CC - Item 6G - Senior Nutrition Program - Authorization to Solicit BidsROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: JEFF ALLRED, CITY MANAGER
DATE: OCTOBER 27. 2009
SUBJECT: SENIOR NUTRITION PROGRAM -AUTHORIZATION TO SOLICIT BIDS
SUMMARY
Over the past three (3) years, the City has contracted with Morrison Management
Specialists, Inc. (MMS) to provide meals for the Senior Nutrition Program. The Senior
Nutrition Program's mission is to provide high quality, cost efficient, nutritious meals to
seniors and to promote the role of nutrition in preventative health and long term care.
As part of the procurement requirements under the Community Development Block
Grant (CDBG) program, an organization may only receive funding for up to three years
for the same program or activity before a new Request for Proposal must be completed.
The City's current contract for this service will expire on June 30, 2010.
Staff Recommendation
Staff recommends that the City Council authorize staff to advertise for this service and
solicit bids for a qualified firm to administer the City's Senior Nutrition Program for FY
2010-2011 with an option to extent the contract for two (2) additional years.
ANALYSIS
The Senior Nutrition Program is funded utilizing both General and CDBG funds. The
CDBG funding has many Federal overlays including a maximum three-year contract for
services requested by a City. The City's current three-year contract with MMS will
expire on June 30, 2010. As a result, the City is required to issue a new Request for
Proposal and enter into a new contract with a maximum time limit of three years.
FINANCIAL REVIEW
The CDBG Program provides 56% of the funding for a Senior Nutrition Program while
the remaining 44% is offset by the City's General Fund.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
ITEM NO. _LaLL._ -
APPROVED FOR CITY COUNCIL AGENDA:
City Council Meeting
October 27, 2009
Paae 2 of 2
Prepared by:
Michelle G. Ramirez
Economic Development Administrator
S
Development Director
Attachment A: Proposed RFP
REQUEST FOR PROPOSAL
CITY OF ROSEMEAD'S
SENIOR CITIZEN LUNCH PROGRAM
SUBMITTALS:
Seven (7) bound copies, one (1) unbound reproducible copy, and one (1)
electronic/digital copy of the proposal in sealed envelope must be received by the
City of Rosemead's City Clerk's Office by no later than Wednesday, December 9,
2009 at 3:00 p.m.
CONTACT PERSON:
Michelle Ramirez, Economic Development Administrator
City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
(626) 569-2140
mramirez a cityofrosemead.org
PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE
CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED.
INQUIRES: Direct questions or clarification on Request for Proposal documents
to Michelle Ramirez, Economic Development Administrator at (626)
569-2158 (mramirezg( cityofrosemead.ore) or Pat Piatt, Management
Analyst at (626) 569-2102 (ppiatt a cityofrosemead.ora)
MODIFICATIONS: Any modification of this RFP will be provided to consultants
who request notification of any modifications.
ISSUANCE DATE: October 28, 2009
RFP-Senior Citizen Lunch Program Page 1
City of Rosemead, Community Development Department
Reserved
RFP-Senior Citizen Lunch Program Page 2
City of Rosemead, Community Development Department
h Senior Citizen Lunch Program
Rosemead, California
N Request for Proposals N
The City of Rosemead is seeking professional services for the administration of the
City's federally funded Community Development Block Grant (CDBG) Senior
Nutrition Program for fiscal year 2010-2011 and up to two subsequent years.
2. This is a federally funded program of the U.S. Department of Housing and Urban
Development (HUD) and, therefore, all applicable federal guidelines, policies, and
procedures are expected to be complied with in administering the program.
3. The contract period is from July 1, 2010, to June 30, 2011, and may be extended for
up to two additional years.
4. Submit seven (7) bound copies of your proposal, one (1) unbound reproducible
copy, and one (1) electronic/digital copy. The Proposals shall be enclosed in a
sealed envelope and addressed to:
City of Rosemead
City Clerk's Office
Attn: Michelle G. Ramirez
8838 East Valley Boulevard
Rosemead, California 91770
The Proposal shall be clearly labeled with the Proposal name, name of applicant,
and submission date and time.
No Proposal received after the time specified or at any place other than the place
stated in this Proposal will be considered. Late submissions and postmarks will not
be accepted.
The deadline for submitting proposals is Wednesday, December 9, 2009, at 3:00
p.m.
6. For additional information regarding this request, please contact Michelle Ramirez,
Economic Development Administrator or Pat Piatt, Management Analyst at 626-
569-2100. Questions regarding the meal specifications may be directed to Jean
Scott, Assistant Director of Parks and Recreation at the same number.
RFP-Senior Citizen Lunch Program Page 3
City of Rosemead, Community Development Department
7. In order to be considered, all proposals must include the following information:
A. A cost estimate for meals presented on the City-supplied Proposal form
(Exhibit "A").
B. The completed Specifications and affidavits (Exhibit "B"), which includes
the statement of qualifications, a description of the firm's related work
experience.
C. Three client References with a brief description of the services provided, the
name of a contact person and that person's phone number.
D. A copy of the City's Contract for Services is included in the packet for your
information (Exhibit "C").
8. Proposals will be reviewed and ranked on the basis of the following criteria
Thoroughness in response to the RFP
10%
Technical approach / Scope of work
20%
Experience of proposed personnel
20%
Firm's overall experience
20%
Cost
30%
100%
RFP-Senior Citizen Lunch Program Page 4
City of Rosemead, Community Development Department
EXHIBIT "A"
PROPOSALFORM
I have received the proposal documents and have satisfied myself as to the scope of the work.
In submitting this proposal, I agree:
1. To hold my proposal open for 180 calendar days from the date of the Proposal.
2. To comply with the provisions in the above-referenced documents.
3. Price shall include bulk food items, beverage, preparation, supplies, utensils, condiments
and equipment for a complete meal and delivery of above items.
I will provide 900 meals per week (Monday - Friday) for the initial 52 weeks (1st year) for the
lump sum price of:
(Price in longhand)
Cost Per Meal per Person
(Dollars)
In addition, I will provide 900 meals per week (Monday - Friday) for the second 52 week
period (2"d year) for the lump sum price of:
(Price in longhand) (Dollars)
Cost Per Meal per Person
I will provide 900 meals per week (Monday - Friday) for the third 52 week period (3rd year)
for the lump sum price of:
(Price in longhand) (Dollars)
Cost Per Meal per Person
COMPANY NAME:
(check one:)
A Corporation
Sole Proprietor
BY:
SIGNATURE:
ADDRESS:
Exhibit "A"
A Partnership
TE:
1
Senior Nutrition Services
EXHIBIT "B"
SPECIFICATIONS
SENIOR NUTRITION PROGRAM
1.0 SCOPE
The purpose of the program is to serve hot meals daily (Monday - Friday) to persons 62
years or older. These meals must conform to the delivery and nutritional requirements
herein.
The site locations are: Garvey Center, 9108 Garvey Avenue
Rosemead Center, 3936 N. Muscatel Avenue
This program is funded under the City's Community Development Block Grant (CDBG)
Program and, therefore, all applicable reporting requirements and program procedures are
to be conducted according to established Federal guidelines, rules and regulations.
An orientation will be conducted with the successful proposer to determine the applicable
federal guidelines.
Proposers are required to gain an independent understanding of applicable State and
Federal regulations and specifically the requirements contained in the Los Angeles County
Nutrition Policies and Procedures Manual.
2.0 MEAL STANDARDS
1. The City reserves the right to request for a chemical analysis of any food delivered
by contractor may be made at any time. The contractor agrees to cooperate in
having the analysis made. If the analysis discloses that the food does not comply
with the specifications stated in this document, or other applicable governmental
regulations, the contractor shall be liable for the cost of this analysis.
2. The contractor shall be liable for meals that do not meet the nutritional standards
and requirements or are spoiled or unwholesome at time of delivery, or are
incomplete or insufficient in number ordered, or are delivered after the time
specified. In the event the contractor fails to deliver meals, other foods, or supplies
as agreed upon, the City may provide meals purchased from other places and
charge the cost of the purchased meal to the contractor.
3. If any portion of a meal is delivered in an unacceptable condition, such as incorrect
temperature ('potentially hazardous), less than contracted portion, spoiled or too
late, the contractor shall be liable for the cost of that portion. If the entree is
unacceptable, the contractor shall be liable for the cost of the entire meal. In order
to ensure conformance to the above, the delivery driver shall remain at the site until
the food is checked by staff. All shortages shall be noted on delivery slip for proper
crediting.
Exhibit "B" 1 Senior Nutrition Services
4. The contractor agrees to monitor and evaluate meal preparation delivery,
transportation, and general standards of meal service. Meals need to arrive no later
than 11:00 a.m.
3.0 MENUS
1. All menus shall be in compliance with Title III-C meal pattern requirements,
summarized in Section 4.0.
2. A five (5) week cycle menu shall be used that is updated twice yearly.
3. The contractor has the responsibility for menu writing with concurrence of the City.
Contractor may meet or exceed standards.
4. The contractor is responsible for typing and duplicating menu.
5. All menu substitutions by the contractor shall be submitted in writing for approval by
the City at least five (5) days prior to serving date. The contractor may, however, in
an emergency situation make menu substitutions on verbal approval with a written
notice to follow for documentation.
6. Provisions shall be made by the contractor to provide in-service training regarding
food sanitation for the City food service staff. 'See definition of Potentially
Hazardous Food, AAA Nutrition Policy and Procedures Manual.
4.0 MEAL PATTERN
1. Meat ........................................................3 oz. edible portion (exclusive of bone,
fat, gristle, etc.)
II. Vegetables/fruits .....................................2 ('/z cup each) servings (exclusive of
dessert)
III. Juice (As needed to satisfy
Vitamin C requirements) .........................'/z cup
IV. Enriched bread or alternative (starch).... 1 slice or''/z cup or equivalent
V. Margarine 1 teaspoon
VI. Dessert ...................................................'/z cup or equivalent
VII. Milk ..........................................................8 oz. or equivalent
VIII. Beverage (optional) .................................Coffee, decaffeinated coffee, or tea
IX. Salad or Soup ...................................'/z cup salad or 6 oz. cup soup
Exhibit "B" 2 Senior Nutrition Services
5.0 MINIMUM GRADES
Minimum grades for all foods shall be as follows:
1. Beef: USDA Grade "A" Choice
2. Pork: USDA Number 1 (as defined in S.R.A. Number 171, U.S.
Standards and Grades of Pork Carcasses)
3. Lamb: USDA Choice
4. Poultry: USDA Grade "A" to be used for all fresh and frozen poultry
products. Necks, backs, or wings shall not be used without
prior approval of the Project Director or Project Dietitian or
Nutritionist
Reconstructed roll products are not acceptable
5. Variety Meats: Grade Number 1 from USDA Government inspected plants
6. Dairy Products: Following is to be used as minimum specifications for all
graded dairy products:
a. Eggs, fresh USDA or State Graded "A"
b. Cheese, USDA Grade "A," non-processed cheese
c. Milk shall be available in a variety of types, including
nonfat and low-fat
7. Fish and seafood must be fresh or frozen and be a nationally distributed brand
packed under continuous inspection of the U.S. Department of Interior
8. Canned Fruits and Juices: USDA Grade "A" (fancy) and Grade "B" (choice) are to
be used for all graded fruits and fruit juices, Grade "C" (standard) may be used for
pie and cobbler production only
9. Fresh fruits: USDA Fancy to USDA Number 1 to be used for all graded fresh fruits
as a minimum standard
10. Fresh vegetables: USDA Fancy and Number 1 to be used for all graded fresh
vegetables as a minimum standard
11. Frozen fruits and vegetables: USDA Grade "A" is to be used for all graded
frozen fruits and vegetables as a minimum standard
12. In the preparation of all meals the CONTRACTOR shall use a minimum of simple
sugars. Each meal shall not exceed 1100 mg. sodium and shall be low in fat.
Exhibit "B" 3 Senior Nutrition Services
13. Special diets, specifically low sodium, low fat, and sugar free, shall be provided as
specified (optional)
14. 100% milk shall be available in a variety of types including whole, low-fat, nonfat,
and buttermilk
15. CONTRACTOR shall provide all condiments which are normally served with specific
menus including, but not limited to, salt, pepper, salad dressing, tartar sauce,
mustard, catsup, cream, sugar, and garnishes such as lemon slices, parsley, etc. In
addition, the CONTRACTOR shall provide all soft goods/software, such as knives,
forks, spoons, cups, napkins, plates, etc.
16. Ground beef may be used no more often than twice a week and must be solid form
such as meatloaf or Salisbury steak for one of the servings
17. Textured vegetable protein may be used at no greater amount than 30% of total
protein
18. Meat alternatives (dried beans, peas, lentils, nut butters) shall not be served more
often than one (1) time per week
19. Desserts such as fruits, puddings, gelatin with fruit, ice cream, ice milk, sherbet, and
similar foods shall be served throughout the week in one-half (1/2) cup portions.
Oatmeal, wheat, and peanut butter cookies, not to exceed 80 calories per serving,
may be included once a week. High calorie desserts such as plain gelatin desserts,
cake, pie, cookies, and similar foods shall also be included but are to be limited to
once a week
20. Different fruits will be served at least three (3) days a week for desserts. Whole fruit
in season shall be served at least one time during each week. Canned fruit will be
water packed or packed in its own juice
21. Menu--same entree cannot be served back-to-back or in the same week
7.0 SUGGESTED MENU LAYOUT FOR A FIVE WEEK CYCLE TO AVOID ENTREE
REPETITIONS
MONDAY TUESDAY WED. THURSDAY FRIDAY
Week 1 Beef Fish Turkey Beef Chicken
Ground Fillet Ground Cubed Quarter
Solid Form Crumbled Leg
Week 2 Pork
Cubed
Turkey Beef Chicken
Sliced Shredded Quarter
Breast
Beef
Ground
Crumbled
Exhibit "B" 4 Senior Nutrition Services
Week 3 Cheese
Beef
Chicken
Beef
Fish
Sliced
Quarter
Ground
Casserole
Leg
Solid Form
Week 4 Beef
Chicken
Beef
Pork
Poultry
Cubed
Quarter
Ground
Slice
Cubed or
Breast
Solid Form
or Chop
Pulled
Week 5 Chicken
Cheese
Ham and
Turkey
Beef
Quarter
& Beef
Limas
Ground
Sliced
Leg
Ground
Solid Form
Crumbled
SUGGESTED RECIPES
Chicken quarter
Sliced Beef or Pork
Ground Beef or Turkev
Oven Baked
Roast Beef w/Gravy
or Solid Form
Shake and Bake
Roast Pork w/Gravy
Swedish Meatballs
Braised w/sauce
Pot Roast or Beef
Porcupine Meatballs
BBQ
BBQ Beef
Patty on Bun
Honey Lemon
BBQ Pork
Meatloaf
Teriyaki
Corned Beef
Stuffed Pepper
Cacciatore
Ham
Stuffed Cabbage
Ole (w/Mole Sauce)
Italian Meatballs
w/Country Gravy
Lemon/Orange Chicken
Poultry, Cubed or Pulled
Cubed Beef or Pork
Ground Beef or Turkey
A la King
Beef Stew
Crumbled
Chop Suey
Beef Burgundy
Lasagna
Casserole
Beef Stroganoff
Spaghetti
Beef Risotto
Enchilada
Fish Fillet
Braised Pork Au Jus
Chili and Beans
w/Creole Sauce
Sweet and Sour Pork
Casserole
w/Lemon Sauce
Pork Chop Suey
Cheese Alone
Shredded Beef or Pork
Fish, Flaked or Pieces
Macaroni and Cheese
BBQ Beef
Tuna Casserole
Cheese Strata
BBQ Pork
Seafood Newburg
Vegetable Lasagna
Beef Enchilada
Salads
Soups
Starch
Green Salad
Vegetable Soup
Pasta Cold or Hot
Oriental Salad
Cream of Mushroom
Potato Baked
Beet Salad
Corn Chowder
Mashed Potato
Tomato Onion
Split Pea
Potato Wedges
Fiesta Salad
Minestrone
Chow Mien Noodles
Tomato Pepper Salad
Tomato
Rice Pilaf
Coleslaw
Egg Drop Soup
Potato Salad
Cucumbers
Spanish Bean
Pasta Salad
Exhibit "B"
5
Senior Nutrition Services
Carrot Salad Potato Soup Sweet Potato
Caesar Salad Vegetable Barley Red Potato
Cabbage and Carrots Lentil Soup Tortillas
Cranberry Gelatin Salad Stuffing
8.0 LIST OF SUBCONTRACTORS
The following is a true and complete list showing the name and location of the place of business of each
subcontractor who will perform work or labor or render service to the CONTRACTOR in excess of one-half
of one percent (.05%) of the CONTRACTOR'S total proposal.
(List the portion of the work which will be done by each subcontractor and list only one subcontractor for
each such portion.)
Work Portion Subcontractor's Name and Business Address
9.0 CONTRACTOR'S CERTIFICATE - Regarding Worker's Compensation
Labor Code Section 3700
"Every employer, except the State and all political subdivisions or institutions thereof,
shall secure the payment of Compensation in one or more of the following ways:
a) By being insured against liability to pay Compensation in one or more insurers duly
authorized to write Compensation insurance in this State.
b) By securing from the Director of Industrial Relations a Certificate of Consent to
Self-Insure, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any Compensation that
may become due to his employees.
Exhibit "B" 6 Senior Nutrition Services
I am aware of the provisions of Section 3700 of the 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 I will comply with such provisions before
commencing the performance of this Contract.
Signature
Title
Date
Email
Phone Number
(In accordance with Article 5 [commencing at Section 1860] Chapter 1, Part 7, Division 2 of the
Labor Code, the above Certificate must be signed and filed with the awarding body prior to
performing any work under this Contract.)
Exhibit "B" 7 Senior Nutrition Services
CONTRACTOR'S QUALIFICATION STATEMENT
SENIOR NUTRITION PROGRAM
The undersigned certifies under oath, the truth and correctness of all statements and of all
answers to questions made hereinafter.
SUBMITTED BY:
NAME:
ADDRESS:
Corporation
Partnership
Individual
Joint Venture
Other
(Company Name)
1. How many years has your organization been in business as a Meal Service
Provider?
2. How many years has your organization been in business under its present business
name?
2.1 Under what other or former names has your organization operated?
3.
4.
If a corporation, answer the following:
3.1
Date of incorporation:
3.2
State of incorporation:
3.3
President's name(s):
3.4
Vice President's name(s):
3.5
Secretary's name:
3.6
Treasurer's name:
If an individual or a partnership, answer the following:
4.1 Date of organization:
4.2 Name and address of all partners (state whether general or limited
partnership):
Exhibit "B" 8 Senior Nutrition Services
5. If other than a corporation or partnership, describe organization and name
principals:
6. List years, makes and models of delivery vehicles used to transport meals to
Rosemead Program:
7. List your kitchen capacity, types and quantities of ovens, ranges, etc.:
8. List the types, sizes and amounts of your food delivery containers: ,
9. Have you ever failed to complete any contract awarded to you? If so, note when,
where and why:
10. Within the last five (5) years, has any officer or partner of your organization ever
been an officer or partner of another organization when it failed to complete a
contract? If so, attach a separate sheet of explanation.
11. On a separate sheet, provide an outline of your billing/invoice procedures and
provide an example.
12. On a separate sheet, list the current contracts your organization has including the
name of the company, contact name, phone number, contract amount, and length
of time you have had the contract.
Exhibit "B" 9 Senior Nutrition Services
13. On a separate sheet, list contracts your organization has completed in the past five
(5) years, giving the name of the company, contact name, phone number, contract
amount, and length of time you had the contract.
14. On a separate sheet, list the food service experience of the key individuals of your
organization.
15. Business references and contact person and phone number:
1
3
16. Bank references, contact person and phone number:
1.
2
3
4
17. Attach a financial statement, audited if available, including Contractor's latest
balance sheet and income statement showing the following items:
A. Current assets (e.g. cash, joint venture accounts, accounts receivable, notes
receivable, accrued income, deposits, materials inventory and prepaid
expenses)
B. Net Fixed Assets
C. Other Assets
D. Current Liabilities (e.g. capital, capital stock, authorized and outstanding
shares per values, earned surplus and retained earnings)
E. Other Liabilities (e.g. capital, capital stock, authorized and outstanding
shares per values, earned surplus, and retained earnings)
Name of firm preparing financial statement and date thereof:
Is this financial statement for the identical organization named on page one:
If not, explain the relationship and financial responsibility of the organization
whose financial statement is provided (e.g. parent-subsidiary).
Exhibit T" 10 Senior Nutrition Services
Will this organization act as guarantor of the contract?
18. Dated on this day of 12009.
Name of Organization:
By:
Signature Name
Title
Phone Number
Organization
Date
Exhibit "B" 11 Senior Nutrition Services
Reserved
Exhibit "B" 12 Senior Nutrition Services
EXHIBIT "C"
PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND
PARTIES AND DATE.
This Agreement is made and entered into this day of , 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 a foodservice and hospitality
provider with its principal place of business at
California ("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 Senior Citizen
Lunch Program ("Project") in the not to exceed amount of $ _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.
Public Service Agency Agreement
Page 2 of 18
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.
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: ,
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.
Public Service Agency Agreement
Page 3 of 18
3.2.6 Contractor's Representative. Contractor hereby designates
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.
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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.
(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
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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. Anydeductibles
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.
12.10.6 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 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
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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.
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).
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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 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, 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.
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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 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 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
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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.
(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).
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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.
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 $
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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 seg., 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.
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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:
Attn:
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:
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(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.
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 &
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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
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.
Public Service Agency Agreement
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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.
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.
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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.
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.
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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
BY:
Jeff Allred
City Manager
Attest:
By:
Gloria Molleda
City Clerk
Approved as to Form:
By:
BY:
Joseph M. Montes
Burke, Williams & Sorensen, LLP
Commission General Counsel
Public Service Agency Agreement
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EXHIBIT A
SCHEDULE OF SERVICES