,500 -00 1y 6200 - Caunseling Foes 14¢,000 -DD 6230 • Rental Income 2251.00 6520•Interest 636.00 N 6811 - United Way Donor C;ontributIoTM' 1,013.00 O Total Income 2,529,258.70 traal O 3 N O ..1k Page 1 of 2 Santa Anita Family Services Projected Budget FY 10 -11 Page 2 of 2 JulJUI i EXHIBIT E 1 OF 2 pages - Expense 958,635.93 7000 • Salaries 7050 • Salaries - clerical 159,261.77 7090 • Salaries - Para Professional 535,563.00 7100 • Health Insurance 102.489.00 7210 PaYMII taxes 141,309.00 7230 • WIC Insurance 51,436'00 7240 • Unemployment Insurance 24,D00.00 7401), StipOWN 5,090.00 8040 • Aneguntinp Servisoe 23000.00 8841 • APP Foes 12,159.00 8109. Equipment 18,000.00 8175+ Educational Training 360.00 8200 - Telephone 36,562.00 6300 • Postage 9,000.00 6410 • Rent 83,403,60 8420 • Mortgage Interest Expense 41,035.32 6425 • Line of Credit Interest Expense 1,600.00 8430 • Utilities 34,458.00 8440 • Maintenance - Building _ 6,978.00 11445 • Maintenance Service & Repairs 5,579.00 8490.Other Building Expense 1.533.00 8501 • Rental & 61ahn of Equipment 21,870,00 8525? Equipment Tax 1$1.00 8530 • Computer Maintenance 480,00 8600 • Printing 10,110.00 67,20 • Mileage 15.060.00 8810 - Educational Conferences 5,566.00 9000 • Membership Dues 5,516.15 '9100 < Filing Fees 506.00 9200 - Liability Insurance 30,740.00 9520 • Bank chargeslFees 1,603,93 95401 Business License Renewal 300.00 9550 • Gateway Billing 600.00 9570 • Purchase of Service 19,000.00 9590 , Drug Testing 1,603.00 959g • Fam Pres- ,Subcontractor 91,932.00 9593 • PV Cal�works Subcontractors 18,876.00 9594 • Family Support Subcontractor 50.912.00 9600 • U.S Finger Print Expense 408.00 961D • Van Expense 1,000.00 Total Expense 2,529,258.70 Net Income 0 Page 2 of 2 Fxhibit F 2009 -2010 Funding Resources FUNDING SOURCES AL T.0 . ATIOAT AMOUNT Donations 13,880 Client Fees 198,739 Contracts ..� CSBG- Senior Services Districts 1 & 5 85.177 CSBG- Domestic Violence/Case Management 106,103 aqq City of Azusa 10,000 I City of Baldwin Park 5,000 �p '1 City of Covina Arcadia Unified School 34,500 10,000�j° Senior Center Contract 904,018 �+ P.A.C.T. Contract 116,666 Pathways Contract 19,682 Z General Relief 13,156 CalWORK.S Contract 22,242 rr^� U) Proposition 36 50,163 0 Family Preservation Contract 486,434 Family Support Contract 142,637 Domestic Violence Calworks /GR Contract 238,000 /� City of Rosemead City of Monterey Park 40,000 5,000 � J M U) White Cap Foundation 20,000 Impact Plus Royalties 15,000 13,193 p Z Imago Plus 61,706 Miscellaneous 17,500 TOTAL 2,628,816 ►�1 O e Z U) w a z w +Iy� VL r W w L401�/LIz1 S s � e � HA .y Q, I L� \ r 1..7 �I ITS FBI W.3 �3 V, a)-Ll V d H' .a Fit. �t- Y a 0 9 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 12th day of May, 2009 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 121 S. Santa Anita Street, San Gabriel, California 91776 ( "Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT"). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project ") in the amount of $40,000 for the FY 2009 -10. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2009 to June 30, 2010, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Family Counseling Services Public Service Agency Agreement Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 0 0 Family Counseling Services Public Service Agency Agreement Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Fred Loya, Associate Executive Director, or his designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 0 0 Family Counseling Services Public Service Agency Agreement Page 4 of 18 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section: In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage, and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Family Counseling Services Public Service Agency Agreement Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees; agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers, or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to-do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other 0 0 Family Counseling Services Public Service Agency Agreement Page 6 of 18 safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent . accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program_ participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired'or improved in whole or in part with CDBG funds 0 0 Family Counseling Services Public Service Agency Agreement Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, orsex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Family Counseling Services Public Service Agency Agreement Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activityfunded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor musttake affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Family Counseling Services Public Service Agency Agreement Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. ' (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual,as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. • • Family Counseling Services Public Service Agency Agreement Page 10 of 18 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the priorwritten consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. . 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $40,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 0 • Family Counseling Services Public Service Agency Agreement Page 11 of 18 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seer ., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 0 Family Counseling Services Public Service Agency Agreement Page 12 of 18 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 121 S. Santa Anita Street San Gabriel, California 91776 Attn: Dr. Fred Loya, Associate Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Economic Development Administrator Such notice shall be deemed made when personally delivered orwhen mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24. Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. 0 Family Counseling Services Public Service Agency Agreement Page 13 of 18 (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals otherthan Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 0 0 Family Counseling Services Public Service Agency Agreement Page 14 of 18 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the priorwritten consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 0 0 Family Counseling Services Public Service Agency Agreement Page 15 of 18 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not. work days. All references to Contractor include all. personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the Family Counseling Services Public Service Agency Agreement Page 16 of 18 performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2009. CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY MR BY: Fred oya Executive Direc Family Counseling Services Public Service Agency Agreement Page 17 of 18 Attest Il�: City Clerk - Approved as to Form: By: Joe M!at s / Burke, Williams & So ensen, LLP Commission General Counsel 0 0 Family Counseling Services Public Service Agency Agreement Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES F_ 1 L-A CITY OF ROSEMEAD 0 PRIVATE OR NON - PROFIT COMMUNITY SERVICE ORGANIZATION Request for Funding — Fiscal Year 2009 -2010 Name of Organization: Santa Anita Family Service Address: 121 S Santa Anita Street. San Gabriel CA 91776 Executive Director: Dr. Fred Loya Contact Name: Dr. Jennifer Foote Telephone: 626.308.1414 Fax: 626.308.1818 Email: dJr'footen sbcglobal.net Purpose of organization: Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the rovision of high-quality educational mental health and social service programs. Enter "X" by She appropriate designation: X Non -profit organization _ For - profit organization Enter "X" by all that apply A faith -based organization _ An institution of higher education X Not Applicable TOTAL UNDUPLICATED CLIENTS RECEIVED: FY 06 -07 17 (Please Complete Attached Backup — Performance Report) FY 07 -08 34 See EXHIBIT A,B,C (Est.) FY 08 -09 35 ROSEWAD 2008 -2009 FINANCIAL SUPPORT: See Attached (EXHIBIT D) AGENCY TOTAL BUDGET FOR FISCAL YEAR 2008 -2009: See Attached (EXMIT El 2009 -2010 FINANCIAL REQUEST: $40.000 1. State the Agency's mission, goals and major objectives. in addition, describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Missions Statement: Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel -Valley creating healthier families and communities through professional leadership and the provision of high - quality educational, mental health and social service programs. Goals: • Support Family Stability • Sober Living • Drug — Free Lifestyle • Violence — Free Lifestyle • Child Abuse Prevention/Intervention • Older Adults Stability/Independence • Emotional Well-Being of Adults and Children Objectives: • Provide: • Individual, group, family, and conjoint treatment • Parent — Education • Drug/Alcohol Treatment • Domestic Violence Treatment • Case Management • Linkages • Information and Referrals for Housing, Food, In Home Supportive Services, Child Care, etc Programs designed to meet goals and objects: • Rosemead Program • Senior Services • Pathways • P.A.C.T. (Parents and Children in Transition) • PC 1000 • Domestic Violence Batterers Program • Whits Cap Foundation • Family Support • DV CalWORKS • CalWORKS Substance Abuse Program • General Relief Substance Abuse Program • Project: ARMS (Assisting in the Recovery and Motivation of Survivors) • Proposition 36 • Image Plus: Alcohol and Drug Prevention and Education • Impact Plus: Project: Violence/Gang Prevention Program • Family Preservation • YAB (Youth Accountability Board) • Food Stamp Program • Monterey Park— Ethnic Harmony Program • San Gabriel Unified School District —Family Resource Center • Arcadia Unified School District Program • Covina Unified School District Program • Asian Helpline 7 2. Briefly explain any new programs or services to Rosemead residents during FY 2008 -2009. Are any planned for FY 2009 -2010? No new programs /services 3. How are clients referred to your agency? Community Agencies, Schools, Police Department, Department of Children and Family Services, Prototypes, Residents of Rosemead 4. List and explain any major changes in funding patterns or expenditures Loss of United Way Funding in the San Gabriel Valley 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.) See attached (EXHIBIT F) 6. What facilities in Rosemead are used to conduct services? None at this time. Services are provided out of our San Gabriel office. We have made past attempts to work with the local schools to provide a variety of services, such as parent education; however, space is often an issue and the families are also able to commute to the SG office where the services are already being provided. 7. The proposed Community Service would be provided to: Mark each that apply - X Low and Moderate - Income persons or households X Abused Children X Handicapped Persons X Illiterate Persons X Battered Spouses X Homeless Persons X Migrant Farm Workers X Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project:. 50 Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional page if necessary) Our program is geared towards an array of issues many face; thus, to speak on one case study becomes a challenge. Therefore, I have chosen one that deals with a mood disorder that many deal with - depression. A woman in her mid 50s suddenly found herself abandoned by her husband of _30+ years. She found herself blaming herself for his infidelities; she began to 3 • • believe he was right when he said she worthless and that .she was a horrible mother. By now her children were grown but she was left with self - doubt. In turn, she began having difficulty sleeping, eating, and performing her usual activities. In the end, she felt worthless and alone. Because of the low cost counseling program, she was able to utilize therapy as a means to cope with all she was facing in her life. Through her time in treatment, she was able to explore the emotional abuse that she had endured for years, increase her confidence, sense of self worth and feelings of independence. She began feeling able to and did begin to resume her regular activities. She also began to learn to deal with things she had never had to deal with before, such as financial management, paying bills, etc. In addition, she began to build a network of support, which she did not have in years prior. It was her hard work in therapy that she was able to leave treatment with a sense of competence, self worth and pride in herself. She had now developed viable coping mechanisms, increased her social network, and had an understanding of the depression that took hold of her. 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG Santa Anita Family Service has had an extensive experience with CDBG. For over 10 years we have worked with one or more of the following CDBG: Azusa, Baldwin Park, Monterey Park, Rosemead, Gloria Molina's office. In addition, SAFS was awarded four CSBG grants — two each for Supervisory Districts 1 and 5 for domestic violence, case management, and senior services. 12. Total number served in prior years funded by the city of Rosemead 10 years (since 1999). Summary Last 3 years: • 2006 -2007 • Total Persons Unduplicated = 17 • Total Persons Duplicated =101 • Total Counseling Hours Provided = 316 • 2007 -2008 • Total Persons Unduplicated =34 • Total Persons Duplicated =110 • Total Counseling Hours Provided =279 • 2008 -2009 (July— December) • Total Persons Unduplicated = 20 • Total Persons Duplicated =52 o Total Counseling Hours Provided= 155 Ell w • 0 0 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 22 "d day of April, 2008 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 121 S. Santa Anita Street, San Gabriel, California 91776 ( "Contractor"). City and Contractor are sometimes individually referred to herein as 'Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U2S.C. 5301 -5320) as amended (hereinafter "ACT "). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services ( "Project ") in the amount of $40,000 for the FY 2008 -09. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. • Family Counseling Services Public Service Agency Agreement Page 2 of 19 3.1.2 Term. The term of this Agreement shall be from July 1, 2008 to June 30, 2009, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement,: and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such-additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Dr. Jennifer Foote, Clinical Director. • • Family Counseling Services Public Service Agency Agreement Page 3 of 19 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Dr. Jennifer Foote (Clinical Director), or his or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. :: x 3.2.8 Standard of Care: Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability • • Family Counseling Services Public Service Agency Agreement Page 4 of 19 arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Family Counseling Services Public Service Agency Agreement Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish Citywith original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 0 Family Counseling Services Public Service Agency Agreement Page 6 of 19 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. 9•. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. • r Family Counseling Services Public Service Agency Agreement Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 CY R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: • • Family Counseling Services Public Service Agency Agreement Page 8 of 19 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. 9 0 Family Counseling Services Public Service Agency Agreement Page 9 of 19 (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24,1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to complywith any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. • • Family Counseling Services Public Service Agency Agreement Page 10 of 19 (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during arty period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD forthe use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 0 0 Family Counseling Services Public Service Agency Agreement Page 11 of 19 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $40,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 ExtraMofk. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et sec ., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 0 0 Family Counseling Services Public Service Agency Agreement Page 12 of 19 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materiallyfails to complywith anyterm of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Family Counseling Services, a Division of Santa Anita Family Service 121 S. Santa Anita Street San Gabriel, California 91776 Attn: Dr. Jennifer Foote, Clinical Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Economic Development Administrator Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. 0 0 Family Counseling Services Public Service Agency Agreement Page 13 of 19 In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. 1;: . (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of.24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M) Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. Family Counseling Services Public Service Agency Agreement Page 14 of 19 3.5.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents orworks of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted anon- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. ' 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, .input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, .any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy 0 Family Counseling Services Public Service Agency Agreement Page 15 of 19 any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. w w Family Counseling Services Public Service Agency Agreement Page 16 of 19 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Sevembility. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the.-term of his or tier service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. • • Family Counseling Services Public Service Agency Agreement Page 17 of 19 IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2008. CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: `� BY: Oliver Chi F Loya City Manager Executive 4ictor Attest By: Gloria Molleda City Clerk Approved as to Form: By:. Joe Wfites Burke, Williams & Sorensen, LLP Commission General Counsel 0 0 Family Counseling Services Public Service Agency Agreement Page 18 of 19 EXHIBIT A SCHEDULE OF SERVICES r-I L-A 0 E m ca @ rn O Z 4 W 2 c LU to a � C cn O W U ° c U m ° c y yd U 1° Z L 21 E 6 N tm C Z Q. 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O .. >`. . 7 w C 3 w O 0 L C O 0a) U O 3tuain-O w U N M N 2 0 O L y U_ E L 0 I Q: O O N 0 N w O m N N L f6 L O U O .�' LO E CD I cts Ca 8 -0 C Q EO O N O D N N .+ U > U) N d d U _0 c'�Na Q _ Z O(j E yc pEi:z0 .� U "' > 0 E2 co (6 I a) CL vn0Q cu =2:zW 0 0 Family Counseling Services Public Service Agency Agreement Page 19 of 19 EXHIBIT B APPLICATION 0 CITY OF ROSEMEAD 0 PRIVATE OR NON - PROFIT COMMUNITY SERVICE ORGANIZATION Request for Funding — Fiscal Year 2008 -09 Name of Organization: Santa Anita Family Service Address: 121 S. Santa Anita Street San Gabriel CA 91776 Executive Director: Dr. Fred Loya Contact Name: Dr. Jennifer Foote Telephone: 626.308.1414 Fax: 626.308.1818 Email: ddfoote(@.sbcglobal.net Purpose of Organization: Santa Anita Family Service was founded in 1951 to foster well-be the San Gabriel Valley creating healthier families and communities through rofessional leadership and the provision of high - quality educational, mental health and social service programs. Enter "X" by the appropriate designation: X Non -profit organization _ For -profit organization Enter "X" by all that apply: A faith-based organization _ An institution of higher education X Not Applicable TOTAL UNDUPLICATED CLIENTS RECEIVED: FY 05 -06 31 (Please Complete Attached Backup — Performance Report) See EXHIBIT A,B,C FY 06 -07 17 (Est.) FY 07 -08 50 ROSEMEAD 2007 -2008 FINANCIAL SUPPORT: AGENCY TOTAL BUDGET FOR FISCAL YEAR 2008 -2009: 2008 -2009 FINANCIAL REQUEST: 1 See Attached (E)CMIT D) See Attached (EXHIBIT E) $40,000 C, State the Agency's mission, goals and major objectives. In addition, describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Missions Statement: Santa Anita Family Service was founded in 1951 to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high - quality educational, mental health and social service programs. Goals: • Support Family Stability • Sober Living • Drug — Free Lifestyle • Violence —Free Lifestyle • Child Abase Prevention/Intervention • Older Adults Stability/Independence • Emotional Well-Being of Adults and Children Objectives: • Provide: • Individual, group, family, and conjoint treatment • Parent — Education • Drug/Alcohol.Treatment • Domestic Violence Treatment • Case Management • Linkages • Information and Referrals for Housing, Food, In Home Supportive Services, Child Care, etc. Programs designed to meet goals and objects: • Rosemead Program • Senior Services • Pathways • P.A.C.T. (Parents and Children in Transition) • PC 1000 • Domestic Violence Batterers Program • White Cap Foundation • Family Support • DV Ca1WORKS • Ca1WORKS Substance Abuse Program • General Relief Substance Abuse Program • Project: ARMS (Assisting in the Recovery and Motivation of Survivors) • Proposition 36 • Image Plus: Alcohol and Drug Prevention and Education • Impact Plus: Project: Violence/Gang Prevention Program • Family Preservation • YAB (Youth Accountability Board) • Food Stamp Program • Monterey Park — Ethnic Harmony Program • San Gabriel Unified School District — Family Resource Center • Arcadia Unified School District Program • Covina Unified School District Program • Asian Helpline 2 [-I • 2. Briefly explain any new proerams or services to Rosemead residents during FY 2007 -2008. Are any planned for FY 2008 -2009? No new programs/services 3. How are clients referred to your agency? Community Agencies, Schools, Police Department, Department of Children and Family Services, Prototypes, Residents of Rosemead 4. List and explain any major changes in funding patterns or expenditures Loss of United Way Funding in the San Gabriel Valley 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.) See attached (EXHIBIT F) 6. What facilities in Rosemead are "used to conduct services? None at this time. Services are provided out of our San Gabriel office. We have made past attempts to work with the local schools to provide a variety of services, such as parent education; however, space is often an issue and the families are also able to commute to the SG office where the services are already being provided. 7. The proposed Community Service would be provided to: Mark each that apply X Low and Moderate- Income persons or households X Abused Children X Handicapped Persons X Illiterate Persons X Battered Spouses X Homeless Persons X Migrant Farm Workers X Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project: 50 Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional page if necessary) Our program is geared towards an array of issues many face; thus, to speak on one case study becomes a challenge. Therefore, I have chosen one that deals with a mood disorder that many deal with - depression. A woman in her mid 50s suddenly found herself abandoned by her husband of 30+ years. She found herself blaming herself for his infidelities; she began to believe he was right when he said she worthless and that she was a horrible mother. By now her children were grown but she was left with self - doubt. In turn, she began having difficulty sleeping, eating, and performing her usual activities. In the end, she felt worthless and alone. Because of the low cost counseling program, she was able to utilize therapy as a means to cope with an. she was facing in her life. Through her time in treatment, she was able to explore the emotional abuse that she had endured for years, increase her confidence, sense of self worth and feelings of independence. She began feeling able to and did begin to resume her regular activities. She also began to learn to deal with things she had never had to deal with before, such as fmancial management, paying bills, etc. In addition, she began to build a network of support, which she did not have in years prior. It was her hard work in therapy that she was able to leave treatment with a sense of competence, self worth and pride in herself. She had now developed viable coping mechanisms, increased her social network, and had an understanding. of the depression that took hold of her. 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG Santa Anita Family Service has had an extensive experience with CDBG. For over 10 years we have worked with one or more of the following CDBG: Azusa, Baldwin Park, Monterey Park, Rosemead, Gloria Molina's office. In addition, we have applied for 7 DPSS CSBG grants in January 2007 and award announcements have been delayed until March 2008. 12. Total number served in prior years funded by the city of Rosemead 9 years (since 1999). Summary Last 3 years: • 2005 -2006 • Total Persons Unduplicated = 31 • Total Persons Duplicated = 130 • Total Counseling Hours Provided = 492 2006 -2007 • Total Persons Unduplicated =17 • Total Persons Duplicated = 101 • Total Counseling Hours Provided =316 • 2007 -2008 (July —December) • Total Persons Unduplicated = 26 • Total Persons Duplicated = 59 • Total Counseling Hours Provided = 124 n 0 0 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2005 -2006 SUMMARY OF DIRECT BENEFIT ACTIVITIES CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2006 -2007 SUMMARY OF DIRECT BENEFIT ACTIVITIES Please count number of unduplicated persons White Black not Hispanic I Asian or American SUB -TOTAL Female not of of Pacific Indian or Head of Hispanic Hispanic Islander Alaskan Household Origin Origin Native Above Low Income 81 % or Higher of Median Income 1 1 Low Income 80% of Median income 3 3 Very Low 50% of Median Income 6 1 9 3 Extremely Low Income 30% of Median Income 1 1 17 19 2 Unknown/Other y Total 31 5 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2006 -2007 SUMMARY OF DIRECT BENEFIT ACTIVITIES Please count number of undu licated persons White Black not Hispanic Asian or American SUB -TOTAL Female not of of Pacific Indian or Head of Hispanic Hispanic Islander Alaskan Household Origin Origin Native Above Low Income 81% or Higher of Median Income 1 1 Low Income 80% of Median income 1 Very Low 50% of Median Income 4 4 3 Extremely Low Income 30% of Median Income 11 11 3 Unknown/Other Total 17 6 0 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2007 -2008 SUMMARY OF DIRECT BENEFIT ACTIVITIES 13. Proposed Program Budget (Public Service Requests Only) CDBG SHARE Please count number of unduplicated persons Equipment $0 $0 Supplies White Black not Hispanic Asian or Americ Hispanic/ SUB -TOTAL Female Audits $0 not of of $1200 Pacific an Asian $2000 Head of $213 Hispanic Hispanic $[2400] Islander Indian $40000 $464699 Household Origin Origin or Alaskan Native Above Low Income 81% or Higher of Median Income 3 3 1 Low Income 80% of Median income 1 3 4 1 Very Low 50% of Median Income 6 1 7 5 Extremely Low Income 30% of Median Income 1 7 2 1 11 6 Unknown/Other Total 25 13 13. Proposed Program Budget (Public Service Requests Only) ri CDBG SHARE OTHER SOURCES Personnel $35887 $329212 Equipment $0 $0 Supplies $600 $8400 Consultant Services $0 $0 S ace Rent & Utilities $4500 $82500 Audits $0 $10000 Other (Telephone) $1200 $10800 Mileage $0 $2000 General & Direct Liability $213 $21787 Program Income $[2400] $0 Total Costs $40000 $464699 ri Li TOTAL OPERATING BUDGET EXPENSES Use Whole Dollars Only * Percent Change Between Items in Columns B and C. Please explain Changes Greater than 15% between columns B and C (C -B)/B. No changes greater than 15% ** Explain What is Included in the "Other" Category. 7 A Most recent fiscal year 2006/2007 B Current Operating Year 2007/2008 C Proposed Budget July 1, 2008 to June 30 2009 D Percent Change ' Expense Salaries 283500 283500 297675 5% Employee Benefits 39690 139690 44652 12.5% Employees Payroll Taxes 21688 121688 22772 5% Profes. & Consultant Fees 0 0 0 0 Supplies (p g. &ofu) 7000 7000 7000 0 Telephone & Fax .12000 12000 12000 0 Postage & Shipping 0 0 0 0 Occupancy & Utilities (mte; 89000 89000 89000 0 Rental & Maint. of Equip. 0 0 0 0 Printing & Publishing 0 0 0 0 Travel and Transportation 2000 2000 2000 0 Conferences 0 0 0 0 Specific Assist. To Individuals 0 0 0 0 Membership Dues 0 0 0 0 Awards & Grants 0 0 0 0 Insurance (General & Dir d Liability) 22000 22000 22000 0 Equipment Purchased 0 0 0 0 Misc. Ex penses (audit) 10000 10000 10000 0 Transfer to Other Funds 0 0 0 0 Dues to National Organizations 0 0 0 0 Other ** 0 0 0 0 486878 486878 507099 4% Surplus (or Deficit) of Total Support & Revenue Over Expenses * Percent Change Between Items in Columns B and C. Please explain Changes Greater than 15% between columns B and C (C -B)/B. No changes greater than 15% ** Explain What is Included in the "Other" Category. 7 None El 0 TOTAL OPERATING BUDGET REVENUE Use Whole Dollars Only *Column A is the Audited or Most Recently completed 1 -Month Period ** Percent Change From B and C (C -B)B. Please Explain Changes Greater than 15% Percent Fundraising is a.focus of our agency for this next fiscal year P1 1 • 1 111 If Current 1 1 • Year 11 11: : •• 11: 1 1 1 111 Percent Change* 1 111 'us 6u }°s,Y `1 -§e!& II �... _.'..'iG'.'. IIIIII M _ �Tc''i' ^`�'k" •11 polls Foundation Private Grants 1111 1111 1111 1' 111 11 I I • 1' 1 Legacies and Bequests Other Federated Org. • 1.1 .111 � I I 1 1 II 1 1 f �..I�Nj..CG 1'f'{ 111 _1,. F ''i E111 c.� ¢,ty '�...? 11111 I�.T•} r�1J �°'q1. i53'�-n.� 11111 J'. j�"ff ^. lylk.._i yy.�. '' 11111 1111 � 111 1 1 11 1 111 1 III 1• II 11 '+�1�r III 1111 111 • 1 r� ��!!}} 1 dR-fY y3ti F"e=�5 ,... �3vY4�S.•^3"� p'}p �' ^�y "�y.� ?�yV:'•L° -�. �T ��.ISI'�41: "'�4Vi i ,�i �NUL�'.T..rt ~«��R�,:�;.�'�.`v. My Y2c i � k`vct x' cµ Y�. Membership . 1•J 11 Services Fees • 11 1 1 1 InvesImEent I 111" I 1 Transfer Mer Fund I 1 . • ,. Kevenue 1•� 1 1 1 1 1 • • 1 • • ' • 1 • • I I 1 1 *Column A is the Audited or Most Recently completed 1 -Month Period ** Percent Change From B and C (C -B)B. Please Explain Changes Greater than 15% Percent Fundraising is a.focus of our agency for this next fiscal year P1 E I HAVE BEEN AUTHORIZED TO SUBMIT REQUEST FOR FUNDING . 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Monrovia 2,000.00 2,000.00 5001 • Senior Center Contract 1796,295.00 677,611.00 50012 • Family Support Contract 150,000.00 150,000.00 50015 • DV Calworks Contract 256,800.00 240,000.00 5002 • Pathways Contract 22,931.28 19,682.00 5003 • Pact Contract 102,768.40 116,667.00 5005. Food Stamps 14,200.00 5006 • City of Azusa Contract 9,363.86 10,000.00 5007 • City of Covina 9,550.00 9,550.00 5013 • City of Baldwin Park-SC 5,000.00 5,000.00 5014 • Covina Unified School Dist 21,570.00 21,570.00 5015 • Arcadia Unified School, 5,405.00 5,405.00 5016 • Pathways GR- Contract 9,947.46 8,007.00 5017 • Pathways Calworks- Contract 8,935.52 7,144.00 5019 • Proposition 36 Contract 395,159.61 425,944.00 5020 • Family Preservation Contract 568,233.38 516,533.00 5021 • ARMS Contrail 41,904.00 41,728.00 5022 • City of Rosemead Con"ct '};. 38,452.50 40,000.00 5023 • General Relief/FCS Contract - 15,196.75 13,302.00 5024 • CalworkslFCS Contract 13,669.64 12,434.00 5025 • Image Plus Contract 61,726.00 74,047.00 6026 • Impact Plus- CDBG Contrail 16,679.00 15,000.00 5027 • City of Monterey Park Contract 5,000.00 5,000.00 5029 • Whitecap Found 22,000.00 20,000.00 5040 • Arcadia Health Council 150.00 150.00 6000 • Murex Petroleum Corp. 1,367.52 1,367.52 6100 • Amerada Hess Corp. 6,584.90 6,584.90 6150 • Denbury 741.67 741.67 6175 • Ranch Oil Co. 408.32 408.32 6200 • Counseling Fees 62,034.50 68,237.95 6201 • Pathways Fees 533.00 533.00 6202 • PC 1000 Fees 12,543.90 12,543.90 6203 • PACT Fees 15,458.40 15,458.40 6204 • Domestic Violence Fees 63,289.75 63,289.75 6205 • Prop 36-1 Fees 8,814.06 8,814.06 6206 • Parenting Fees 2,246.00 2,246.00 6207 • Senior Center Income 7,732.53 7,732.53 6208 • Sex Offenders Fees 12,751.00 12,751.00 6209 • Rosemead fees 2,064.50 2,064.50 6211 • Anger Management Fees 2,686.00 2,686.00 6212 • Adolescent Group Fees 690.00 690.00 6213 • Chronic Illness Fees 260.00 260.00 6214 • Empowerment Group Fees 790.00 790.00 6220 • YAB Fees 268.00 268.00 6230 • Rental income 2,345.20 2,345.20 6500 • Miscellanous Income 372.05 372.05 6520 • Interest 1,097.95 1,097.50 6810 • United Way Allocation 116,316.00 46,400.00 6811.• United Way Donor Contributions 1,524.66 - Total Income 2,911,257.33 2,722,256.25 • Santa Anita Family Service* Projected Budget for FY 07 -08 Net Income 6 month contract - applied for $ 697,833 -30,297.81 0.00 July 06- June 07 July 07 - June 08 EXHIBIT D 2 of 2 pages Expense 7000 • Salaries 1,411,010.93 1,263,704.20 7050 • Salaries - Clerical 148,785.68 144,582.48 7090 • Salaries - Para Professional 434,537.40 434,537.40 7100 • Health Insurance 69,612.93 69,612.93 7210 • Payroll taxes 148,273.94 148,273.94 7230 • W/C Insurance 70,315.99 70,315.99 7240 • Unemployment Insurance 13,569.44 13,569.44 7400 • Stipens/SC 4,265.22 4,265.22 8040 • Accounting Services 25,560.00 23,360.00 8041 • ADP Fees 10,663.01 10,663.01 8110 • Office supplies 46,577.23 26,077.00 8150 • Educational Supplies 648.67 648.67 8175 • Educational Training 1,271.89 1,271.89 8200 • Telephone 37,391.20 35,070.94 8300 • Postage 4,887.33 4,218.94 8400 • Mortgage Interest Expense /Mon 19,642.93 21,275.85 8410 • Rent 100,148.59 80,496.85 8411 • Mortage Interest Expense/Covina 13,037.74 13,004.12 8430 • Utilities '. , 36,805.32 35,113.55 8440 • Maintenance - Building 41,590.41 11,689.56 8490 • Other Building Expense - 11,062.48 4,533.16 8501 • Rental S Maint of Equipment 12,775.77 12,775.77 8530 • Computer Maintenance 2,770.00 - 8600 • Printing 7,222.80 7,222.80 8720 • Mileage 29,734.78 29,734.78 8810 • Educational Conferences 2,383.62 2,253.67 9000 • Membership Dues 1,506.80 1,506.80 9100 • Filing Fees 201.00 200.00 9200 • Llabillty Insurance 28,434.21 26,641.88 9500 • Miscellaneous - 4,451.17 4,801.00 9520 • Bank charges/Fees 7,933.21 900.00 9540 • Business License Renewal 370.00 370.00 9570 • Purchase of Service 20.311.16 21.153.16 9580 • Attorney Fees 210.00 - 9590 • Drug Testing 2,873.32 2,873.32 9592 • Fam PresSubcontractor 108,896.92 109,196.92 9593 • OV Cal -works Subcontractors 16,936.00 16.103.00 9594 • Family Support Subcontractor 66,287.01 69,514.01 9600 • U.S Finger Print Expense 570.00 570.00 9610 • Van Expense 154.00 154.00 Total Expense 2,941,555.14 2,722,256.25 Net Income 6 month contract - applied for $ 697,833 -30,297.81 0.00 Santa Anita Family Service* Projected Budget for FY 08 -09 EXHIBIT E 1 of 2 pages Projected July 08 - June 09 Income 4000 • Donations 13,600.00 4600 • Revenue - Assoc Org. Monrovia 2,000.00 5001 • Senior Center Contract 677,611.00 50012 • Family Support Contract 150,000.00 50015 • DV Calworks Contract 240,000.00 5002 - Pathways Contract 19,682.00 5003 • Pact Contract 116,667.00 5005. Food Stamps 14,200.00 5006 - City of Azusa Contract 10,000.00 5007 - City of Covina 9,550.00 5013 • City of Baldwin ParkSC 5,000.00 5014 • Covina Unified School Dist 21,570.00 5015 • Arcadia Unified School 5,405.00 5016 - Pathways GR- Contract 8,007.00 5017 • Pathways Calworks -Contract 7,144.00 5019 • Proposition 36 Contract 425,944.00 5020 • Family Preservation Contrail 516,533.00 5021 • ARMS Contract 41,728.00 5022 • City of Rosemead Contitict ".£, 40,000.00 5023 • General Relief/FCS Contract 13,302.00 5024 • CalworksIFCS Contrail 12,434.00 5025 • Image Plus Contrail 74,047.00 5026 • Impact Plus- CDBG Contract 15,000.00 5027 • City of Monterey Park Contract 5,000.00 5029 • Whitecap Found 20,000.00 5040 • Arcadia Health Council 150.00 6000 - Murex Petroleum Corp. 1,367.52 6100' - Amerada Hess Corp. 6,584.90 6150 • Danbury 741.67 6175 • Ranch Oil Co. 408.32 6200 - Counseling Fees 68,237.95 6201 - Pathways Fees 533.00 6202 • PC 1000 Fees 12,543.90 6203 - PACT Fees 15,458.40 6204 • Domestic Violence Fees 63,289.75 6205 • Prop 36-1 Fees 9,814.06 6206 • Parenting Fees 2,246.00 6207 • Senior Center Income 7,732.53 6208 • Sex Offenders Fees 12,751.00 6209 • Rosemead fees 2,064.50 6211 • Anger Management Fees 2,686.00 6212 • Adolescent Group Fees 690.00 6213 • Chronic Illness Fees 260.00 6214 • Empowerment Group Fees 790.00 6220 • YAB Fees 258.00 6230 - Rental Income 2,345.20 6500 • Miscellanous Income 372.05 6520 •Interest 1,097.50 6810 • United Way Allocation 46,400.00 6811 • United Way Donor Contributions Total Income - 2,722,256.25 • Santa Anita Family Service* Projected Budget for FY 08 -09 July 08 -June 09 EXHIBIT E 2 of 2 pages Expense 7000 • Salaries 1,263,704.20 7050 • Salaries - Clerical 144,582.48 7090 • Salaries - Para Professional 434,537.40 7100 • Health Insurance 69,612.93 7210 • Payroll taxes 148,273.94 7230 • WIC Insurance 70,315.99 7240 • Unemployment Insurance 13,559.44 7400 • Stipens/SC 4,265.22 8040 • Accounting Services 23,360.00 8041 • ADP Fees 10,663.01 8110 • Office supplies 26,077.00 8150 • Educational Supplies 648.67 8175 • Educational Training 1,271.89 8200 • Telephone 35,070.94 8300 • Postage 4,218.94 8400 • Mortgage Interest ExpensefMon 21,275.85 8410 • Rent 80,496.85 8411 • Montage Interest Expense/Covina 13,004.12 8430 • Utilities g. 35,113.55 8440 • Maintenance • Building 11,689.56 8490 • Other Building Expense 4,533.16 8501 • Rental & Maint of Equipment 12,775.77 8530 • Computer Maintenance - 8600 • Printing 7,222.80 8720 • Mileage 29,734.78 8810 • Educational Conferences 2,253.67 9000 • Membership Dues 1,506.80 9100 • Filing Fees 200.00 9200 • Liability Insurance 26,641.88 9500 • Miscellaneous 4,801.00 9520 • Bank charges/Fees 900.00 9540 • Business License Renewal 370.00 9570 • Purchase of Service 21,153.16 9580 • Attorney Fees - 9590 • Drug Testing 2,873.32 9592 • Fam PresSubcontractor 109.196.92 9593 • DV Cal -works Subcontractors 16,103.00 9594 • Family Support Subcontractor 69,514.01 9600 • U.S Finger Print Expense 570.00 9610•Van Expense 154.00 Total Expense 2,722,256.25 Net Income 0.00 x.11: • • 2007 -2008 Funding Resources FUNDING SOURCES ALLOCATION AMOUNT United Way 22,166 Client Fees 198,361 Contracts ARMS 39,336 City of Azusa 10,000 City of Baldwin Park 5,000 Senior Center Contract 677,611 P.A.C.T. Contract 116,666 Apr ::Pathways Contract 19,682 General Relief 48,777 CalWORKS Contract 38,050 Pathways Proposition 36 425,944 Family Preservation Contract 516,533 Family Support Contract 150,000 Domestic Violence Calworks Contract 240,000 Domestic Violence Grow Contract 13,800 City of Rosemead 40,000 City of Monterey Park 5,000 White Cap Foundation 20,000 Impact Plus 15,000 Royalties 10,000 Image Plus 74,047 Miscellaneous 18,000 TOTAL 2,703,973 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 15`h day of June, 2007 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Family Counseling Services of West San Gabriel Valley, A Division of Santa Anita Family Service, principal place of business at 121 S. Santa Anita Street, San Gabriel, California 91776 ( "Contractor "). City and Contractor are sometimes individually referred to herein as "Party' and collectively as 'Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund the Family Counseling Services (`Project') as described in the Scope of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and,incidental and customary work necessary to fully and adequately supply the counseling necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Family Counseling Service • Public Service Agency Agreement Page 2 of 21 3.1.2 Term. The term of this Agreement shall be from July 1, 2007 to June 30, 2008, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and othee amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Jennifer Foote, Psy.D (Clinical Director). 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Family Counseling Service is Public Service Agency Agreement Page 3 of 21 Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Jennifer Foote, Psy.D (Clinical Director), or his or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or Family Counseling Service • Public Service Agency Agreement Page 4 of 21 i liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, Family Counseling Servic* Public Service Agency Agreement Page 5 of 21 officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liabilitv. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liabilitv Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its Family Counseling Service Public Service Agency Agreement Page 6 of 21 behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. Family Counseling Service • Public Service Agency Agreement Page 7 of 21 (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). or vendor.. Contractor shall take action with respect to any subcontract or purchase o 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H. N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as Family Counseling Service • Public Service Agency Agreement Page 8 of 21 defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds Family Counseling Servic. • Public Service Agency Agreement Page 9 of 21 should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to complywith any Family Counseling Service • Public Service Agency Agreement Page 10 of 21 rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rder as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. Family Counseling Service Public Service Agency Agreement Page 11 of 21 3.2.22 Licensing. Contractor registrations, accreditation and .inspections Contractor shall ensure that its staff shall registration, accreditation and inspections fr hereunder. 0 agrees to obtain and maintain all licenses, from all agencies governing its operations. so obtain and maintain all required licenses, im all agencies governing contractors funded 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $40,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or Family Counseling Service • Public Service Agency Agreement Page 12 of 21 "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. - 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. Family Counseling Service • Public Service Agency Agreement Page 13 of 21 3.5.23 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: a) Compliance with Section 3 of the Housing and Urban Development Act of 1968. b) Requirements relating to equal employment opportunities. C) Requirements relating to the maintenance of a drug -free workplace. d) Compliance with Federal Labor Standards. e) Requirements forbidding interests of certain Federal officials. f) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. g) Requirements forbidding interests in this Contract by City and local government officials. h) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. i) Program income - Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). j) Compliance with applicable uniform administrative requirements as Family Counseling Servii, • Public Service Agency Agreement Page 14 of 21 described in 24 CFR Part 570.502(a) and (b). k) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1) The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2) The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. 1) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. m) Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. CONTRACTOR: CITY: Family Counseling Services, A Division of Santa Anita Family Service 121 S. Santa Anita Street San Gabriel, CA 91776 Attn: Jennifer Foote, Psy.D Clinical Director City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 Attn: CDBG Administration Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date Family Counseling Service Public Service Agency Agreement Page 15 of 21 actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended bythis Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, Family Counseling Servills • Public Service Agency Agreement Page 16 of 21 agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. Family Counseling Servi* Public Service Agency Agreement Page 17 of 21 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or,hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, Family Counseling Ser* • Public Service Agency Agreement Page 18 of 21 and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2007. CITY OF ROSEMEAD FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY BY: r BY: ohn ran Mayor Fred Loya Executive ' ector Attest: By: Nina Castruita City Clerk Approved to Form: Family Counseling Servo • Public Service Agency Agreement Page 19 of 21 EXHIBIT A SCOPE OF SERVICES CDBG FUNDING APPLICATION AGENCY INFORMATION Agency Name: Family Counseling Services, A Division of Santa Anita Family Service Agency Address: 605 S Myrtle Avenue Monrovia Ca. 91016 Number Street - City _ Zip Code Administrator Telephone No.(626) 308 -1414 ext.21 Fax:(626) 308 -1818 . Project Site Address: 121 S Santa Anita Street San Gabriel Ca. 91776 Number Street City Zip Code Project Manager Name: Jennifer Foote, Psv.D Title: Clinical Director Project Manager's_ Telephone No. (626) 308 -1414 ext. 21 Fax: (626) 308 -1818 Project Manager's EmaiLAddress: drifoote(o-ilsbcglobal.net Describe Agency's overall function or purpose. Include history and experience in providing this service. (If more room is needed, please use additional paper and attach to the back of the application with a reference number). an agency comprised of professional therapists and to assure delivery of assistance regardless of ability to pay. Santa Anita Family Service was founded in 1951 with a 2005 and we have continued our focus on community needs. Has the Agency previously received funding from the City of Rosemead? [X] YES [] NO If yes, please identify the years and amounts funded: Year Amount M 0 2006 -2007 $38,400 2005 -2006 $40,000 2004 -2005 7 $40,000 2003 -2004 $40,000 PROJECT PROPOSAL AND DESCRIPTION In this section, briefly describe the project proposal, including cost estimates. Grant amount Requested: $40,000 Briefly describe your proposed Project/Program goals. Your response must describe the scope of services for the project, proposed solutions to problems identified_ in Priority Needs: The overall aoal of this proiect.is to provide professional assistance to families and individuals experiencing problems and to reduce the impact of these problems on the _ . ..............:a.. TL..............,....n infonionfinn inAvirli:nI rhllri- family nnri - issues such as parenting substance abuse empowerment domestic violence, anger - management etc In addition these services can be provided in English, Spanish, and Chinese. Briefly describe and include resources dedicated to the program such as money, staff, equipment and supplies: supplies See Exhibit A — budget proposal and operating budget for details Briefly describe your proposed program Activities. Your response must describe the strategies and techniques that comprise service and outreach methodology: The counselino proaram provides Rosemead residents with low cost counseling services These services include crisis intervention individual, child, family, and _group therapy. Therapy focus is on a variety of issues such as parenting, substance abuse, empowerment domestic violence anger- management etc In addition these services can be provided in English Spanish and Chinese Briefly describe the direct product of the program activities. Include the volume if work accomplished such as number of: low- income households served, youth, elderly, disabled or number of loan applications processed. Goals must include numeric goals for service that will be achieved during the program year: The counseling program intends on serving a minimum of 50 low- income households. Can this Project /Program proceed on July 1, 2007? [X] YES [ ] NO 7 Family Counseling Serv. • Public Service Agency Agreement Page 20 of 21 EXHIBIT B SCHEDULE OF SERVICES m 0 m-a - DO(n M X ad -a < 1 (p r. O C (D _ n 1 J I G_ CD i p 0- CD �, (D +n O Z 7 0 3 0 CD 0 (D Z O C d J J o (D cn .Z7 m 3 (n m N N N 0 0 0-a 70 C m Q 3 � G m COL �7 _� 'CD�3� -m0 7 cn (D 1 N N O °o�mQ(DCD co y v J 7 m c0 m 3 =r N O (D ° m a CD 3 c —,(oCD 7- N c o .N.. 7 0 _ �. v S s a� N N O (D' O .-. c OQ O 7 O n M 0 (D -l< °n.. Z3 ' n nc,R 0 o »o n» o cl O O 0 3d5 N C. .—.. (D (D C .'n o. °a ma(^pn gym: . =-6 O O (D 3 CD (D = C � 01 (D �'a fD (o CD (DO3m< CD O1 CD S y Q- N Ort . (D CD N N n 7C- N S� 0 ... U) O W (o (On O C C N N S ;:P (D N c C: o 3 S y 3 o 0 N w N 0 0 N 0. om� (D ',nom.-- 0m� »fD »N C 7 °c 0 C .• o O M. 3 � m CD 0 O /� l / (p CD 0 3 CD ,< M ° 0 w O . O O 7 c n 3 m v O 3 S m O 7 3 C J N < r (D' U) O fD O O: 0 M o N v d 0 N CD m < fp O (0 n N (D 7 aa p y 10 O o N O 0 C Qi am .om T N fD y S o C O O 3 m -0 r CD (D O O d f0 En N 7 3 3. 7 < <Qcn, d M X ad 0 %U 7 v3n Z _ n m J d ry A) O i _3 3 N N N G 0 cn S - .. Z O C d J J N d O d N —mo O d N —m2 O d N —mz O Z ao 0 n -i n 'O-mo =O < 3 -m0 n cn O C y c n o n o S m c0 m 3 m Q o z o 3 Z 0 c c m c o 3 N � _O °n.. p E: v�,d.T .::. .: nc,R 0 o »o n» o v o- 3N= O O 0 3d5 T_.o cn 3-M .'n o. °a ma(^pn gym: c 0 c JJ v c ^jog' -m 3 0 3 � 00 n c . O. J. ..3..a 0 0 a 0- Q 0 T . S a 3 cn J N d om� E m� m9 0m� »fD »N a6 'O d N= 0 N a 0 » » 0 w J N = N J N O O0 Oy M o N v d 0 N m o m < C aa 0 no=i am .om T d N fD y N y O O O N N d (D d <0 d f0 3 7 < -0 " M M X cn m O %U 7 v3n Z _ n m -n 0 3 A) O D _3 C ((DD D Cl) 7 X ' - .. CD O Z 3 'm 0 n -i n 4) CD 3 n cn O C y � m 3 m Z N 3 10 3. PROJECT PROPOSAL AND DESCRIPTION (continued) If your proposal is for an existing Project/Program that is currently funded through the City of Rosemead's General Fund, this request will: PLEASE CHECK ONLY ONE: 1. [ ] Increase Service. If so, how? 2. [X] Continue the existing.funded program at currently funded service levels. 3. [ ] Replace a previous source of funding. If so, list source and reason " 4. [ ] New program for FY 2007 -2008 5. New request not currently funded 4. CLIENT INTAKE INFORMATION - FOR PUBLIC SERVICE AC TIVITIES-,' The U.S. Department of Housing and Urban Development (HUD) requires that agencies obtain intake data from each client/family served. Does your agency obtain this information? [X] YES [ ] NO If yes, does your intake sheet obtain the following: • Name Yes[X] No[ ] ■ Address Yes[X] No[ ] ■ City in which client last resided Yes[X] No[ ] Number of Family members Yes[X] No[ ] Total family (household) income Yes[X] No[ ] ■ Race /Ethnicity Yes[X] No[ ] ■ Female head of household Yes[X] 'No[. ] ■ Disability Yes[X] No[ ] • • Describe any special characteristics of your client population. The client population is divers: however, many residents fall with in the lower socio- economic status level have diverse ethnic backgrounds and /or English Is often a second language. 5. CLIENT INTAKE INFORMATION — CLIENT INTAKE AND PERFORMANCE Provide the actual numbers of your total clients in the categories listed below: (for new, non -city of Rosemead funded agencies, please provide projected data for upcoming fiscal year.) TIME PERIOD AGENCY ROSEMEAD .YOUTH WOMEN', YOUTH +y!` SENIORS DISABLED HOMELESS , ^- a &OVERa!, W't' PERIOD _,.• ,� AT. RISK+.: s4hi , Rosemead A enc Rosemead Agency Rosemead Agency . 35 156 23 6 6 4 7/1/05 502 132 58 58 42 .. , -;.; 6/30/06 6/30/06:: -;� 7/1/06 4 76 13 52 20 106 7/1/06" 2.35'1- 46 17 16 -13 9 - - - -- "2 2 to ' 12/31/06 .. 12/31 /06 ..,. _ .. _. _ .._.. Provide the actual numbers of persons served in the following age categories: (for new, non -city of Rosemead agencies, please provide projected data for upcoming fiscal year): PERFORMANCE " CHILDREN ` YOUTH : ADULTS 5 ELDERLY "�r55. ". , �'J�317 s: mkkvJ85k , ^- a &OVERa!, W't' PERIOD -x :, Q12s r. ,� Rosemead Agency Rosemead A enc Rosemead Agency Rosemead Agency 7/1/05 35 156 23 106 68 235 6 146 to 6/30/06 7/1/06 4 76 13 52 20 106 9 62 to 12/31/06 10 y K:- 6. CLIENT INTAKE INFORMATION — CLIENTS SERVED BY INCOME LEVEL Report the actual number of unduplicated number of clients your agency served from July 1, 2006 through December 31, 2006. One person can only be counted one time, even though the client may have been served many times during the reporting period. Calculate the totals and percentages for each category: Household CDBG Eligible # Served by # Of # Served # Of Rosemead Size Based on Income Agency below Rosemead by Project residents served by Limits the Income residents below the project below the Limit served by the Income Income Limit Agency below Limit the Income Limit 1 r $38,800 12 6 6 6 u :: $44;350 :31 20 20 20 _ -3 ;.'$49,900. .. 34 11 11 11 ::. 4 , -. $55;450 _ ..... 87 5 5 5 5 $59,900 , 47 2 2 2 6 $64,300 24 2 2 2 Subtotal of CDBG 235 46- 46 46 Eligible Households Total Households Served - 235 46 46 46 Percentage of CDBG Income 100 100 100 100 Eligible Families Served 7. CLIENT INTAKE INFORMATION — CLIENT OR PROJECT INFORMATION The source of funding for Public Service Grants comes from a Community Development Block Grant (CDBG) received through the U.S. Department of Housing and Urban Development (HUD). CDBG funds are for the specific purpose of benefiting low /moderate income households. In order to be eligible for these funds, your organization must provide a service for the residents of the City of Rosemead and be able to document that at least 51 percent of the clientele served by the project/program earn less than the following income limits: 11 Income Limits are based on HUD Section 8 Income Guidelines: HOUSEHOLD ° `ANNUALzINCOME , ikrSLIMIT 1 $38,800 2 $44,350 3 $49,900 4 $55,450 5 $59,900 . 6 $64,300 7 $68,750 8 $73,200 Please check. the corresponding letter, which further describes the activity .you are proposing: Public Seniice Projects will most likely be (c), or in some cases (a), per CDBG _ Eligibility Requirements �- a) The protect will benefit a clientele that is generally presumed by HUD to be below the eligible income limits. The following _ .............- groups.. are presumed to meet this criterion: abused children, battered, spouses, elderly persons, and illiterate persons and persons with acquired Immune Deficiency Syndrome (AIDS) b) X The project information-on family size and income shows that it is evident that at least 51 percent of the clientele are persons whose family income does not exceed the CDBG eligible income limit (i.e. mapping service area and demonstrating that more than 51% of persons in the service area are low- moderate income), . c) The project has income limits that limit the activity exclusively to CDBG eligible income persons. 12 0 �J 8. ADDITIONAL APPLICATION DISCLOSURE STATEMENT All organizations that submit this application must provide 'accurate data concerning the number and income levels of clients and /or location and nature of projects /services, as well as demonstrated site control. Estimates are unacceptable except for previously non -CDBG funded agencies. This stipulation shall apply to all organizations that are subsequently awarded funding. Any organization that falsifies information, either accidentally or intentionally, shall be required to reimburse the City for any funds paid out and shall not be permitted to apply for funding in the future. The applicant hereby proposes to provide the services or projects for the City of Rosemead as stated in,this proposal. If this proposal is approved and funded, it is agreed that relevant federal, state and local regulations and other assurances, as required by the City of Rosemead', will be adhered to. As the duly authorized representative-.,of, the applicant: organization, I certify that the applicant is fully capable of fulfilling its ati obligon under this proposal. SIGNED: t _ I ORGANIZATION: Family Counseling Services /Santa Anita Family Service IK Family Counseling Servi, • Public Service Agency Agreement Page 21 of 21 EXHIBIT C COMPENSATION [insert rates & authorized reimbursable expenses] T ' 1 T C 3 T 1 T m 3 A n 0 a n m CL 0 • m W D c 0 m 0 D r ,t) c CZ CD tl' < .N. CD rt. CD 7 D) 1 m 0= m C c W N (D "6 N (D CD (D -O N 7? N (n ' — n f0-. D) I (a CD oq; n p W ' N " N N "- rn W rn " (n,. CD , O O Emm� 00 J .J M . ... _. ._ :.' .. .. co Ct. O Cn N (n i A A (n.', O J. Ln OD Cn CD 00 - cn - co O O C) O O O .. .O (O O O O w O O C) (D 7: C-) (D. D)^ W C (n N - Cn N - b (n (O O CO N Cn O O O O � •Ys -.. O O . -a u W AN C CA O 1 .�00 : ` :.. A OD OD (n _O O n Cn — ffl W W W n O O O OO -4 J OD O O O O O O' � 0 C) 0 OD O O O O C) W C' C1. O (D•° W N i A Cn J OD OD Cn (n - O A O Cn Cn ;yr A A O O O O O t0 O (b (O O � O� O O O O W (n N N 00 O ` (D (0 O N Cn O O O 03 Ocn (D Ocn J O O W+ -. 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O O W' ,c ti r' co co N N N m N N N C." � Mo0 O 0 O 0 O 0 0 0 °o °o °o 0 0 0 D ° ° C) o° o o 00 0 0 0 0 0 o co w �T j N W (T)e km A A co 'v O N O .N N A N 0 .'U) A A ° °O O m ° ° O O o O O O In m: v v O O J O O O O O O O 17 m OD C v. ci m .71 n rn O N i N O O A A W O O O i O O O O O O O O O (7 °O OO °O W ° o o O m. °;�;: m W O m Z q ny . 0 0 04 C � r c ( -v- Cod 7 AGREEMENT; AN AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND. FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY FOR THE USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, made and entered into by and between the City of Rosemead, a municipal corporation of the State of California, hereinafter "CITY ", and Family Counseling Services of West San Gabriel Valley Hereinafter referred to as "SUBRECIPIENT" RECITALS 1. CITY is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Coimnunity Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). 2. City has approved the provision of federal funds under the ACT to be used by the SUBRECIPIENT as provided in its "Statement of Work ", attached hereto as Exhibit "A" and incorporated herein by reference. 3. SUBRECI,PIENT represents that it shall perform the work as set forth in the Statement of work. 4. SUBRECIPIENT warrants that it has the expertise and experience to perform the work set forth in the Statement of Work. 5. SUBRECIPIENT represents that it shall perform the work as outlined in the statement of work pursuant to the "Budget" attached hereto as part of Exhibit "A" and incorporated herein by reference. 0 0 6. CITY shall provide Community Development Block Grant "CDBG" funds to the SUBRECIPIENT in the amount of $38,400.00, and pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and based on the mutual covenants below, the parties hereby agree as follows: A. SUBRECIPIENT'S OBLIGATIONS TIME OF PERFORMANCE Said services of the SUBRECIPIENT are to commence not sooner than date of agreement indicated in Exhibit "A" and shall be completed no later than June 30, 2007. 1. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by the CITY to SUBRECIPIENT pursuant to the provisions of this Agreement, the Statement of Work, and Budget for said program. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT under Budget Section of Exhibit A hereof. SUBRECIPIENT agrees to use said funds to pay for necessary and reasonable costs to operate said program. Said amount shall include wages, administrative costs, employee benefits comparable to other similarly situated employees, and other allowable program costs as detailed in the Budget. 2. STATEMENT OF WORK. SUBRECIPIENT represents that the Statement of work includes an accurate schedule for performance and completion of the work. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance under the 2 Agreement. 3. Budget. SUBRECIPIENT represents that the Budget includes a complete and accurate analysis of costs applicable to CDBG funds pursuant to 24 C.F.R. 502, which includes requirements for compliance with the.following in addition to other requirements: a. If SUBRECIPIENT is a governmental entity, Office of Management and Budget ( "OMB') Circular Nos. A -87, A -128 (24 C.F.R. PART 44), and with certain sections of 24 C.F.R. Part 85; or b. If SUBRECIPIENT is not a governmental entity, OMB Circular No. A -133, "Audit of Institutions of Higher Education & Other Non -Profit Institutions ", as applicable, and certain Attachments to OMB Circular No. A -133. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance under the Agreement. c. No costs incurred which exceed approved cost categories are eligible for reimbursement. Further, no cost shall be incurred or expended prior to full execution of this contract. 4. Records and Reports. The SUBRECIPIENT shall maintain the following records and reports to assist the City in Maintaining its record keeping requirements: a. Records: (1) Documentation of the income level of persons and /or families participating in or benefitting by the SUBRECIPIENT'S program. 3 0 0 (2) Documentation of the number of persons and /or families participating in or benefitting by the SUBRECIPIENT'S program. (3) Documentation of all CDBG funds received from CITY. (4) Documentation of expenses as identified in the Budget. SUBRECIPIENT must establish and maintain, on a current basis, an adequate accounting system in accordance.with generally accepted accounting principles and standards and OMB Circular A -87. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documentation for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (5) Any such other related records as CITY shall require. b. Reports: (1) Payment Request (2) Performance Report SUBRECIPIENT shall submit to the CITY at a minimum of every three (3) months, or as otherwise agreed, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goal of exhibit "A ". This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG finds. These reports must trace the Community Development Block 4 0 0 0 Grant Funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (3) Final Evaluation Report SUBRECIPIENT shall annually make available for inspection its performance, financial and all other records pertaining to performance of this contract to authorized City and HUD personnel and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operating Agency staff and program participants as required by the CITY. The Subrecipient agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Contract. (4) Any such other reports.as the CITY shall require. 5. Program Income. Transfers of grant funds by the City to the SUBRECIPIENT shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(i) and (ii). Any program income on hand when this Agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). 6. "Uniform Administrative Requirements. The SUBRECIPIENT shall comply with applicable uniform administrative 47 requirements as described in 24 C.F.R. 570.502. 7. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained separate and apart from any other funds of SUBRECIPIENT or of any principal or member SUBRECIPIENT in an account in a federally insured banking or savings and loan institution. No monies shall be withdrawn from such account except for expenditures authorized by this Agreement. 8. Retention of Records. All accounting records and evidence pertaining to all costs of SUBRECIPIENT and all documents related to this agreement shall be kept available at SUBRECIPIENT'S office or place of business for the duration of the agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the three (3) years until resolution or disposition of such appeals, litigation claims, or exceptions. 9. Compliance with Applicable Laws. SUBRECIPIENT agrees to comply fully with all applicable Federal, State and local laws, ordinances, regulations, and permits; including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A,B,C,F,H,N,and 0, as set forth in 24 C.P.R. no 570.502(b). Said Federal documents are on file in the City of Rosemead Finance Department, 8838 E. Valley Blvd., Rosemead, California 91770, and are incorporated herein by reference. The SUBRECIPIENT shall secure any new permits'required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The SUBRECIPIENT shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. POLITICAL ACTIVITIES The SUBRECIPIENT is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207 (a)(3), lobbying, political patronage, and nepotism activities. 10. Affirmative Action Policy. a. Provisions of program Services. (A) SUBRECIPIENT shall not on the ground of race, color, religion, national origin, sex, handicap or familial status exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) SUBRECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, religion, national origin, sex, handicap or familial status: (a) Deny any facilities, services, financial aid or other benefits provided by the program or activity. 7 (b) Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. (c) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program'or activity. (d) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. (e) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services or other benefit provided under the program or activity. (f) Deny an opportunity to participate in a program or activity as an employee. (C) SUBRECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) SUBRECIPIENT, in determining the site or location of housing or facilities n- provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to, discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E)(a) In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUBRECIPIENT has previously discriminated against persons on the grounds of race, color, national origin or sex, the SUBRECIPIENT must take affirmative action to overcome the effects of prior discrimination. (b) Even in the absence of such prior discrimination, a SUBRECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory practice or usage tends on the ground of race, color, national origin, or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUBRECIPIENT has an obligation'to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to E • .0 accomplish the purpose of the Civil Rights Act of 1964. (c) A SUBRECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Sections A. 10.a.(1) -(5), nothing contained herein shall be construed to prohibit any SUBRECIPIENT from maintaining or constructing separate living facilities or rest room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. b. Employment Discrimination (A) SUBRECIPIENT shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age,. familial status or handicap. SUBRECIPIENT shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and 10 selection for training including apprenticeship. SUBRECIPIENT agrees to post in conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non- discrimination clause. (B) SUBRECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUBRECIPIENT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) SUBRECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by CITY'S contracting officers advising the labor union or workers' representative of SUBRECIPIENT'S commitments under Section 202 of Executive Order.No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous place available to employees and applicants for employment (D) SUBRECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) SUBRECIPIENT shall furnish to the CITY all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, I1 0 0 CITY may cancel, terminate, or suspend in whole or in part its performance and SUBRECIPIENT may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, of by rule, regulation, or order of the secretary of Labor, or as otherwise provided by law. (G) SUBRECIPIENT shall include the provisions of Section A. 10. , "Affirmative Action Policy ", Paragraphs (1) through (6) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub - contractor or vendor. SUBRECIPIENT shall take action with respect to any sub - contract or purchase order as the CITY may direct as a means of enforcing such provisions including sanctions for non - compliance: Provided, however, that in the event SUBRECIPIENT becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the CITY, SUBRECIPIENT may request the United States to enter into such litigation to protect the interest of the United States. (H) SUBRECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 12 • 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (I) SUBRECIPIENT shall also provide ready access to and use of all CDBG. fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). c. Remedies. In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this .Agreement, the City may cancel, terminate, or suspend in whole or in part its performance and SUBRECIPIENT may be declared ineligible for further Government contracts and any such other sanctions as may be impbsed and remedies invoked as provided by law. 11. Section 3 Clause. A. The work to be performed under this contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 1702u (section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD - assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very -low income persons. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by the execution 13 of this contract, the parties to this contract certify that they are under no contractual or other constraint that would prevent them from complying with the Part 135 regulations. C. The subrecipient agrees to send to each labor organization or representative of workers with which the contractor has an agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the subrecipient's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The subrecipient agrees to include a Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, upon a finding that the subcontractor is in violation of the regulations of 24 CFR Part 135. The subrecipient will not subcontract with any subcontractor where the subrecipient has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. E.. The subrecipient will certify that any vacant employment positions, 14 0 0 including training positions, that are filled (1) after the subrecipient is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not to circumvent the subrecipient's obligations under 24 CFR Part 135. F. . Noncompliance with regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted projects. 12. Ineligibility of Subrecipients or Contractors SUBRECIPIENT shall not use CDBG funds directly or indirectly in its operations or to employ, award contracts to, otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of the SUBRECIPIENT or such contractor under the provisions of 24 C.F.R. Part 24. 13. Conflict of Interest. In the procurement of supplies, equipment, construction, and services by SUBRECIPIENT, the conflict of interest provisions in Attachment O of OMB Circular No., A -110 and 24 C.F.R. 570.611 shall apply. 14. Condition for Religious Organization. SUBRECIPIENT shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organizations if SUBRECIPIENT is a religious organization. 15. Suspension and Termination. 15 0 \J In accordance with 24 C.F.R. 85.43, suspension or termination may occur if SUBRECIPIENT materially fails to comply with any term of this Agreement and /or the award, and this Agreement and /or the award may be terminated for convenience in accordance with 24 C.F.R. 85.44. 16. Reversion of Assets. Upon the termination or expiration of the term of this Agreement, the SUBRECIPIENT shall transfer to the CITY any CDBG funds at the time of such termination or expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the SUBRECIPIENT'S control that was acquired or improved in whole or in part with CDBG funds in excess of twenty five thousand dollars ($25,000.00) shall either be: (a) Used to meet one of the national objectives stated in 24 C.F.R. 570.901 until five (5) years after termination or expiration of this Agreement, or for such longer period of time as determined to be appropriate by the CITY; or (b) Disposed of in a manner that results in the CITY'S being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. Reimbursement to the CITY shall not be required after the period of time specified in Section A.15.(a) of this Agreement. 17.. Nonexpendable Property. Nonexpendable property means tangible personal property having a useful life of more than (1) year and an acquisition cost of V300 or more per unit. 18. Independent Contractor. 16 0 • SUBRECIPIENT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an employee or agent of the CITY. 19. Licensing. SUBRECIPIENT agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENTS funded hereunder. 20. Inspection of Records. CITY and the United States Government and /or their representatives shall have access for purpose of monitoring, auditing, and examining SUBRECIPIENT'S activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT'S sub - contractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and /or their representative shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site. in which any of the services or activity funded hereunder are conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access. to any privileged or confidential information as set forth in Federal or State law. In the event SUBRECIPIENT does not make the above - referenced documents available within the City of Rosemead, California, SUBRECIPIENT agrees to pay all necessary and 17 0 E reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. 21. Assignability. SUBRECIPIENT shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of CITY; provided, however, that claims for money due or to become due to SUBRECIPIENT from CITY under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other than that as provided above shall be void and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to CITY. 22. Hold Harmless. a. SUBRECIPIENT shall indemnify and save harmless CITY, its officers and employees, from and against any and all damages to property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers and employees, from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omissions of SUBRECIPIENT , its employees or sub - contractors. b. SUBRECIPIENT shall indemnify and save harmless CITY, its officers and employees, from and against any and all damages to property or injuries to or death of any person or. persons, including property, and employees or agents of M 0 P CITY and shall defend, indemnify and save harmless CITY, its officers and employees, from and against any and all claims, demands, suits, actions or proceedings therefrom, resulting from or arising out of the intentional or malicious acts of SUBRECIPIENT, its employees or subcontractors 23. Insurance. a. SUBRECIPIENT shall furnish the City Clerk and the Finance Department at 8838 East Valley Boulevard, Rosemead, CA 91770, insurance certificates from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior written notice to CITY at the address specified in Section C.2 herein. b. SUBRECIPIENT shall obtain, at its sole cost, a comprehensive general liability insurance policy insuring against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of operations of SUBRECIPIENT , its officers, agents, or employees. Said policy or policies of. insurance shall provide coverage for both bodily injury and property damages in not less than the following minimum amounts: One Million dollars ($1,000,000.00) combined single limit, or its equivalent. Said policy shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until thirty (30) days notice thereof has been given in writing to CITY at the address specified in Section C.2. herein. SUBRECIPIENT shall file with the City Clerk prior to exercising any right or 19 0 \J performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, a policy or policies of general liability insurance, or certificate of such insurance, satisfactory to the City Attorney expressly naming the City of Rosemead, 8838 East Valley Boulevard, Rosemead, California, as additional insured. c. SUBRECIPIENT shall give CITY prompt and timely notice of any claim made or suit instituted. SUBRECIPIENT shall procure and maintain,.at its own cost and expense, any additional kinds and amounts of insurance, which, in its own judgement, may be necessary for its proper protection in the prosecution of the work. B. CITY OBLIGATIONS CONTRACT ADMINISTRATION The City Manager or designee shall have full authority to act for the City in the administration of this Contract, consistent with the provisions contained herein. 1. Payment of Funds. CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD under the Act for the Fiscal. Year indicated in Exhibit "A" for allowable costs (as defined by OMB Circular A -133 Audit of Institutions of Higher Education & Other Non - Profit Institutions) actually incurred for the express purposes specified in Exhibit "A ", amounts expended by SUBRECIPIENT in carrying out said program pursuant to this Agreement up to a maximum aggregate payment of ($38,400.00) in installments determined by CITY. The parties understand and agree that such reimbursement, if any, shall be conditioned upon receipt of said funds by the City OR from HUD, and shall not be charged on any other funds of the City. Payment shall be made to SUBRECIPIENT through the submission of periodic invoices, in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. 2. Audit of Account. CITY shall include -an audit of the account maintained by SUBRECIPIENT pursuant to Section A.8 of this Agreement in CITY'S annual audit of all CDBG funds to Federal regulations found in title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. MISCELLANEOUS PROVISIONS: 1. Termination of Agreement. CITY or SUBRECIPIENT may terminate this Agreement by giving written notice to the other party thirty '(30) days prior to effective date of termination. Additionally, the CITY shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this Agreement immediately or withhold payment of any invoice for failure of the SUBRECIPIENT to comply with program requirements, Subrecipient shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the CITY finds that the SUBRECIPIENT has violated the terms and conditions of this Agreement, the SUBRECIPIENT may be required to: (a) repay all monies received from the CITY under this Agreement; and /or (b) transfer possession of all materials and equipment purchases with grant money to the 21 0 CITY. \J In the case of early termination, a final payment may be made to the SUBRECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. All notices to the parties concerning this agreement shall be in writing and shall be sent by certified mail, addressed as follows: TO CITY: TO SUBRECIPIENT City of Rosemead Community Development Department 8838 E. Valley Boulevard Rosemead, California, 91770 Family Counseling Services of West San Gabriel Valley 10642 Lower Azusa Road, Suite C El Monte CA 91731 3. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the services of SUBRECIPIENT and provision of CDBG funds by CITY and contains all the covenants and agreements between the parties with respect to the conditions of said services and funding in -any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, 22 0 \71 or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. 4. Laws Governing This Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, all applicable federal statutes and regulations as amended, and all applicable local laws. 5. Severability. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of any other provisions of this Agreement. 6. Construction of Agreement. The provisions of this Agreement and its Exhibits shall be construed as a whole. The captions preceding the text of each section are included only for convenience of reference and shall be disregarded in the construction and interpretation of this agreement. - IN WITNESS WHEREOF, CITY and SUBRECIPIENT have caused this Agreement to be executed by their duly authorized representatives. This contract is effective as of July 1, 2006. City Clerk 23 JBRECIP,�EN .'l 1 Executiv ctor • EXHIBIT "A" 24 CDBG FUNDING APPLICATION AGENCY INFORMATION Agency Name: Family Counseling Services of West San Gabriel Valley (A Division of Santa Anita Family Service Agency Address: 10642 Lower Azusa Rd, Suite C, El Monte CA 91731 Number Street City Zip Code Administrator Telephone No.(626) 350 -4400 ext. 20 Fax:(626)350 -4499 Project Site Address: Same As Above Number Street City . Zip Code Project Manager Name: Jennifer Foote Psy.D. Title: Clinical Director Project Manager's Telephone No. (626) 350 -4400 ext. 20 Fax: 626) 350 -4499 Project Manager's Email Address:. jfootepsyd(a)earthlink.net Describe Agency's overall function or. purpose. Include history and experience in providing this service. (If more room is needed, please use additional paper and attach to the back of the application with a reference number). Family Counseling Services of West San Gabriel Valley was founded in 1966 with a mission to prevent family dysfunction substance abuse and mental illness by providing an agency comprised of professional therapists and to assure delivery of assistance regardless of ability to pay. In addition Family Counseling Services of West San Gabriel Valley has decided to merge with Santa Anita Family Service which became effective March 2005. Santa Anita Family Service was founded in 1951 and has a mission statement to foster well-being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high quality educational mental health and social service programs. Overall the mission is to enhance the quality of life in the West San Gabriel Valley by providing affordable professional counseling services that address mental health problems throw h individual family and /or group counseling education and intervention services. Therefore there is a continued focus on community needs. Has the Agency previously received funding from the City of Rosemead? [X] YES [] NO If yes, please identify.the years and amounts funded: 2005 -2006 1 $40,000 H 2. PROJECT PROPOSAL AND DESCRIPTION In this section, briefly describe the project proposal, including cost estimates. Grant amount Requested: $ 38,400 Briefly describe your proposed Project/Program goals. Your response must describe the scope of services for the project, proposed solutions to problems identified in Priority Needs: The overall goal of this project is to provide professional assistance to families and individuals experiencing problems and to reduce the impact of these problems on the community. These services include crisis intervention individual chil d family. and group therapy to Rosemead residents Groups include those that focus on a variety of issues such as parenting substance abuse empowerment domestic violence, anger- management, etc In addition these services can be provided in English Spanish and Chinese. Briefly describe and include resources dedicated to the program such as money, staff, equipment and supplies: The counseling program utilizes staff (1 clinical director & 3 part-time hourly therapists benefits included) operating expenses (rent utilities & telephone) and some office supplies See Exhibit A budget proposal and operating budget tor .details . Briefly describe your proposed program Activities. Your response must describe the strategies and techniques that comprise service and outreach methodology: The counseling program provides Rosemead residents with low cost counseling services These services include crisis intervention individual child family. and group therapy. Therapy focus is on a variety of issues such as parenting substance abuse, empowerment domestic violence anger- management etc. In addition these services can be provided in English Spanish and Chinese. Briefly describe the direct product of the program activities. Include the volume if work accomplished such as number of: low- income households served, youth, elderly, disabled or number of loan applications processed. Goals must include numeric goals for service that will be achieved during the program year: The counseling program intends on serving a minimum of 45 low- income households Can this Project /Program proceed on July 1, 2006? [X] YES [ ] NO 7 2004 -20 $40,000 2003 -2004 $40,000 2002 -2003 $58,015 2. PROJECT PROPOSAL AND DESCRIPTION In this section, briefly describe the project proposal, including cost estimates. Grant amount Requested: $ 38,400 Briefly describe your proposed Project/Program goals. Your response must describe the scope of services for the project, proposed solutions to problems identified in Priority Needs: The overall goal of this project is to provide professional assistance to families and individuals experiencing problems and to reduce the impact of these problems on the community. These services include crisis intervention individual chil d family. and group therapy to Rosemead residents Groups include those that focus on a variety of issues such as parenting substance abuse empowerment domestic violence, anger- management, etc In addition these services can be provided in English Spanish and Chinese. Briefly describe and include resources dedicated to the program such as money, staff, equipment and supplies: The counseling program utilizes staff (1 clinical director & 3 part-time hourly therapists benefits included) operating expenses (rent utilities & telephone) and some office supplies See Exhibit A budget proposal and operating budget tor .details . Briefly describe your proposed program Activities. Your response must describe the strategies and techniques that comprise service and outreach methodology: The counseling program provides Rosemead residents with low cost counseling services These services include crisis intervention individual child family. and group therapy. Therapy focus is on a variety of issues such as parenting substance abuse, empowerment domestic violence anger- management etc. In addition these services can be provided in English Spanish and Chinese. Briefly describe the direct product of the program activities. Include the volume if work accomplished such as number of: low- income households served, youth, elderly, disabled or number of loan applications processed. Goals must include numeric goals for service that will be achieved during the program year: The counseling program intends on serving a minimum of 45 low- income households Can this Project /Program proceed on July 1, 2006? 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N aLU W W 0 0 m Z Q W CL O Q W (9 h+ 0 O 0 O 0 0 0 jtf.- U O O 0 p O O O O O O O Cl) O O O 0 O N M O N 0 U V F-' W' �j Mj R! � 0 0 0 0 0 0 0 r o 0 r o oC) r m r W I= LI N CD CD O 0 O CD (O 0 O CD O O o � O O 0 r . O 0 CD o O F N r N V N N o N O Cl) 7 v V v op O`: Q,U M Vk co m `�3"-? J 0 O 0 O 0 O O O O O 0 O O o O O r co r co Q O O O O O O O O O O O p (p co ' F r N u6 N N N N � V tLY:' VW 1 r p O O O Cl) 0 O 0 O 0 O U O O O O O O O (� V 7 O >- M N N V u O F �U co Y q i 'Q"... W 17:) O CD r p O 0 O O W.: _ O � O C:)- O O O O V O O O o O O r O O O O � � i '� O r �- C) N V N N N CD L Cl) R Z U w`, �i-j �iJ 0 O 0 O 0 o 0 0 0 0 O o o O 0 o 0 r 0 r p '0' Q O O O O 0 O O O o O o O O � O O � O 0 N W 0 O F O r N. (O N N N o 07 OJ WI F C9i O m W N W ZY! >, Z tq Y W W Z Z O a" (D L) m co X a > W! aci � w m m n m �, o o Z xs Q a) Zn Q (7 Q a�i Q :.Far C Q N. .Q C Q O O O r -? x+ x N E ° a N C E C m W O m O O ryw W Q cn U 0) C � o n- X a c a m L o N Cl) O O a a s ± o O L O (j E @ C N U Q ..;�. N O � N Q Q M Q Q — cm m O O O O x ' a O m -o F- O d U F v0 H. F t- 0 0 CJ', C(erlG • i 1 AGREEMENT AN AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND �d FAMILY COUNSELING SERVICES OF WEST SAN GABRIEL VALLEY FOR THE USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, made and entered into by and between the City of Rosemead, a municipal corporation of the State of California, hereinafter "CITY ", and Family Counseling Services of VA'est San Gabriel Valley Hereinafter referred to as "SUBRECIPIENT" RECITALS CITY is the recipient of funds from the United States Department.of Housing and Urban Development (hereinafter "HUD ") pursuant to Tiile I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). 2. City has approved the provision of-federal funds under the ACT to be used by the SUBRECIPIENT as provided in its "Statement of Work ", attached hereto as Exhibit "A" and incorporated herein by reference. 3. SUBRECIPIENT represents that it shall perform the work as set forth in the Statement of work. 4. - SUBRECIPIENT warrants that it has the expertise and experience to,perform the work set forth in the Statement of Work. 5. SUBRECIPIENT represents that it. shall perform the work as outlined in the statement of work pursuant to the 'Budget" attached hereto as part of Exhibit "A" and incorporated herein by reference. 1 0 0 6. CITY. shall provide Commmnity Development Block Grant "CDBG" funds to the SUBRECIPIENT in the amount of $40,000.00, and pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and based on the mutual covenants below, the parties hereby agree as follows: A. SUBRECIPIENT'S OBLIGATIONS TIME OF PERFORMANCE Said services of the SUBRECIPIENT are to commence not sooner than date of agreement indicated in Exhibit "A" and shall be completed no later than June 30, 2006. I. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by the CITY to SUBRECIPIENT pursuant to the provisions of this Agreement, the Statement of Work, and Budget for said program. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT under Budget Section of Exhibit A hereof. SUBRECIPIENT agrees to use said funds to pay for necessary and reasonable costs to operate said program. Said amount shall include wages, administrative costs, employee — benefits'cbmparable to other similarly situated, employees, and other allowable program costs as detailed in the Budget. 2. STATEMENT OF NVORK. SUBRECIPIENT represents that the Statement of work includes an accurate schedule for performance and completion of the work. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance under the- " 2 0 Agreement- Budget. 3. Budget. 0 SUBRECIPIENT represents that the Budget includes a complete and accurate' analysis of costs applicable to CDBG funds pursuant to 24 C.F.R. 502, which includes requirements for compliance with the following in addition to other requirements: a. If SUBRECIPIENT is a govermnental entity, Office of Management and Budget ( "OMB') Circular Nos. A -87, A -128 (24 C.F.R. PART 44), and with certain sections of 24 C.F.R. Part 85; or b. if SUBRECIPIENT is not a govermnental entity, OMB Circular No. A -133, "Audit of Institutions of Higher Education cY Other Non - Profit Institutions ", as applicable, and certain Attaclunents to OMB Circular No. A -133. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance under the Agreement. . c. No costs incurred which exceed approved cost categories are eligible for reimbursement. Further, no cost shall be incurred or expended prior to full execution.of this contract. 4. Records and Reports. The SUBRECIPIENT shall maintain the following records and reports to assist;the City in Maintaining its record keeping requirements: a. Records: (1) Documentation of the income level of persons and /or families participating in or benefitting by the SUBRECIPIENT'S program. 3 (2) Documentation of the number of persons and /or families participating - ih or benefitting by the SUBRECIPIENT'S program. (3) Documentation of all CDBG funds received from CITY. (4) Documentation of expenses as identified in the Budget. SUBRECIPIENT must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A -87. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documentation for non-personnel cost, and time records for -. personnel costs, which completely discloses the amount and nature of the expenditures. (5) Any such other related records as CITY shall require. b. Reports: (1) Payment Request (2) Performance Report SUBRECIPIENT shall submit to the CITY at a minitimm of every three (3) months, or as otherwise agreed, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goal of exhibit "A ". This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG finds. These reports must trace the Community Development Block 4 -- _ 5: 11 Grant Funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (3) Final Evaluation Report SUBRECIPIENT shall annually snake available for inspection its performance, financial and all other records pertaining to performance of this contract to authorized City and HUD personnel and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operating Agency staff and program participants as required by the CITY. The Subrecipient agrees to subunit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Contract. (4) Any such other reports as the CITY shall require. Proaram Income. Transfers of grant funds by the City to the SUBRECIPIENT shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(i) and (ii). Any program income on hand when this Agreement expires, or received after this Agreement's expiration, shall be paid to the City as- required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b).. 6.- Uniform Administrative Requirements. The SUBRECIPIENT_ shall comply with applicable uniform administrative 5 requirements as described in 24 C.F.R. 570.502. 7. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained separate and apart from any other funds of SUBRECIPIENT or of any principal or member SUBRECIPIENT in an account in a federally insured banking or savings and loan institution. No monies shall be withdrawn from such account except for expenditures authorized by this Agreement. 8. Retention of Records. All accounting records and evidence pertaining to all costs of SUBRECIPIENT and all documents related to this agreement shall be kept available at SUBRECIPIENT'S office or place of business for the duration of the agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this agreement to which CITY= or any other govermnental agency takes exception, shall be retained beyond the three (3) years until resolution or disposition of such appeals, litigation claims, or exceptions. 9. Compliance with Applicable Laws. SUBRECIPIENT agrees to comply fully with all applicable Federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A,B,C,F,H,N,and 0, as set forth in 24 C.F.R. 6 0 570.502(b). Said Federal documents are on file in the City of Rosemead Finance Department, 8838 E. Valley Blvd., Rosemead, California 91770, and are incorporated herein by reference. The SUBRECIPIENT shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The SUBRECIPIENT shall ensure that the requirements of the California Envirotunental Quality Act are met for any permits or other emitlements-required to carry out the terms of this Agreement. POLITICAL ACTIVITIES The SUBRECIPIENT is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207 (a)(3), lobbying, political patronage, and nepotism activities. 10. Affirmative Action Policy. a. Provisions of program Services. (A) SUBRECIPIENT shall not on the ground of race, color, religion, national origin, sex, handicap or familial status exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) SUBRECIPIENT shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, religion, national origin, sex, handicap or familial status: (a) Deny any facilities, services, financial aid or other benefits provided by the program or activity. 7 (b) Provide any facilities, services, nnancieil aid or other. benefits which are different or are provided in a different form from that provided to others under the program or activity. (c) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or.benefit under the program or activity. (d) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. (e) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services or other benefit provided under the program or activity. (f) Deny an opportunity to participate in a program or activity as an employee. (C) SUBRECIPIENT may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex (D) SUBRECIPIENT, in determining the site or location of housing or facilities R provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to, discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives. of the Civil Rights Act _ of 1964 and amendments thereto. (E)(a) In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUBRECIPIENT has previously discriminated against persons on the grounds of race, color, national origin or sex; the SUBRECIPIENT must take affirmative action to overcome the effects of prior discrimination. (b) Even in the absence of such prior discrimination, a SUBRECIPIENT in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in litniting participation by persons of a particular race, color, national origin or sex. Where previous . discriminatory practice or usage tends on the ground of race, color, national origin, or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUBRECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to 9 o • accomplish the purpose of the Civil Riahts Act of 1964. (c) A SUBRECIPIENT shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Sections A.10.a.(1) -(5), nothing contained herein shall be construed to prohibit any SUBRECIPIENT from maintaining or constructing separate living facilities or rest room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. b.. Employment Discrimination _ (A) SUBRECIPIENT shall not discriminate against any employee "or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. SUBRECIPIENT shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and 10 selection for training including apprenticeship. SUBRECIPIENT agrees to post in conspicuous.place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) SUBRECIPIENT shall, in all.solicitations or advertisements for employees placed by or on behalf of SUBRECIPIENT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) SUBRECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by CITY'S contracting officers advising the labor union or workers' representative of SUBRECIPIENT' S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous place available to employees and applicants for employment. (D) SUBRECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) SUBRECIPIENT shall furnish to the CITY all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. (E) In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, 11 CITY may cancel, terminate, or suspend in whole or in part its perfomrance and SUBRECIPIENT may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the secretary of Labor, or as otherwise provided by law. (G) SUBRECIPIENT shall include the provisions of Section A.10. , "Affirmative Action Policy ", Paragraphs (1) through (6) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11,246 of September 24, 1965, so that such provisions will be binding upon each sub - contractor or vendor. SUBRECIPIENT shall take action with respect to any sub- contract or purchase order as the CITY may direct as a means of enforcing such provisions including sanctions for non- compliance: Provided, however, that in the event SUBRECIPIENT becomes involved in, or is threatened with, litigation with a .sub- contractor or vender as a result of such direction by the CITY, SUBRECIPIENT may request the United States to enter into such litigation to protect the interest of the United States (H) SUBRECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C; 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 12 504 of the Rehabilitation Act of 1973 (24 U.S.C. 794). (I) SUBRECIPIENT shall also provide ready access to and use of all CDBG fltnd assisted buildings to physically handicapped persons in compliance with the -- standards established in the Architectural Barriers Act of 1968 (42 U.S.G. 4151 y _ et seq.) and with the requirements of the Americans with.Disabilities Act (ADA). c. Remedies. In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the City may cancel, terminate, or suspend in whole or in part its performance and SUBRECIPIENT may be declared ineligible for further Government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 11. Section 3 Clause. . A. The work to be performed under this contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 1702u (section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very -low income persons. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by the execution 13 V. of this contract, the parties to this contract certify that they are under no contractual_orother constraint that would prevent them from complying with the Part -1 -35 regulations. C. The subrecipient agrees to send to each labor organization or representative of workers with which the contractor has an agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the subrecipient's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The subrecipient agrees to include a Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, upon a finding,that the subcontractor is in violation of the regulations of 24 CFR Part 135. The subrecipient will not subcontract with any subcontractor where the subrecipient has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. E. The subrecipient will certify that any vacant employment positions, 14 including training positions, that are filled (1) after the subrecipient is selected but before the contract is executed. and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not to circumvent the subrecipient's obligations under 24 CFR Part 135. F. Noncompliance with regulations in 24 CFR Part .135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted projects. 12. Ineligibility of Subrecinients or Contractors SUBRECIPIENT shall not use CDBG funds directly or indirectly in its operations or to employ, award-contracts to, otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of the SUBRECIPIENT or such contractor under the provisions of 24 C.F.R. Part 24. 13. Conflict of Interest. In the procurement of supplies, equipment, construction, and services by SUBRECIPIENT, the conflict of interest provisions in Attachment O of ODD Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 14. Condition for Religious Organization. SUBRECIPIENT shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organizations if SUBRECIPIENT is a - religious organization. 15.. Suspension and Termination. 15 In accordance with 24 C.F.R. 85.43, suspension or termination may occur if SUBRECIPIENT materially fails to comply with any term of this Agreement and /or the_ award, and this Agreement and /or the award may be terminated for convenience in accordance with 24 C.F.R. 85.44. 16. Reversion of Assets. Upon the termination or expiration of the term of this Agreement, the SUBRECIPIENT shall transfer to the CITY any CDBG funds at the time of such termination or expiration and any, accounts receivable attributable to the use of CDBG funds. Any real property under the SUBRECIPIENT'S control that was acquired or improved in whole or in part with CDBG funds in excess of twenty five thousand dollars ($25,000.00) shall either be: (a) Used to meet one of the national objectives stated in 24 C.F.R. 570.901 until five (5) years after termination or eip'iratiori of this Agreement, or for such longer period of time as determined to be appropriate by the CITY: or (b) Disposed of in a manner that results in the CITY'S being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for acquisition of, or . improvement to, the property. Reimbursement to the CITY shall not be required after the period of time specified in Section A. 15.(a) of this Agreement. 17. Nonexpendable Property.. Nonexpendable property means tangible personal property having a useful life of more than (1) year and an acquisition cost of $300 or more per.unit. 18. Independent Contractor. 1 16 SUBRECIPIENT agrees That the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an employee or agent of the . CITY. 19. Licensing. SUBRECIPIENT agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENTS funded hereunder. 20. Inspection of Records. CITY and the United States Govermnent and /or their representatives shall have access for purpose of monitoring, auditing,. and examining SUBRECIPIENT'S activities and performance. to books, documents and papers, and the right to examine records of SUBRECIPIENT'S sub - contractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Govermnent and /or their representative shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activity funded hereunder are conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access, to any privileged or confidential information as set forth in Federal or State law. In the event SUBRECIPIENT does not make the above- referenced documents available within the City of Rosemead, California, SUBRECIPIENT agrees to pay all necessary and 17 reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. 21. Assignability. SUBRECIPIENT shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of CITY; provided, however, that claims for money due or to become due to SUBRECIPIENT from CITY under this Agreement may be assigned to a bards, trust company or other financial institution. or to a trustee in bankruptcy, without such approval. Any assigmnent, delegation or novation other than that as provided above shall be void and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to CITY. 22. Hold Harmless. a. SUBRECIPIENT shall indemnify and save harmless CITY, its officers and employees, from and against any and all damages to property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers and employees, from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omissions of SUBRECIPIENT , its employees or sub- contractors. . b: SUBRECIPIENT shall indemnify and save harmless CITY, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property, and employees or agents of 18 CITY and shall defend, indemnify and save harmless CITY. its officers and employees, from and against any and all claims, deniands,'suits, actions or proceedings therefrom, resulting from or arising out of the intentional or malicious acts of SUBRECIPIENT, its employees or subcontractors. 23. Insurance. a. SUBRECIPIENT shall furnish the City Clerk and the Finance Department at 8838 East Valley Boulevard, Rosemead, CA 91770, insurance certificates from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior written notice to CITY at the address specified in Section C.2 herein. b. SUBRECIPIENT shall obtain, at its sole cost, a comprehensive general liability insurance policy insuring against liability for any and all claims and suits for damages or injuries to persons or properly resulting from or arising out of operations of SUBRECIPIENT , its officers, agents, or employees. Said policy or policies of insurance shall provide coverage for both bodily injury and property damages in not less than the following minimum amounts: One Million dollars ($1,000,000.00) combined single limit, or its equivalent. Said policy shall also contain a provision that no termination, cancellation or change of coverage of insured or additional,insured shall be effective until thirty (3 )0) days notice thereof has been given in writing to CITY at the address specified in Section C.2. herein. SUBRECIPIENT shall file with the City Clerk prior to exercising any right or 19 performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, a policy or policies of general liability insurance, or certificate of such insurance, satisfactory to the City Attorney expressly naming the City of Rosemead, 8838 East Valley Boulevard, Rosemead, California, as additional insured. c. SUBRECIPIENT shall give CITY prompt and timely notice of any claim made or suit instituted. SUBRECIPIENT shall procure and maintain, at its own cost and expense, any additional hinds and amounts of insurance, which, in its own jud,ement, may be necessary for its proper protection in the prosecution of the work. B. CITY OBLIGATIONS CONTRACT ADMINISTRATION The City Manager or designee shall have full authority to act for the City in the administration of this Contract, consistent with the provisions contained herein.. 1. Pavmetit of Funds. CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD under the Act for the Fiscal Year indicated in Exhibit "A" for allowable costs (as defined by OMB Circular A -133 Audit of Institutions of Higher Education & Other Non -Profit Institutions) actually incurred for the express purposes specified in Exhibit "A ", amounts expended by SUBRECIPIENT in carrying out. said program pursuant to this Agreement up to _a maximum aggregate payment of ($40,000.00) in installments determined by CITY. The parties understand and agree that such reimbursement, if any, shall be conditioned upon receipt of said funds by the City 20 s from HUD, and shall not be charged_.on any other funds of the City. Payment shall be made to SUBRECIPIENT through the submission of periodic invoices, in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. 2 Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT pursuant to Section A.8 of this Agreement in CITY'S amoral audit of all CDBG funds to Federal regulations found in isle 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. MISCELLANEOUS PROVISIONS: 1. Termination of Agreement. CITY or SUBRECIPIENT may terminate this Agreement by giving written notice to the other party thirty (30) days prior to effective date of termination. Additionally, the CITY shall have the right, in accordance with 24 C.F.R. 8.43, to terminate this Agreement immediately or withhold payment of any invoice for failure of the SUBRECIPIENT to comply with program requirements, Subrecipient shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the CITY finds that the SUBRECIPIENT has violated the terms and conditions of this Agreement, the SUBRECIPIENT may be required to: (a) repay all monies received from the CITY under this Agreement; and /or (b) transfer possession of all materials and equipment purchases with grant money to the 21 CITY. In the case of early termination, a final payment may be made to the SUBRECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. All notices to the parties concerning this agreement shall be in writing and shall be sent by certified mail, addressed as follows: TO CITY: City of Rosemead Community Development Department 8838 E. Valley Boulevard 'Rosemead, California, 91770 TO SUBRECIPIENT: Family Counseling Services of West San Gabriel Valley 10642 Lower Azusa Road, Suite C El Monte CA 41731 3. Exclusivity and Amendment of Agreement. This Agreement. supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the services of SUBRECIPIENT and provision of CDBG funds by CITY and contains all the covenants and agreements between the parties with-respect to the conditions of said services and funding in any matmer whatsoever. Each party to this Agreement acknowledges that no .representations', inducements, promises or agreements, orally or otherwise, have been made by any party, 22 0 or anyone acting on behalf of any party, which are not embodied herein, and that no other aat-eement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. 4, Laws Governing This Agreement. This Aareement shall be governed by and construed in accordance with the laws of the State of California, all applicable. federal statutes and regulations as amended, and all applicable local laws. 5. Severability. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of any other provisions of this Agreement. 6. Construction of Agreement. . The provisions of this Agreement and its Exhibits, shall be construed as a whole. The captions preceding the text of each section are included only for convenience of reference and shall be disreearded in the construction and interpretation of this agreement. IN WITNESS WHEREOF, CITY and SUBRECIPIENT have caused this Agreement to be executed by their duly authorized representatives.. This contract is effective as of July 1, 2005. CITY OF RROSEMEAD by _fat''' City Manager City Clerk 23 SUBRECI IENT by Executive D irector i GDBG FUNDING APPLICATION 1. AGENCY INFORMATION Agency Name' Family Counseling Services of West San Gabriel Valley (A Division of Santa Anita Family Service Agency Address: 10642 Lower Azusa Avenue Suite C El Monte, CA 91731 Number Street City Zip Code Administrator. Telephone No.(626) 350 -4400 ext. 20 Fax. (626) 350 -4499 Project Site Address: Same As Above , — Number Street City Zip Code Project Manager Name: Jennifer Foote Psy.D. Title: Clinical Director Project Manager's Telephone No. (626) 350 -4400 ext. 20 Fax: (626) 350 -4499 Project Manager's Email Address: ifootepsyd Qearthlink.net Describe Agency's overall function or purpose. Include history and experience in providing this service. (If more room is needed, please use additional paper and attach to the back of the application with a reference number). Family Counseling Services of West San Gabriel Valley was founded in 1966 with a mission to prevent family dysfunction substance abuse and mental illness by providing an agency comprised of professional therapists and to assure delivery of assistance regardless of ability to pay In addition Family Counseling Services of West San Gabriel Valley has decided to merge with Santa Anita Family Service. Santa Anita Family Service was founded in 1951 and has a mission statement to foster well -being of the San Gabriel Valley creating healthier families and communities through professional leadership and the provision of high- quality educational mental health and social service programs Although this merge is still in process we anticipate a' continued focus on community needs. Has the Agency previously received funding from the City of Rosemead? [X] YES [] N. 0 If yes, please identify the years and 'amounts funded: a x. Year�x €ArnountF, R �-R$). 2004 -2005 $40,000 2003 -2004 $40,000 2002 -2003 $58,016 2001 -2002 $39,301 2. PROJECT PROPOSAL AND. DESCRIPTION In this section, briefly- describe the project proposal, including cost estimates. Grant amount Requested: $40,000 Briefly describe your proposed Project/Program goals. Your response must describe the scope of services for the project, proposed solutions to problems identified in Priority Needs: The overall goal of this project is to provide professional assistance to families and individuals experiencing problems and to reduce the impact of these problems on the community. These services include crisis intervention individual child family, and group therapy to Rosemead residents Groups include those that focus on a variety of issues such as parenting substance abuse empowerment domestic violence anger - management etc In addition the_ se services can be provided in English Spanish, and Chinese. Briefly describe and include resources dedicated to the program such as money, staff, equipment and supplies: The counselinq broqram utilizes staff (1 clinical director & 3 part -time hourly therapists. supplies See Exhibit A — budget proposal and operating budget for details. Briefly describe your proposed program Activities. Your response must describe the strategies and techniques that comprise service and outreach methodology: The counseling program provides Rosemead residents with low cost counseling services These services include crisis intervention individual child family, and group therapy. Therapy focus is on a variety of issues such as parenting, substance abuse empowerment domestic violence anger - management etc. In addition. these services can be provided in English Spanish and Chinese Briefly describe the direct product of the program activities. Include the volume if work accomplished such as number of: low- income households served, youth, elderly, disabled or number of loan applications processed. Goals must include numeric goals for service that will be achieved during the program year: The counseling program intends on serving a minimum of 50 low- income households. Can this Project /Program proceed on July 1, 2005? [X] YES [ ] NO • • r (11 C � N N E E a y p_0 dp O-O U N 0 .. C W C N @ 0 (D O N O 4 m y N O cm f6 N QN C. O O O N E D c C C O N C ° N" C I a) C U w 7 E O r E —O O N a a a o @ U v W E m d N a N i C Q) .L D C LL 3 O N O L N a� O C O ~ f0l7 noa mc° �nciu Emv C) N. U.� T' 7 O O I— N O L N U 7 C O N LU !L E r a °' F7 o. CL N. 0 F v L D (6 O 00 Q o E c=� c@ c N N 6 N y N Ci 16 Ov �w c O U U N Z Ca- OtC O @A am�� N (6 U O D U c C O +� O E y N U N U .� 'J _ G1 U^ 4 C \? p v co T N p N 5 E E o o �O N QOL- a oaoa @° C) 3 w N 'E o 0) o d T Vi co T w m N O N O' F U H a ° O m o G ° m w E L t6 U Q C LU O CZ _ co 0 O U — N Op U) O N -0 N• Q7 Q) N y Q cm C C y C C C ... C �_ G C C C N. (6 U O 4T W 7 N > O a '0 C O a "O C 0 N VN N'c� myom Eyph a). CD I N LL Q� �$� Zauc >_au� w U TT _ `c_ y @ O a N@ O E 7 C 'O O I ?i f6 a s @ c m c° m c o O 0 0 N Q wm = .Nm F ._maE N= N 3 N N Na �° Uc ;c co U =�.` I �Q C.� O` N9 U�.E . Em �Qo0oE0- LL �y T O O LLJ Z C_ a m E Z Q O > d O a Z .'� - a LL m e o N� J U_ 7 (6 V C/) N U a c 0 N N O u CZ ° »° U) =� OW rna Q cA a a co <5 a@w D- 0 3. PROJECT PROPOSAL AND DESCRIPTION (continued) If your proposal is for an existing Project/Program that is currently funded through the City of Rosemead's General Fund, this request will: PLEASE CHECK ONLY ONE: so, h The att OnZltiq will counseling services that can be rendered to the Rosemead residents /families 2. [,Continue the existing funded program at currently funded service levels. 3. j \] Replace a previous source of funding. If so, list source and reason 4. [ ] New program for FY 2005 -2006 5. [ j New request (not currently funded) 4. CLIENT INTAKE INFORMATION - FOR PUBLIC SERVICE ACTIVITIES The U.S. Department of Housing and Urban Development (HUD) requires that agencies obtain intake data from each ' client/family served. Does your agency obtain this information? [X] YES .[ ] NO If yes, does your intake sheet obtain the following: • Name • Address • City in which client last resided • _ Number of Family members • Total family (household.) income Race /Ethnicity • Female head of household Yes[X] No[ ] Yes[X] No[ ] Yes[X] No[ ] . Yes[X] No[ ] Yes[X] No[ ] Yes[X] No[ ] Yes[X] No[ ] Describe any special characteristics of your client population. The client population is diverse: however, many residents fall with in the lower socio- economic status level, have diverse ethnic backgrounds, and/or English is often a second language. 5. CLIENT INTAKE INFORMATION — CLIENT INTAKE AND PERFORMANCE Provide the actual numbers of your total clients in the categories listed below: (for new, non-city of Rosemead funded agencies, please provide projected data for upcoming fiscal year.) TIME PERIOD' jPAGENCY 2� Rx ,'��,4CHIL�DREN _11,V�,'-V,'; ` R� O SEMEAD' YOUftJ WOMEN' YOUTH W, 'SEN1 R K", I Agency Rosemead ... 0 7 /1/03 to to 3537 309 136 140 61 210 12 7 )1 010 6 6/30/04 1 1 173 997 210 210 6/30/04 , 11 -7/1/04 I to to 1702 162 66 65 40 116 5 1 1 1 12/31/04 10 7/1/04 to , 39 230 27 Provide the actual numbers of persons served in the following age categories: (for new, non-city of Rosemead agencies, please provide projected data for upcoming fiscal year): PERFORMANCE PERIOD ,'��,4CHIL�DREN _11,V�,'-V,'; �`INZyou YOUTH` ADULT`` I-ELDE R I Rosemead I Agency Rosemead A enc Rosemead A enc Rosemead Agency 7/1/03 to 85 429 51 173 1 1 173 997 210 210 6/30/04 7/1/04 to , 39 230 27 97' 111 555 116 - 116 12/31/04 o. CLIENT INTAKE INFORMATION — CLIENTS SERVED BY INCOME LEVEL Report the actual number of unduplicated number of clients your agency served from July 1, 2004 through December 31, 2004. One person can only be counted one time, even though the client may have been served many times during the reporting period. Calculate the totals and percentages for each category: Household CDBG Eligible # Served by # Of #,Served # Of Rosemead Size Based on Income Agency below Rosemead by Project residents served by Limits the Income residents below the project below the Limit served by the Income Income Limit Agency below omit the Income Limit 1 $33,300 55 61 61 61 2 $38,100 141 71 71 71 3 $42,850 111 44 44 44 4 $47,600 688 120 120 120 5 $51,400 416 53 53 53 6 $55,200 372 35 35 35 Subtotal of CDBG 1823 384 384 384 Eligible Households Total Households Served 1823 384 384 384 Percentage of CDBG Income 100 100 100 100 Eligible Families Served 7. CLIENT INTAKE INFORMATION — CLIENT OR PROJECT INFORMATION The source of funding for Public Service Grants comes from a Community Development Block Grant (CDBG) received through the U.S. Department of. Housing and Urban Development' (HUD). CDBG funds are. for the specific purpose of benefiting low /moderate income households. In order to be eligible for these. funds, your organization must provide a'service for the residents of the City of Rosemead and be able to document that at least 51 percent of the clientele served by the project/program earn less than the following income.limits: Income Limits are based on HUD Section 8 Income Guidelines' fPHOUSEHOLD�?O`Q1 5 aN 'tINUAL IWC,OME 1 $33,300 2 $38,100 3 " $42,850 4 $47,600 5 $51,400 " 6 $55,200 7 $59,000 8 $62,850 Please check the corresponding letter, which further describes the activity you are proposing: Public Service Projects will most likely be (c ), or in some cases (a), per CDBG Eligibility Requirements. a) The project will benefit a clientele that is generally presumed by HUD to be below the eligible income limits. The following groups are presumed to meet this criterion: abused children, battered spouses, elderly persons, and illiterate persons and persons with acquired Immune Deficiency Syndrome (AIDS) b)� The project information.on family size and income shows that it is evident that at least 51 percent of the clientele are persons whose family income does not exceed the CDBG eligible income limit. L) k-z- The project has income limits that limit the activity exclusively to V CDBG eligible income persons. 40. ADDITIONAL APPLICATION DISCLOSURE STATE114ENT All organizations that submit this application must provide accurate data concerning the number and income levels of clients.and /or location and nature of projects /services. Estimates are unacceptable except for previously non -CDBG funded agencies. This stipulation shall apply to all organizations that are subsequently awarded funding. Any organization that falsifies information, either accidentally or intentionally, shall be required to reimburse the City for any funds paid out and shall not be permitted to apply for funding in the future. The applicant hereby proposes to provide the services or projects for the City of Rosemead as stated in this proposal. If this proposal is approved and funded, it is agreed that relevant federal, state and local regulations and other assurances, as required by the City of Rosemead, will be adhered to. As the duly authorized representative of the applicant organization, I certify that the applicant is fully capable of fulfilling its obligation under this proposal.. DATE: —3 I �S`lO✓ SIGNED: TITLE: Clinical Director ORGANIZATION: Family Counseling Services of West San Gabriel Valley /Santa Anita Family Service v m d ✓-i1 a 7 O F- 0 N y d a c d a R Q o. r , d R E x . 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O CL CL R .3 O ri O y to ay w R O .d.. r+ G R O N �L L W N LL O w N � r � O U L) A LL Q a C y O 1° U L N II 3 U ar m O N C QI O N'C t F R N w d II R R L y d > N m R U L) LL p, LL II R E I L L L