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CC - Item 5F - Del Mar and Glendon Way Community Garden Services - Award of ContractROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: JANUARY 9, 2024 SUBJECT: DEL MAR AND GLENDON WAY COMMUNITY GARDEN SERVICES — AWARD OF CONTRACT SUMMARY The City would like to contract with CultivaLA, Inc. for garden support services at the Del Mar Community Garden and the Glendon Way Community Garden. CultivaLA Inc. provides a wide range of services to help enrich the lives of residents living in the community and our Community Garden users. The purpose of this agreement is to continuously design, implement, and provide a learning experience to the visitors and users of the Del Mar Community Garden and introduce a new experience to the users of the Glendon Way Community Garden. Staff recommends that the City Council approve the proposed contract with CultivaLA, Inc. and authorize the City Manager to execute the contract on behalf of the City. On December 4, 2023 the City issued a request for proposal for garden services at the Del Mar Community Garden and Glendon Way Community Garden. The request for proposal is Attachment A to this report. CultivaLA Inc. which currently provides garden services to the Del Mar Community Garden is the only organization that responded to the request for proposal. CultivaLA Inc., a registered 501 (c) (3) nonprofit with a mission to transform access to healthy food and wellness through people, social enterprise, and environmental justice, is committed to creating sustainable green spaces for all residents in Los Angeles County. The City entered into an agreement with CultivaLA for garden services provided at Del Mar Community Garden in May of 2021. The agreement was extended in January of 2023 and is set to expire on January 31, 2024. The provided services included the creation of a communal garden area, tool shed, produce wash area, compost area, garden membership outreach, and educational opportunities. Staff would like to enter into a new one-year professional services agreement for a period between February 1, 2024 and January 31, 2025. CultivaLA, Inc. has submitted a proposal for services to be provided at the Del Mar and Glendon Way Community Gardens. The proposal defines two objectives. AGENDA ITEM 5.F City Council Meeting January 9, 2024 Pase 2 of 3 1. Implement Programming to Incubate and Support Urban Agriculture a. Provide process, specialty subject matter services, and support to new and current members of the garden. b. Increase outreach efforts from the immediate local community to gain support for our programming (e.g. Fall Fiesta; 4th of July Parade, etc.). c. Engage local schools and social service providers. 2. Increase Locally Grown Produce a. Provide seasonal cropping to meet local and cultural community demands. b. Improve healthy habits around nutrition, physical activity, and education. c. Reduce environmental impact associated with carbon footprint. These objectives are broken down into project stages as listed below: Project Stages Description Community Development & Garden a Maintain Weekly Communication with Member Engagement Garden Members. a Organize Garden Clean -Ups. Continuous Improvement of Physical a Soil Health Space a Community Seating & Herb Area a Wash Area a Compost Area a Fruit Tree Orchard Education & Wellness Support a CultivaLA In-person Support a Introduction & Tool Safety a Crop Identification & Production a Soils & Nutrients a Cultivation Techniques & Harvest a Urban Farm Management a Entrepreneurship opportunities in Urban Agriculture a Urban Farming Training Program (UFTP) a Garden Activities for Families and Educators (e.g. Summer CultivaLA Kids) a Community Activities As part of the agreement, the City will work with CultivaLA, Inc. to enhance and develop the Glendon Way Community Garden. The City will approve all marketing materials released by CultivaLA Inc., and all related sponsorships of community events, such as the Annual Pumpkin Patch Event and the Lunar New Year celebration for garden users. City Council Meeting January 9, 2024 Page 3 of 3 CultivaLA Inc. has established a good partnership with the City of Rosemead. Garden visitors and users have been very pleased with the programming, services, and staff presented by CultivaLA, Inc. STAFF RECOMMENDATION Staff recommends that the City Council approve the proposed agreement with CultivaLA, Inc. from February 1, 2024, to January 31, 2025 and authorize the City Manager to execute the contracts on behalf of the City. FISCAL IMPACT The fiscal impact for services from February 1, 2024, to January 31, 2025, would be $65,750. The cost of Del Mar Community Garden is $40,750 and Glendon Way Community Garden is $25,000. The amount of $10,050 remains in account number 101-4001-5299 for FY 24/25. The remaining amount of $55,700 will be requested in the department's budget for FY 24/25. STRATEGIC PLAN IMPACT - None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification. Prepared By: Tom Boecking Director of Parks and Recreation Attachment A: Request for Proposal — Community Garden Services Attachment B: Professional Services Agreement — CultivaLA Attachment C: CultivaLA Proposal Attachment A Request for Proposal Community Garden Services City of Rosemead — Garden Services Request for Proposal No. 2023 -XX REQUEST FOR PROPOSAL NO. 2023 -XX PROFESSIONAL SERVICES AT COMMUNITY GARDEN 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 of Rosemead's City Clerk's Office by no later than Thursday, December 14, 2023 at 10:00 a.m. or Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://pbsystem.planetbids.com/portal/54150/portal-home Proposals submitted through PlanetBids Vendor Portal shall be submitted no later than Tuesday December 19, 2023 at 10:00 a.m. PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED. INQUIRIES: Direct questions for clarification on Request for Proposal documents to Tom Boecking, Director of Parks and Recreation (626) 569-2161 or tboecking@citvofrosemead.org. MODIFICATIONS: Any modification of this Request for Proposal will be provided to consultants who request notification of any modifications. ISSUANCE DATE: December 4, 2023 City of Rosemead — Garden Services Request for Proposal No. 2023 -XX CONTENTS A. Introduction..........................................................................................................................................3 B. Background...........................................................................................................................................3 C. Scope of Services..................................................................................................................................3 D. Submittal Requirements......................................................................................................................4 E. Selection Process and Scheduled.......................................................................................................5 F. Submittal Deadlines.............................................................................................................................5 G. Inquiries.................................................................................................................................................6 ATTACHMENT A: Draft Professional Services Agreement City of Rosemead — Garden Services Request for Proposal No. 2023 -XX A. INTRODUCTION The City of Rosemead seeks to award a one-year contract for professional services at the Del Mar Community Garden and the Glendon Way Community Garden. The chosen vendor will need to show a record of reliability, as well as the ability to provide quality programs and services to the community at a competitive price. B. BACKGROUND The City of Rosemead is a suburb located in the San Gabriel Valley, 10 miles east of downtown Los Angeles. It is bounded on the north by the cities of Temple City and San Gabriel, on the west by Monterey Park, Alhambra, and the unincorporated Los Angeles County community of South San Gabriel, on the south by Montebello, plus by EI Monte and South EI Monte on the east. The City is 5.5 square miles (2,344 -acres) in size. Rosemead is a working-class suburb with a diverse population base. According to the 2010 Census, the City had a population of 53,764. The estimated makeup of the City was 4.7% White, 0.3% African American, 60.3% Asian, 33% Hispanic/Latino (of any race), and 0.7% Non -Hispanic Other. As a substantially built -out city, Rosemead only added 259 residents to its population during the last decade (2000-2010). Rosemead operates under the Council/Manager form of government. The City Council is elected at large to four years, overlapping terms. The Mayor is elected by a majority vote of the City Council and rotates each year. The City Manager is appointed by and assists with carrying out the vision of the City Council. The Parks and Recreation Department serves under the direction of the Director of Parks and Recreation, Tom Boecking. The Department combines the functions of managing citywide recreational activities, all annual citywide events, sports, running an aquatic center, and managing multiple community centers, as well as distributing the City's quarterly newsletter. C. SCOPE OF SERVICES Please see ATTACHMENT A: EXHIBIT A. D. SUBMITTAL REQUIREMENTS 1. Introductory Letter This letter should be on company letterhead and addressed to the City's Parks and Recreation Director, Tom Boecking, and should summarize the major points contained in the proposal and should be signed by a representative of the firm with the authority to negotiate and bind the firm. Indicate in the letter whether there are any conflicts of interest that would limit the firm's ability to provide the requested services. 2. Background, Experience and Financial Stability a. Each Proposer shall provide a summary statement outlining the firm's history and City of Rosemead — Garden Services Request for Proposal No. 2023 -XX experience, including experience within the last five years. b. Each Proposer is to provide information and location of the firm's active print facility/facilities from which the proposer will be conducting printing services. c. Each Proposer shall certify that it has the financial capacity to provide services outlined in this RFP for a period of two years and there are no pending litigations, bankruptcy proceedings or financial events against the organization that may impact its financial capacity. 3. Proposed Materials and Services Proposal should indicate the company's availability to provide the items listed in Attachment A, Exhibit A and any other relevant materials and services for this proposal. 4. Substitutions If you are unable to provide all of the requested items, please indicate comparable substitutions and/or submit bid proposal for partial equipment. Pricing must be itemized for each individual item and include tax and delivery/takedown. S. References References will be contacted as part of the selection process. References should include the contact's name, title, company/organization, address, e-mail and phone number. Provide a minimum of four (4) references. The Proposer shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this contract and shall also list current clients who may have a financial interest in the outcome of this contract. 6. Cost Proposal Provide one copy of the cost proposal and make clear all extra fees. E. SELECTION PROCESS AND SCHEDULE The proposal received will be evaluated and ranked according to the following criteria points: Description Percentage Pricing 70% Background, references, experience, and financial stability 30% Total 100% If there are unresolved issues and negotiations are unsuccessful with the top ranked firm, negotiations with that firm will be formally terminated and the City may attempt to negotiate an agreement with the next highest ranked firm. Aside from announcing the top ranked proposals, the rankings will be kept confidential. Award of the selected firm's contract may be subject to City Council approval. City of Rosemead — Garden Services Request for Proposal No. 2023 -XX F. SUBMITTAL DEADLINES Below is the tentative RFP schedule, subject to change: Description Dates RFP Issuance December 4, 2023 Deadline for Submittal of Questions December 11, 2023 Staff Responses to Questions December 13, 2023 Deadline for Submittals of Proposal December 19, 2023 Proposal Review and Selection December 20, 2023 — January 4, 2023 Award of Contract (approx.) January 9, 2024 Hardcopy or Electronic proposals will be accepted as follows: • Hardcopy Proposal Submittals The City must receive three (3) sets of proposals from interested firms no later than 10:00 a.m. on December 19, 2023. Please submit all proposals to: Request for Proposal — Quarterly Recreation Brochure ATTN: Ericka Hernandez, City Clerk City of Rosemead I City Clerk's Office 8858 E. Valley Blvd. Rosemead, CA 91770 • Electronic Proposal Submittals: Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://Pbsystem.planetbids.com/aortal/54150/portal-home Proposal submittal due date is December 19, 2023, at 10:00 a.m. Late proposals will not be accepted. Faxed, e-mailed or late proposals will not be accepted. Hand -carried proposals will be accepted before the response due date and time at the address above during normal business hours of 7:00 a.m. through 6:00 p.m., Monday through Thursday. City of Rosemead City Hall is closed on Fridays. City of Rosemead — Garden Services Request for Proposal No. 2023 -XX G. INQUIRIES Questions about this Request for Proposal should be made by phone (626) 569-2161 or e-mailed to tboecking@cityofrosemead.org. All questions must be submitted by 10:00 a.m. Monday, December 11, 2023. If appropriate, responses will be posted on the City website with this RFP by close of business on Wednesday, December 13, 2023. City of Rosemead — Garden Services Request for Proposal No. 2023 -XX ATTACHMENT A (DRAFT) PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF ROSEMEAD P LM CONSULTANT This PROFESSIONAL SERVICE AGREEMENT (PSA) ("AGREEMENT"), is made and effective as of [Insert date], between the ("AGENCY") [Insert agency name], a municipal corporation and [Insert consultant], [a sole proprietorship, partnership, limited liability partnership, corporation] ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: I. TERM This AGREEMENT shall commence on [Insert date] and shall remain and continue in effect until tasks described herein are completed, but in no event later than [Insert date] unless sooner terminated pursuant to the provisions of this AGREEMENT. II. SERVICES CONSULTANT shall perform the tasks described and set forth in EXHIBIT A, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in EXHIBIT A. To the extent that EXHIBIT A is a proposal from CONSULTANT, such proposal is incorporated only for the description of the scope of services and no other terms and conditions from any such proposal shall apply to this AGREEMENT unless specifically agreed to in writing. III. PERFORMANCE CONSULTANT shall at all times faithfully, competently and to the best of his/her ability, experience, and talent, perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in City of Rosemead — Garden Services Request for Proposal No. 2023 -XX providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this AGREEMENT. IV. AGENCY MANAGEMENT Agency's [Insert title] shall represent AGENCY in all matters pertaining to the administration of this AGREEMENT, review and approval of all products submitted by CONSULTANT, but not including the authority to enlarge the Tasks to Be Performed or change the compensation due to CONSULTANT. Agency's Manager shall be authorized to act on AGENCY's behalf and to execute all necessary documents which enlarge the Tasks to Be Performed or change CONSULTANT's compensation, subject to Section 5 hereof. V. PAYMENT A. The AGENCY agrees to pay CONSULTANT on a quarterly basis, in accordance with the payment rates and terms and the schedule of payment as set forth in EXHIBIT B, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed [Insert amount] dollars ($_.00) for the total term of the AGREEMENT unless additional payment is approved as provided in this AGREEMENT. B. CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Agency Manager. CONSULTANT shall be compensated for any additional services in the amounts and in the manner as agreed to by Agency Manager and CONSULTANT at the time AGENCY's written authorization is given to CONSULTANT for the performance of said services. The Agency Manager may approve additional work not to exceed ten percent (10%) of the amount of the AGREEMENT, but in no event shall such sum exceed ten -thousand dollars ($10,000.00). Any additional work in excess of this amount shall be approved by the Governing Board. C. CONSULTANT will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the AGENCY disputes any of CONSULTANT's fees it shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this AGREEMENT shall be made within forty-five (45) days of receipt of an invoice, therefore. D. If the CONSULTANT fails to provide any portion of the agreed upon list of equipment and services provided in the Scope of Services, Attachment A, the CONSULTANT will reimburse the AGENCY based on the list of costs provided. City of Rosemead — Garden services Request for Proposal No. 2023 -XX VI. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The AGENCY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the CONSULTANT at least ten (10) days prior written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the AGENCY suspends or terminates a portion of this AGREEMENT such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. B. In the event this AGREEMENT is terminated pursuant to this Section, the AGENCY shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the AGENCY. Upon termination of the AGREEMENT pursuant to this Section, the CONSULTANT will submit an invoice to the AGENCY pursuant to Section 5. VII. DEFAULT OF CONSULTANT A. The CONSULTANT's failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONSULTANT is in default for cause under the terms of this AGREEMENT, AGENCY shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to the CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out causes beyond the CONSULTANT's control, and without fault or negligence of the CONSULTANT, it shall not be considered a default. B. If the Agency Manager or his/her designee determines that the CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, he/she shall cause to be served upon the CONSULTANT a written notice of the default. The CONSULTANT shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the CONSULTANT fails to cure its default within such period of time or fails to present the AGENCY with a written plan for the cure of the default, the AGENCY shall have the right, notwithstanding any other provision of this AGREEMENT, to terminate this AGREEMENT without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this AGREEMENT. VIII. OWNERSHIP OF DOCUMENTS A. CONSULTANT shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by AGENCY that relate to the performance of services under this AGREEMENT. CONSULTANT shall City of Rosemead — Garden Services Request for Proposal No. 2023 -XX maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of AGENCY or its designees at reasonable times to such books and records; shall give AGENCY the right to examine and audit said books and records; shall permit AGENCY to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. B. Upon completion of, or in the event of termination or suspension of this AGREEMENT, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of the AGENCY and may be used, reused, or otherwise disposed of by the AGENCY without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the AGENCY, at the CONSULTANT's office and upon reasonable written request by the AGENCY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. CONSULTANT hereby grants to AGENCY all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by CONSULTANT in the course of providing the services under this AGREEMENT. IX. INDEMNIFICATION AND DEFENSE A. Indemnity To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless AGENCY and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of CONSULTANT, its officers, agents, employees or subconsultants (or any agency or individual that CONSULTANT shall bear the legal liability thereof) in the performance of services under this AGREEMENT. CONSULTANT's duty to indemnify and hold harmless AGENCY shall not extend to the AGENCY's sole or active negligence. B. Duty to defend In the event the AGENCY, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this AGREEMENT, and upon City of Rosemead — Garden Services Request for Proposal No. 2023 -XX demand by AGENCY, CONSULTANT shall defend the AGENCY at CONSULTANT's cost or at AGENCY's option, to reimburse AGENCY for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by CONSULTANT's negligent acts, errors or omissions. Payment by AGENCY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and AGENCY, as to whether liability arises from the sole or active negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will be obligated to pay for AGENCY's defense until such time as a final judgment has been entered adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. X. INSURANCE CONSULTANT shall maintain prior to the beginning of and for the duration of this AGREEMENT insurance coverage as specified in EXHIBIT C attached to and part of this AGREEMENT. XI. INDEPENDENT CONSULTANT A. CONSULTANT is and shall at all times remain as to the AGENCY a wholly independent consultant and/or independent contractor. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. Neither AGENCY nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the AGENCY. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatever against AGENCY, or bind AGENCY in any manner. B. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in the AGREEMENT, AGENCY shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for AGENCY. AGENCY shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. XII. LEGAL RESPONSIBILITIES The CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of City of Rosemead —Garden services Request for Proposal No. 2023 -XX its service pursuant to this AGREEMENT. The CONSULTANT shall at all times observe and comply with all such laws and regulations. The AGENCY, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this Section. XIII. UNDUE INFLUENCE CONSULTANT declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the AGENCY in connection with the award, terms or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the AGENCY has or will receive compensation, directly or indirectly, from CONSULTANT, or from any officer, employee or agent of CONSULTANT, in connection with the award of this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation of this Section shall be a material breach of this AGREEMENT entitling the AGENCY to any and all remedies at law or in equity. XIV. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of AGENCY, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this AGREEMENT. XV. RELEASE OF INFORMATION/CONFLICTS OF INTEREST A. All information gained by CONSULTANT in performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without AGENCY's prior written authorization. CONSULTANT, its officers, employees, agents, or subconsultants, shall not without written authorization from the Agency Manager or unless requested by the Agency Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT or relating to any project or property located within the AGENCY. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives AGENCY notice of such court order or subpoena. B. CONSULTANT shall promptly notify AGENCY should CONSULTANT, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request ("Discovery"), court order, or subpoena from any person or party regarding this AGREEMENT and the work performed there under or with respect to any project or property located within the AGENCY, City of Rosemead — Garden Services Request for Proposal No. 2023 -XX unless the AGENCY is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless CONSULTANT is prohibited by law from informing the AGENCY of such Discovery. AGENCY retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless AGENCY is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to CONSULTANT in such proceeding, CONSULTANT agrees to cooperate fully with AGENCY and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, AGENCY's right to review any such response does not imply or mean the right by AGENCY to control, direct, or rewrite said response. XVI. NOTICES XVII. Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To AGENCY: [Insert agency] Attention: Agency Clerk To CONSULTANT: The CONSULTANT shall not assign the performance of this AGREEMENT, nor any part thereof, nor any monies due hereunder, without prior written consent of the AGENCY. Because of the personal nature of the services to be rendered pursuant to this AGREEMENT, only CONSULTANT shall perform the services described in this AGREEMENT. [Insert name] may use assistants, under his/her direct supervision, to perform some of the services under this AGREEMENT. CONSULTANT shall provide AGENCY fourteen (14) days' notice prior to the departure of [Insert name] from CONSULTANT's employ. Should he/she leave CONSULTANT's employ, the AGENCY shall have the option to immediately terminate this AGREEMENT, within three (3) days of the close of said notice period. Upon termination of this Agreement, CONSULTANT's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Governing Board and the CONSULTANT. City of Rosemead — Garden Services Request for Proposal No. 2023 -XX Before retaining or contracting with any CONSULTANT for any services under this AGREEMENT, CONSULTANT shall provide AGENCY with the identity of the proposed CONSULTANT, a copy of the proposed written contract between CONSULTANT and such sub -consultant which shall include and indemnity provision similar to the one provided herein and identifying AGENCY as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed sub -consultant carries insurance at least equal to that required by this AGREEMENT or obtain a written waiver from AGENCY for such insurance. XVIII. LICENSES At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect, all licenses required of it by law for the performance of the services described in this AGREEMENT. XIX. GOVERNING LAW XX. The AGENCY and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this AGREEMENT and also govern the interpretation of this Agreement. Any litigation concerningthis AGREEMENT shall take place in the municipal, superior, orfederal district court with jurisdiction over the AGENCY. This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this AGREEMENT or with respect to the terms and conditions of this AGREEMENT, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. XXI. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL CONSULTANT is bound by the contents of AGENCY's Request for Proposal, EXHIBIT "D" hereto and incorporated herein by this reference, and the contents of the proposal submitted by the CONSULTANT, EXHIBIT "E" hereto. In the event of conflict, the requirements of AGENCY's Request for Proposals and this AGREEMENT shall take precedence over those contained in the CONSULTANT's proposals. The incorporation of the CONSULTANT's proposal shall be for the scope of services to be provided only, and any other terms and conditions included in such proposal shall have no force and effect City of Rosemead — Garden Services Request for Proposal No. 2023 -XX on this AGREEMENT or the relationship between CONSULTANT and/or AGENCY, unless expressly agreed to in writing. XXII. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this AGREEMENT on behalf of CONSULTANT warrants and represents that he/she has the authority to execute this AGREEMENT on behalf of the CONSULTANT and has the authority to bind CONSULTANT to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written. CONSULTANT By: (Signature) (Consultant Name) (Title) EXHIBITS: CITY OF ROSEMEAD A MUNICIPAL CORPORATION City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney In EXHIBIT A Scope of Services EXHIBIT B Payment Schedule EXHIBIT C Insurance Requirements EXHIBIT D Request for Proposal EXHIBIT E Consultant's Proposal City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X EXHIBIT A CITY OF ROSEMEAD — SCOPE OF SERVICES The City requests that proposals contain the following at the Del Mar Community Garden: 1. Provide one staff support person two days for 52 weeks. 2. Provide support services for community garden members. 3. Develop and maintain a show and communal garden. 4. Provide educational opportunities for residents and local schools. 5. Provide community activities such as the Annual Pumpkin Patch and Lunar New Year Celebration for residents and garden users. 6. Supply seeds and seedlings for communal garden. 7. Work with City staff to develop a plan to expand the garden and add more garden plots. 8. Work with Parks and Recreation staff on all marketing materials. 9. All marketing materials must be approved by the Parks and Recreation Department before advertising. 10. Parks and Recreation Staff will have final say on all sponsorships related to community events. The City requests that proposals contain the following at the Glendon Way Community Garden: 1. Provide one staff support person two days for 52 weeks. 2. Provide support services for community garden members. 3. Develop and maintain a show and communal garden. 4. Provide educational opportunities for residents and local schools. 5. Supply seeds and seedlings for communal garden. 6. Work with City staff to develop a plan for the back area of the existing garden. 7. Work with Parks and Recreation staff on all marketing materials. 8. All marketing materials must be approved by the Parks and Recreation Department before advertisement. 9. Parks and Recreation Staff will have final say on all sponsorships related to community events. City of Rosemead — Design and Printing Services for PRR Seasonal Brochure Request for Proposal No. 2023-1X EXHIBIT B PAYMENT SCHEDULE To be established by the vendor and the City. City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X EXHIBIT C INSURANCE REQUIREMENTS Without limiting CONSULTANT's indemnification of AGENCY, and prior to commencement of Work, CONSULTANT shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form satisfactory to AGENCY. Note: Verify minimum limit for each coverage with Risk Manager. 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. Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this AGREEMENT. Note: May need to delete workers' compensation and employer's liability insurance requirements for certain sole proprietorships, partnerships, or corporations without employees. Workers' compensation insurance. CONSULTANT shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). CONSULTANT shall submit to AGENCY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of AGENCY, its officers, agents, employees and volunteers. Other provisions or requirements Proof of insurance. CONSULTANT shall provide certificates of insurance to AGENCY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by Agency's City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with AGENCY at all times during the term of this contract. AGENCY reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, his agents, representatives, employees or subconsultants. Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self-insurance procured or maintained by AGENCY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of AGENCY before the AGENCY's own insurance or self- insurance shall be called upon to protect it as a named insured. Agency's rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, AGENCY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by AGENCY will be promptly reimbursed by CONSULTANT or AGENCY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, AGENCY may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against AGENCY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against AGENCY, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the AGENCY to inform CONSULTANT of non- compliance with any requirement imposes no additional obligations on the AGENCY nor does it waive any rights hereunder. City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the AGENCY requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the AGENCY. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that AGENCY and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. 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 AGENCY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, 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 and endorsements 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 consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency's right to revise specifications. The AGENCY 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 AGENCY and CONSULTANT may renegotiate CONSULTANT's compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by AGENCY. AGENCY reserves the right to require that self-insured retentions be eliminated, City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of claims. CONSULTANT shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT's performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023-1X EXHIBIT D REQUEST FOR PROPOSAL City of Rosemead — Design and Printing Services for P&R Seasonal Brochure Request for Proposal No. 2023 -IX EXHIBIT E CONSULTANT'S PROPOSAL Attachment B Professional Services Agreement CultivaLA CITY OF ROSEMEAD GENERAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 9'h day of January, 2024 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 CULTIVALA INC., with its principal place of business at 1723 James M. Wood Blvd. Unit 112, Los Angeles, CA 90015 ("Consultant'). City and Consultant are sometimes individually referred to herein as 'Party' and collectively as "Parties." 2. RECITALS. 2.1 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 design, development, and implementation of an urban community wellness garden. 2.2 Project. City desires to engage Consultant to render such services for the design and development and implementation of an urban community wellness gardens, known as the Del Mar Ave Community Garden, located at 3224 Del Mar Ave, and the Glendon Way Community Garden, 8828 Glendon Way. 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 professional consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from February 1, 2024 to January 31, 2025, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Cultivala, Inc. Page 2 of 11 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 insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. 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. 3.2.5 City's Representative. The City hereby designates the Director of Parks and Recreation, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall Cultivala, Inc. Page 3 of 11 have the power to act on behalf of the City for all purposes under this Contract. 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 hereby designates Jose Miguel Ruiz, or his designee, 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 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. Any employee of the Consultant or its sub -consultants 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 Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 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 Cultivala, Inc. Page 4 of 11 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. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D 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 life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed sixty-five thousand seven hundred and fifty dollars ($65,750.00) over a 12 -month period without advance written approval of the City Manager's project manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City statements which indicates work completed by Consultant. The City agrees to pay Consultant the fees outlined in Exhibit C. 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 Cultivala, Inc. Page 5 of 11 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' 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, 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, 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 ten (10) days before the effective date of such termination. Upon termination, Consultant shall be compensated for all direct service hours on work -in -progress for those services which have been adequately rendered to City; however, in no event shall the City be obligated to pay more than the total amount of the Contract. Consultant may not terminate this Agreement except for cause. Cultivala, Inc. Page 6 of 11 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 and 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: CultivaLA, Inc. 1723 James M. Wood Blvd. Unit 112 Los Angeles, CA 90015 Attn: Jose Miguel Ruiz CITY: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Attn: Tom Boecking 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 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by 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 Cultivala, Inc. Page 7 of 11 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. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to 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 Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. 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 Cultivala, Inc. Page 8 of 11 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 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. 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. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to 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. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any Cultivala, Inc. Page 9 of 11 other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. 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 of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. 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. 3.5.20 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. 3.5.21 Authority to EnterAgreement. 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. Cultivala, Inc. Page 10 of 11 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. 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. CITY OF ROSEMEAD CULTIVALA, INC. By: By: Ben Kim,City Manager Name: Attest: Ericka Hernandez, City Clerk Approved as to Form: Rachel Richman, City Attorney 02/08 DocumenQ EXHIBIT A `SCOPE OF SERVICES' The scope of services is for Del Mar Ave Community Garden and Glendon Way Community Garden. 1. Provide one staff support person two days for 52 weeks. 2. Test the soil condition at the Glendon Way Community Garden. 3. Provide support services for community garden members. 4. Develop and maintain a show and communal garden. 5. Provide educational opportunities for residents and local schools. 6. Provide community activities such as the Annual Pumpkin Patch and Lunar New Year Celebration for residents and garden users. 7. Supply seeds and seedlings for communal garden. 8. Work with Parks and Recreation staff on all marketing materials. 9. All marketing materials must be approved by the Parks and Recreation Department before advertisement. 10. Parks and Recreation Staff will have final say on all sponsorships related to community events. A-1 EXHIBIT B See Attached "SCHEDULE OF SERVICES" Task Completion Date Weekly communication with garden members & weekly cleanups. Ongoing Soil Health Ongoing Cultival-A In -Person Support Ongoing Garden Activities and Education Ongoing Completion of Agreement January 31, 2025 EXHIBIT C See Attached `FEE SCHEDULE' C-1 EXHIBIT D 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 using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. 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. Bests 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 with an edition prior to 1992. 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 D-1 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. 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. 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. 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. W 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 selfinsured 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. 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. D-3 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 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. Attachment C CultivaLA Proposal cultivaLA ea 2819 December 17, 2023 Parks & Recreation Department Attn: Ericka Hernandez, City Clerk City of Rosemead I City Clerk's Office 8858 E. Valley Blvd. Rosemead. CA 91770 To Whom It May Concern: Request For Proposal No. 2023-13 Professional Services at Del Mar and Glendon Way Community Gardens in the City of Rosemead. Cultival-A is a community -driven organization, working directly with cultiva-dores, people that count with generational wisdom and previous experience in farming from home countries to grow food resources in an urban setting. There are no conflicts of interest that would limit CultivaLA's ability to provide the requested services. gincerely, e Miguel R16eOMS CULTIVALA, INC. Founder & CEO 213-925-3145 imruiz cultivala.oro CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD PROPOSED SCOPE OF WORK FOR CITY OF ROSEMEAD PARKS & RECREATION DEPARTMENT malasiblu"• The City of Rosemead Parks & Recreation Department manages a wide range of services to help enrich the lives of residents living in the community. Programming is conducted to accommodate a variety of interests, ages, cultures and abilities. Cultival-A Inc., a registered 501 (c ) (3) nonprofit with a mission to transform access to healthy food and wellness through people, social enterprise, and environmental justice, is committed to creating sustainable green spaces for all residents in Los Angeles County. A. Del Mar Community Garden (3224 Del Mar Ave. Rosemead CA 91770). B. Glendon Way Community Garden (8838 Glendon Way, Rosemead, CA 91770). 2. BACKGROUND. EXPERIENCE. & FINANCIAL STABILITY Cultival-A educates the overall community through urban agriculture workshops and training to promote workforce development, mentorship, and entrepreneurship for youth and adults. These programs are developed, and aimed at building intergenerational connections, increasing self-efficacy and resilience of low-income communities, and promoting older adult wellbeing through urban agriculture. Cultival-A currently oversees urban farming at various locations within Los Angeles County: 1) Westlake Community Garden; 2) Cesar Chavez Community Garden; 3) Saint Teresa of Avila Community Garden; 4)Jose Castellanos CNCA Garden; 5) Earthworks Farm; 6) A New Way of Life Community Garden in Montebello; and 7) 4th & Eagle Community Garden (East Los Angeles -Coming Soon). Financial Stability Cultival-A counts with positive active contributions and grants from the individual, public, and private sector. Thus, allowing to have strong and diversified funding for Food and Workforce Training Programs. CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD 2 3. PROPOSED MATERIALS AND SERVICES Programming to Support Urban Agriculture. • Provide process, specialty subject matter services, and support to new and current garden members. • Engage local education, business, and social service providers. • Introduction to Agroecology & Food Systems • Equipment Identification and Tool Safety • Crop Identification & Production • Soil Management & Conservation • Urban Farm Management Garden Activities for Families and Educators. • Coordinate school -to -farm visits (e.g. coordinate with local school district) • Environmental Sustainability Workshops (e.g. Compost, Recycle, Waste -Free Workshops) • Ecosystems (e.g. Pollinators, Soil organisms, Permaculture) • Conservation (e.g. Water conservation, Tree Planting, Energy Efficiency) • Earth Day (Activities for Earth Day -April 22, 2024) • Nutrition ( Fruit and Vegetable identification, value, recipes) Mid -Large Community Activities. • Farmers Market (Year-round and/or City of Rosemead) • Cultural Celebrations ( e.g. Mid -Autumn Festival, Lunar New Year) • Community Clean -Ups (e.g. Monthly Clean -Ups) • Community Pumpkin Patch (Growing, Harvesting, Eating) CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD Project Stages Description Timeline I. Community • Maintain weekly January 2024 Development & communication with garden Member members Engagement • Organize clean-ups II. Continuous • Soil Health January 1, Improvement of • Community Seating & Herb 2024 -Ongoing. Physical Space. Area • Wash Area • Compost Area • Fruit Tree Orchard III. Education & • Cultival-A In-person Support Wellness • Introduction & Tool Safety May 6, 2024 - Support. • Crop Identification & Ongoing. Production • Soils & Nutrients • Cultivation Techniques & Harvest • Urban Farm Management • Entrepreneurship opportunities in Urban Agriculture • Urban Farming Training Program (UFTP) • Garden Activities for Families and Educators (e.g. Summer Cultival-A Kids) • Community Activities CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD Exhibit A.1: Cultival-A Kids Workshop Series at Rosemead Garden (Summer) 2022. Exhibit A.2: Rosemead Garden Members Potluck, 2022. CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD 5 Exhibit B.1: CultivaLA Soil Remediation of In -ground Growing Area. 4. SUBSTITUTIONS CultivaLA counts with the professional experience to conduct all phases of community outreach and engagement, activities, and administration for the duration of contract term. & REFERENCES 1. Bruce Saito, Director, California Conservation Corps, Bruce.Saito@ccc.ca.gov 2. Carlos Flores, Manager, National Park Service, Carlos Floresamps.clov 3. Hyunch Sung, Principal, Studio Moonya, Hyunch@studiomoonya.com,917-536-7660. 4. Helene Rotolo, Deputy Chief of Staff, City of LA Councilmember Hernandez, Helene. Rotolo@lacity.org CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD 9 [�K*10;-111111 �A Compensation. For the services rendered by CULTIVALA INC, (hereinafter referred to as "the Consultant') as required by this Agreement, City of Rosemead will provide compensation (`the Compensation") of a fixed amount of $40,750 for Professional Services at Del Mar Community Garden and $25,000 for Glendon Way Community Garden, for a total of $65,750.00. The Compensation as stated in this Agreement includes compensation for: Soil Preparation, Planting, and Cultivation ($18, 350.00) Nursery and Seasonal Seedling Supply ($14,200.00) Administration of Educational Programs($33, 200.00) In person supported by trilingual— English, Spanish, Chinese- Mandarin) CultivaLA staff 2x a week/ 52 weeks. While performing services hereunder, Consultants are Independent Contractor(s), and not agents, officers or employees of the City of Rosemead. Accordingly, the Consultants shall be responsible for payment of all taxes including Federal, State, and local taxes arising out of the Consultants activities in accordance with this contract. CULTIVALA INC. RFP No. 2023-13 CITY OF ROSEMEAD 7