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RFP No. 2020-08 - Public Service Application for CDBG Food and Nutrition Program FINAL CITY OF ROSEMEAD REQUEST FOR PROPOSAL NO. 2020-08 ISSUANCE DATE: TUESDAY, JUNE 16, 2020 PUBLIC SERVICE APPLICATION FOR CDBG-CV FOOD AND NUTRITION PROGRAM DUE BY TUESDAY JUNE 30, 2020 SUBMITTALS: Three (3) bound copies and one (1) electronic PDF file on a flash drive of the proposal in sealed envelope(s) must be received by the City Clerk’s Office no later than 10:00 a.m. on Tuesday, June 30, 2020. INQUIRIES: Direct questions for clarification on Request for Proposal to Lucia Medina-Whittaker, Housing Management Analyst, (626) 569-2140 or via at lwhittaker@cityofrosemead.org . PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSALS WILL NOT BE ACCEPTED. 2 PROPOSAL AND APPLICATION INFORMATION FOR CDBG-FUNDED PUBLIC SERVICE ACTIVITIES The City of Rosemead, Community Development Department, is accepting applications from qualified organizations interested in providing Food and Nutrition services, projects, or programs that serve Rosemead residents throughout the coronavirus (COVID-19) pandemic, while following public health guidelines and recommendations. Public Service activities are an eligible category for use of Community Development Block Grant (CDBG) funds. The City of Rosemead may consider funding entities to carry out such activities but is not required to fund Public Activities. SCOPE OF WORK: Under this program, CDBG funds may be used to provide public services (including labor, supplies, materials and other costs) on a reimbursement basis, provided the public service is to support coronavirus response. As such, it is imperative that interested organizations follow and adhere to Federal Housing and Urban Development (HUD) regulations and guidelines, including verifying income of potential program participants. Eligible public service activities for this RFP are: ● Food banks/food distribution: supporting the continued availability of food banks, pantries, food services and distribution throughout COVID-19 pandemic or as designated by HUD and City of Rosemead CDBG Program. The completed application must address the eligible public service needs listed above and must serve primarily low- to moderate-income (LMI) persons in the City of Rosemead. Low- and moderate-income households for the purpose of this program must have a gross annual household income at or below that shown in the table below, as adjusted for household size. HUD LOW-MODERATE INCOME (LMI) LIMITS Household Size Maximum Income Household Size Maximum Income 1 $63,100 5 $97,350 2 $72,100 6 $104,550 3 $81,100 7 $111,750 4 $90,100 8 $118,950 Source: U.S. Department of Housing and Urban Development. These income figures are subject to change annually (last updated: 4/02/20). Funding Allocation: The City of Rosemead expects to receive $443,682 in CDBG funding from the Department of Housing and Urban Development (HUD) for support of coronavirus response. The City may choose to fund an amount of Public Services at or below $100,000. Currently, the City of Rosemead is planning to support eligible Food and Nutrition public services activities with $100,000 dollars allocated. 3 The selection process of applications for funding will be based upon an evaluation of the organizational capacity as well as written information provided in comparison to the needs of the community. Rosemead-based organizations preferred but not required. Additionally, selected subrecipient(s) may be required to distribute food from a location within the City of Rosemead. This application is offered in accordance with federal, state, and City requirements governing procurement of professional services. Accordingly, the City of Rosemead reserves the right to negotiate an agreement based on fair and reasonable compensation for the scope of work and services proposed; and, the City reserves the right to reject any and all responses that: 1) do not meet a HUD national objective; 2) are deemed not feasible; 3) do not meet a local need; and/or 4) do not serve eligible or intended beneficiaries. Funding Timeline: Once HUD approves the Substantial Amendment plan specifying the City’s response to COVID- 19 and funds are released, a funding agreement will be signed between the City of Rosemead and the subrecipient. Funding agreements will have an implementation period (from date of “notice to proceed”) and completion deadline no later than June 30, 2021. Contractual Requirements: Each subrecipient selected to receive funds is required to sign a Subrecipient Agreement with the City and/or a Professional Services Agreement (template attached). Under CDBG regulations, certain requirements must be met in order to negotiate a Subrecipient Agreement. These requirements include the following: 1. After an application is approved for funding, a Subrecipient Agreement will be prepared and sent by the City to the person identified by the applicant as the authorized official for signature. The contract will specify the amount of the award, the period for which the project is approved, the contract term(s) and administrative provisions. Special conditions attached to the award will also be specified in the agreement. 2. Each agency receiving CDBG funding from the City is required to certify that it will conduct its business in compliance with the non-discrimination requirements of the City of Rosemead, state and federal governments, as applicable. Equal Opportunity Employment policies will be required. 3. In the event of non-compliance, the agreement may be terminated or suspended in whole or in part by the City of Rosemead. 4. All subrecipients will be required to comply with the federal government audit requirements as described in 2 CFR 200. Availability of Funds for Next Fiscal Year: There is no implicit or explicit guarantee funding will be allocated or renewed; consequently, if funds are not allocated or are reduced, the City of Rosemead reserves the right to notify the provider that funding is unavailable. No liability shall accrue to the City of Rosemead in the event this provision is exercised; and, the City of Rosemead shall not be obligated or liable for any damages as a result of termination under this paragraph. 4 APPLICATION FOR CDBG-FUNDED PUBLIC SERVICE ACTIVITIES Agency: Address: Telephone: E-mail: Contact Person/Title: Federal Tax ID Number: DUNS Number: ________________ Program/Project Title: Location of Proposed/Program Project: Amount of CDBG-CV funds requested for this project: $ Amount of Total Project Budget: $ Total Number of Persons who will directly benefit from this Project: Number of unduplicated, LMI, Rosemead persons who will directly benefit from this Project: __________________ Checklist of required documents that must be attached ______Completed Application (All information must be complete on application to be considered for funding including Federal Tax ID # and DUNS Number) ______Narrative on Organization/Agency (See attached instructions) ______Narrative on Project (See attached instructions) ______Completed Budget Sheet (Include line item costs associated to CDBG funds requested), Revenue Sheet and Certifications (Attached) ______Qualifications of Program Administrator (2-page limit) Not required but may submit. Please note: these items may be requested at a later date if selected to receive funding: ______Articles of Incorporation/Bylaws ______Current Proof of non-profit determination, 501 (c)(3), unless furthering economic development by way of microenterprises ______List of Board of Directors (Please indicate Officers) 5 ______Organizational chart of the agency ______Agency financial statement and copy of most recent audit ______Certificate of Good Standing with the State ______State and Federal Tax Determination Letters or other Third-Party verification that agency is tax Exempt ______Authorization from Board to request funds ______Certificate of Insurance All requests and submittals must be received by the City of Rosemead City Clerk’s Office by 10:00 a.m. on June 30, 2020. Your funding request should be submitted to: City of Rosemead City Clerk’s Office 8838 E. Valley Blvd. Rosemead, CA 91770 PROJECT BUDGET SHEET Specific Cost Item/description CDBG Amount Requested Other Funds Source Other Funds Amount Total Amount CDBG & Other Sources TOTAL PROGRAM REVENUE List all other program resources that have been secured for the program in which your organization is applying for. FUNDING SOURCE AMOUNT TOTAL 6 CERTIFICATIONS I understand that no employee, board member, officer, agent, consultant, Subrecipient which are receiving funds under a CDBG assisted program who have responsibilities with respect to the CDBG activities or who participate in decision making process or have access to inside information with regard to activities cannot obtain a personal or financial interest or benefit from a CDBG assisted activity during their tenure or for one year thereafter (Federal Regulation 24 CFR 570.611). The City cannot reimburse for any payroll for board members of the agency. Signature Position Date Instructions and Further Information (Handwritten applications may not be accepted. Please do not exceed 5 pages for each 1 & 2.) 1) Organization/Agency narrative - recommendations for a good narrative include: a) Mission and Vision Statement. b) History of the organization/agency. c) Types of services the organization/agency currently provides. d) Number of/Demographics of the individuals served. 2) Program/project narrative should include the following elements: a) Brief description of proposed program/project including the need or problem to be addressed. b) Population to be served and/or area to be benefited. c) Describe the work to be performed including the activities to be undertaken or the services to be provided. d) Describe any partnerships to be used to maximize efforts and leverage funds. e) Describe goals/objectives and the implementation schedule. Include the proposed program/project budget specifying line item costs such as personnel, supplies, etc. f) Discuss the intended staffing for the program/project. g) Funding requested must be used to support coronavirus response. This will be highly scrutinized. Describe how the request will specifically prevent, prepare for or respond to the coronavirus. Rating Information 100 Points Possible 1. Completed Application: 10 points 2. Narrative on Organization/Agency: 20 points 3. Narrative on Program/Project: 30 points 4. Completed Budget Sheet, Revenue and Signed Certification: 20 points 5. Qualifications of Program Administrator: 15 points 6. Rosemead-based organization: 5 points Attachment: Professional Services Agreement Template CDBG Funding Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants PROFESSIONAL SERVICES AGREEMENT SERVICE TYPE (CONSULTANT) 1. PARTIES AND DATE. This Agreement is made and entered into this ## day of Mon, 20## 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 E. Valley Blvd., Rosemead, California 91770 (“City”) and Consultant with its principal place of business at Address, City, California ZipCode (“Consultant”). City and Consultant 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 974 (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 Fair Housing Services in the amount of $XXX. Consultant is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit A and incorporated herein by reference. 2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Fair Housing 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 Consultant to render State service type to be performed (“Services”) as set forth in this Agreement. Consultant Page 2 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the State service type to be performed necessary for the City, herein referred to a “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 National Objectives. All activities funded with CDBG funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR 570.208. The Consultant certifies that the activities carried out under this Agreement will meet one or more of the sited National Objections. 3.1.3 Term. The term of this Agreement shall be for a one-year time period from Month ##, 20## to Month ##, 20## at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.1.4 Suspension and Termination. According to 24 CFR 85.43 suspension or termination may occur if the Consultant materially fails to comply with any term of the this Agreement. This Agreement may also be terminated for the City’s convenience, consistent with 24 CFR 85.44. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant 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. Consultant 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 Consultant Page 3 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant 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 Consultant at the request of the City. The key personnel for performance of this Agreement is as follows: Name and Title. 3.2.5 City’s Representative. The City hereby designates the 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. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.6 Consultant’s Representative. Consultant will designate to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his/her 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: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent Consultant Page 4 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant 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, Consultant 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 Consultant’s failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant 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: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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 lifesaving 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: Consultant shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: Consultant Page 5 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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. Consultant must establish and maintain, on a current basis, and adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A-122. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, 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. Consultant 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. Consultant 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 Consultant 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. Consultant shall comply with the program income requirements set for in 24 CFR 570.504(c). At the end of the Agreement expiration/termination, Consultant shall remit all and any program income balances (including investments thereof) held by Consultant (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) as required §570.503 (b)(8). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Consultant 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 Consultant’s control that was acquired or improved in whole or in part Consultant Page 6 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants with CDBG funds (including CDBG funds provided to the Consultant in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in 24 CFR 570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of 24 CFR 570.503, in which event the Consultant 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 afer period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. Consultant shall comply with applicable uniform administrative requirements as described in 24 CFR 84 as modified by 24 CFR 570.502(b), OMB Circular A-122 Cost Principals for Non-Profit Organizations, and OMB Circular A-133 Audits of States, Local Governments and Non-Profit Organziations. 3.2.16 Compliance with Applicable Laws. Consultant 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 A-110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 CFR 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. Consultant shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. Consultant 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. Consultant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in 24 CFR 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) Consultant shall not on the ground of race, color, national origin or sex, 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) Consultant 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 by 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 Consultant Page 7 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants provided to other 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) Consultant 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) Consultant, 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 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 amendment thereto. (E) In administrating a program or activity funded in whole or in part with CDBG funds regarding which the Consultant has previously discriminated against persons on the grounds of race, color, national origin or sex, the Consultant must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, Consultant in administrating 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 of, or to subject them to discrimination under any program or activity to which CDBG funding applies, Consultant 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. Consultant 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 of specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Nothwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Consultant from maintaining or construction separate living facilities or rest room facilities Consultant Page 8 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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) Consultant shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Consultant 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. Consultant 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) Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of Consultant, sate that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Consultant 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) Consultant 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) Consultant shall furnish to the city all information and reports required by Executive Order 11246 of September 24, 1965. And by the related rules, regulation, and orders. (F) In the event of Consultant’s failure to comply with any rules, regulations, or order required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Consultant 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) Consultant 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 of September 24, 1965, so that such provisions will be binding upon each sub-contractor rider as the City may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a sub-contractor or Consultant Page 9 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants vendor as a result of such direction by the City, Consultant may request the Unites States to enter into such litigation to protect the interest of the United States. (H) Consultant 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 ) Consultant 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 Consultant’s failure to comply with any rules, regulations, or orders required to be complied with pursuant to the Agreement, city may cancel, terminate, or suspend in whole or in part its performance and Consultant may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 3.2.19 Ineligibility of Consultant. Consultant 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 CFR Part 24. 3.2.20 Assignability. Consultant shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of the City; provided, however, that claims for money are to become due to Consultant 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. Consultant shall comply with all applicable conditions prescribed by HUD under 24 CFR 570.200(j) and 24 CFR 5.109 for the use of CDBG funds by religious organization if Consultant is a religious organization. 3.2.22 Licensing. Consultant agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of interest & Procurement Standards and Methods. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular A-110, and provisions of 24 CFR Consultant Page 10 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 84.82; 24 CFR 570.502 and 570.611 shall apply. 3.2.24 Other Program Requirements. Consultant shall carry out contract activities in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, except the following: (i) Consultant does not assume the City’s environmental responsibilities; and (ii) Consultant 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. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $.00. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. 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: Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.5 Prevailing Wages: Consultant 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” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant 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 Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, Consultant Page 11 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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: CONSULTANT: Consultant Address City, CA ZipCode Attn: Name, Title Tel: (###) ###-####, ext.(if required) Consultant Page 12 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Name, Title 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. Consultant 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 CFR Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONSULTANT and City agree to cooperate to the fullest extent possible to ensure compliance with all Federal requirements. Consultant 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 the Agreement 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 Consultant shall be adjusted according to the principles described in 24 CFR 507.504 (b)(2)(i). 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 3.2.13 of this Agreement and 24 CFR 507.503(b)(8). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(b). (K) Compliance with all Federal laws and regulations described in 24 CFR Consultant Page 13 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Part 570 at Subpart K of these regulations except that: 1. The Consultant does not assume the City’s environmental responsibilities described at Section 570.604 of 24 CFR Part 570 2. The Consultant does not assume the City responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement the Consultant 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. Any real property under the Consultant’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 570.208 of 24 CFR Part 570 until five (5) 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 CDBG 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 Consultant under this Agreement (“Documents & Data”). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant 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 Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Consultant Page 14 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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 costs of such action. 3.5.7 Indemnification: To the fullest extent permitted by law, Consultant 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 Consultant, its officials, officers, employees, agents, consultants 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. Consultant shall defend, at Consultant’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. Consultant 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. Consultant 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. Consultant’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 Consultants: City reserves right to employ other consultants in connection with this Project. Consultant Page 15 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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: Consultant 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, 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: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants 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 Consultant Page 16 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants 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. 3.5.20 Equal Opportunity Employment: Consultant 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. Consultant 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, Consultant 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: Consultant 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: Consultant 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. Consultant Page 17 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants [Signatures on next page] Consultant Page 18 of 18 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants CITY OF ROSEMEAD CONTRACTOR By: By: Gloria Molleda, City Manager Date Date Name: Attest: Title: City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: Name: Rachel Richman Date City Attorney Title: A-1 EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME C-1 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Automobile liability insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. C-2 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Best rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent. C-3 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. C-4 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers’ compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not C-5 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.