RFP - 2009-16 - Senior Nutrition ProgramREQUEST FOR PROPOSAL
CITY OF ROSEMEAD'S
SENIOR NUTRITION PROGRAM
SUBMITTALS:
Seven (7) bound copies, one (1) unbound reproducible copy, and one (1)
electronic /digital copy of the proposal in sealed envelope must be received by the City
of Rosemead's City Clerk's Office by no later than
Wednesday, January 6, 2010 at 5:00 p.m.
CONTACT PERSON:
Michelle Ramirez, Economic Development Administrator
City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
(626) 569 -2140
mramirez@cityofrosemeijd.org
PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE
CONSIDERED. FACSIMILE AND E -MAIL PROPOSAL WILL NOT BE ACCEPTED.
INQUIRES: Direct questions or clarification on Request for Proposal documents to
Michelle Ramirez, Economic Development Administrator at (626)
569 -2158 (mramirezDacityofrosemead.org or Pat Piatt, Management
Analyst at (626) 569 -2102 ( ppiattncitvofrosemead.ora )
MODIFICATIONS: Any modification of this RFP will be provided to consultants
who request notification of any modifications.
ISSUANCE DATE: November 18, 2009
RFP- Senior Citizen Lunch Program Page 1
City of Rosemead, Community Development Department
Reserved
RFP- Senior Citizen Lunch Program Page 2
City of Rosemead, Community Development Department
Senior Citizen Lunch Program
Rosemead, California
N Request for Proposals N
The City of Rosemead is seeking professional services for the administration of the
City's federally funded Community Development Block Grant (CDBG) Senior Nutrition
Program for fiscal year 2010 -2011 and up to two subsequent years.
This is a federally funded program of the U.S. Department of Housing and Urban
Development (HUD) and, therefore, all applicable federal guidelines, policies, and
procedures are expected to be complied with in administering the program.
3. The contract period is from July 1, 2010, to June 30, 2011, and may be extended for
up to two additional years.
4. Submit seven (7) bound copies of your proposal, one (1) unbound reproducible copy,
and one (1) electronic /digital copy. The Proposals shall be enclosed in a sealed
envelope and addressed to:
City of Rosemead
City Clerk's Office
Attn: Michelle G. Ramirez
8838 East Valley Boulevard
Rosemead, California 91770
The Proposal shall be clearly labeled with the Proposal name, name of applicant, and
submission date and time.
No Proposal received after the time specified or at any place other than the place
stated in this Proposal will be considered. Late submissions and postmarks will not be
accepted.
5. The deadline for submitting proposals is Wednesday, January 6, 2010, at 5:00 p.m.
6. For additional information regarding this request, please contact Michelle Ramirez,
Economic Development Administrator or Pat Piatt, Management Analyst at 626 -569-
2100. Questions regarding the meal specifications may be directed to Jean Scott,
Assistant Director of Parks and Recreation at the same number.
RFP- Senior Citizen Lunch Program Page 3
City of Rosemead, Community Development Department
7. In order to be considered, all proposals must include the following information:
A. A cost estimate for meals presented on the City - supplied Proposal form
(Exhibit "A ").
B. The completed Specifications and affidavits (Exhibit "B "), which includes the
statement of qualifications, a description of the firm's related work experience.
C. Three client References with a brief description of the services provided, the
name of a contact person and that person's phone number.
D. A copy of the City's Contract for Services is included in the packet for your
information (Exhibit "C ").
8. Proposals will be reviewed and ranked on the basis of the following criteria
i
Thoroughness in response to the RFP
10%
Technical approach / Scope of work
20%
Experience of proposed personnel
20%
Firm's overall experience
20%
Cost
30%
100%
RFP- Senior Citizen Lunch Program Page 4
City of Rosemead, Community Development Department
EXHIBIT "A"
PROPOSAL FORM
I have received the proposal documents and have satisfied myself as to the scope of the work. In
submitting this proposal, I agree:
1. To hold my proposal open for 180 calendar days from the date of the Proposal.
2. To comply with the provisions in the above - referenced documents.
3. Price shall include bulk food items, beverage, preparation, supplies, utensils, condiments
and equipment for a complete meal and delivery of above items.
I will provide 900 meals per week (Monday - Friday) for the initial 52 weeks (1s year) for the
lump sum price of:
(Price in longhand)
Cost Per Meal per Person
(Dollars)
In addition, I will provide 900 meals per week (Monday - Friday) for the second 52 week period
(2 year) for the lump sum price of:
(Price in longhand)
(Dollars)
Cost Per Meal per Person ($ )
I will provide 900 meals per week (Monday - Friday) for the third 52 week period (3` year) for
the lump sum price of:
(Price in longhand)
Cost Per Meal per Person
COMPANY NAM
(check one:)
A Corporation _
Sole Proprietor
Am
SIGNATURE:
(Dollars)
A Partnership
1.7_11r:6
Exhibit "A" 1 Senior Nutrition Services
EXHIBIT "B"
SPECIFICATIONS
SENIOR NUTRITION PROGRAM
1.0 SCOPE
The purpose of the program is to serve hot meals daily (Monday - Friday) to persons 62
years or older. These meals must conform to the delivery and nutritional requirements
herein.
The site locations are: Garvey Center, 9108 Garvey Avenue
Rosemead Center, 3936 N. Muscatel Avenue
This program is funded under the City's Community Development Block Grant (CDBG)
Program and, therefore, all applicable reporting requirements and program procedures are to
be conducted according to established Federal guidelines, rules and regulations.
An orientation will be conducted with the successful proposer to determine the applicable
federal guidelines.
Proposers are required to gain an independent understanding of applicable State and
Federal regulations and specifically the requirements contained in the Los Angeles County
Nutrition Policies and Procedures Manual.
2.0 MEAL STANDARDS
The City reserves the right to request for a chemical analysis of any food delivered by
contractor may be made at any time. The contractor agrees to cooperate in having
the analysis made. If the analysis discloses that the food does not comply with the
specifications stated in this document, or other applicable governmental regulations,
the contractor shall be liable for the cost of this analysis.
The contractor shall be liable for meals that do not meet the nutritional standards and
requirements or are spoiled or unwholesome at time of delivery, or are incomplete or
insufficient in number ordered, or are delivered after the time specified. In the event
the contractor fails to deliver meals, other foods, or supplies as agreed upon, the City
may provide meals purchased from other places and charge the cost of the purchased
meal to the contractor.
If any portion of a meal is delivered in an unacceptable condition, such as incorrect
temperature ('potentially hazardous), less than contracted portion, spoiled or too late,
the contractor shall be liable for the cost of that portion. If the entree is unacceptable,
the contractor shall be liable for the cost of the entire meal. In order to ensure
conformance to the above, the delivery driver shall remain at the site until the food is
checked by staff. All shortages shall be noted on delivery slip for proper crediting.
Exhibit "B" 1 Senior Nutrition Services
4. The contractor agrees to monitor and evaluate meal preparation delivery,
transportation, and general standards of meal service. Meals need to arrive no later
than 11:00 a.m.
3.0 MENUS
1. All menus shall be in compliance with Title III -C meal pattern requirements,
summarized in Section 4.0.
2. A five (5) week cycle menu shall be used that is updated twice yearly.
3. The contractor has the responsibility for menu writing with concurrence of the City.
Contractor may meet or exceed standards.
4. The contractor is responsible for typing and duplicating menu.
5. All menu substitutions by the contractor shall be submitted in writing for approval by
the City at least five (5) days prior to serving date. The contractor may, however, in an
emergency situation make menu substitutions on verbal approval with a written notice
to follow for documentation.
6. Provisions shall be made by the contractor to provide in- service training regarding
food sanitation for the City food service staff. *See definition of Potentially Hazardous
Food, AAA Nutrition Policy and Procedures Manual.
4.0 MEAL PATTERN
I. Meat .......................... ..............................3 oz. edible portion (exclusive of bone, fat,
gristle, etc.)
II. Vegetables/ fruits ....... ..............................2 (' /z cup each) servings (exclusive of
dessert)
III. Juice (As needed to satisfy
Vitamin C requirements ) .........................' /z cup
IV. Enriched bread or alternative (starch) .... 1 slice or Yz cup or equivalent
V. Margarine ............................................... 1 teaspoon
VI. Dessert ....................... ............................' /2 cup or equivalent
VII. Milk ............................ ..............................8 oz. or equivalent
VIII. Beverage ( optional) ........ .........................Coffee, decaffeinated coffee, or tea
IX. . Salad or Soup ....... ............................' /2 cup salad or 6 oz. cup soup
Exhibit "B" 2 Senior Nutrition Services
5.0 MINIMUM GRADES
Minimum grades for all foods shall be as follows:
1. Beef: USDA Grade "A" Choice
2. Pork: USDA Number 1 (as defined in S.R.A. Number 171, U.S.
Standards and Grades of Pork Carcasses)
3. Lamb: USDA Choice
4. Poultry: USDA Grade "A" to be used for all fresh and frozen poultry
products. Necks, backs, or wings shall not be used without prior
approval of the Project Director or Project Dietitian or Nutritionist
Reconstructed roll products are not acceptable
5. Variety Meats: Grade Number 1 from USDA Government inspected plants
6. Dairy Products: Following is to be used as minimum specifications for all graded
dairy products:
a. Eggs, fresh USDA or State Graded "A"
b. Cheese, USDA Grade "A," non - processed cheese
C. Milk shall be available in a variety of types, including
nonfat and low -fat
7. Fish and seafood must be fresh or frozen and be a nationally distributed brand packed
under continuous inspection of the U.S. Department of Interior
8. Canned Fruits and Juices: USDA Grade "A" (fancy) and Grade "B" (choice) are to be
used for all graded fruits and fruit juices, Grade "C" (standard) may be used for pie
and cobbler production only
9. Fresh fruits: USDA Fancy to USDA Number 1 to be used for all graded fresh fruits as
a minimum standard
10. Fresh vegetables: USDA Fancy and Number 1 to be used for all graded fresh
vegetables as a minimum standard
11. Frozen fruits and vegetables: USDA Grade "A" is to be used for all graded frozen
fruits and vegetables as a minimum standard
12. In the preparation of all meals the CONTRACTOR shall use a minimum of simple
sugars. Each meal shall not exceed 1100 mg. sodium and shall be low in fat.
Exhibit "B" 3 Senior Nutrition Services
13. Special diets, specifically low sodium, low fat, and sugar free, shall be provided as
specified (optional)
14. 100% milk shall be available in a variety of types including whole, low -fat, nonfat, and
buttermilk
15. CONTRACTOR shall provide all condiments which are normally served with specific
menus including, but not limited to, salt, pepper, salad dressing, tartar sauce, mustard,
catsup, cream, sugar, and garnishes such as lemon slices, parsley, etc. In addition,
the CONTRACTOR shall provide all soft goods /software, such as knives, forks,
spoons, cups, napkins, plates, etc.
16. Ground beef may be used no more often than twice a week and must be solid form
such as meatloaf or Salisbury steak for one of the servings
17. Textured vegetable protein may be used at no greater amount than 30% of total
protein
18. Meat alternatives (dried beans, peas, lentils, nut butters) shall not be served more
often than one (1) time per week
19. Desserts such as fruits, puddings, gelatin with fruit, ice cream, ice milk, sherbet, and
similar foods shall be served throughout the week in one -half (1/2) cup portions.
Oatmeal, wheat, and peanut butter cookies, not to exceed 80 calories per serving,
may be included once a week. High calorie desserts such as plain gelatin desserts,
cake, pie, cookies, and similar foods shall also be included but are to be limited to
once a week
20. Different fruits will be served at least three (3) days a week for desserts. Whole fruit in
season shall be served at least onetime during each week. Canned fruit will be water
packed or packed in its own juice
21. Menu - -same entree cannot be served back -to -back or in the same week
7.0 SUGGESTED MENU LAYOUT FOR A FIVE WEEK CYCLE TO AVOID ENTREE
MONDAY TUESDAY WED. THURSDAY FRIDAY
Week 1 Beef Fish Turkey Beef Chicken
Ground Fillet Ground Cubed Quarter
Solid Form Crumbled Leg
Week 2 Pork Turkey Beef Chicken Beef
Cubed Sliced Shredded Quarter Ground
Breast Crumbled
Exhibit "B" 4 Senior Nutrition Services
Week 3 Cheese
Beef
Chicken
Sliced
or Chop
Quarter
Shake and Bake
Roast Pork w /Gravy
Leg
Week 4 Beef
Chicken
Beef
Cubed
Quarter
Ground
Honey Lemon
Breast
Solid Form
Week 5 Chicken
Cheese
Ham and
Quarter
& Beef
Limas
Leg
Ground
Italian Meatballs
Macaroni and Cheese
Crumbled
Tuna Casserole
Beef Fish
Ground Casserole
Solid Form
Pork
Poultry
Slice
Cubed or
or Chop
Pulled
Turkey Beef
Ground Sliced
Solid Form
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
SUGGESTED RECIPES
Chicken quarter
Sliced Beef or Pork
Ground Beef or Turkev
Oven Baked
Roast Beef w /Gravy
or Solid Form
Shake and Bake
Roast Pork w /Gravy
Swedish Meatballs
Braised w /sauce
Pot Roast or Beef
Porcupine Meatballs
BBQ
BBQ Beef
Patty on Bun
Honey Lemon
BBQ Pork
Meatloaf
Teriyaki
Corned Beef
Stuffed Pepper
Cacciatore
Ham
Stuffed Cabbage
Ole (w /Mole Sauce)
Shredded Beef or Pork
Italian Meatballs
w /Country Gravy
Lemon /Orange Chicken
Poultry, Cubed or Pulled
Cubed Beef or Pork
Ground Beef or Turkev
A la King
Beef Stew
Crumbled
Chop Suey
Beef Burgundy
Lasagna
Casserole
Beef Stroganoff
Spaghetti
Beef Risotto
Enchilada
Fish Fillet
Braised Pork Au Jus
Chili and Beans
w /Creole Sauce
Sweet and Sour Pork
Casserole
w /Lemon Sauce
Pork Chop Suey
Cheese Alone
Shredded Beef or Pork
Fish, Flaked or Pieces
Macaroni and Cheese
BBQ Beef
Tuna Casserole
Cheese Strata
BBQ Pork
Seafood Newburg
Vegetable Lasagna
Beef Enchilada
Salads
Soups
Starch
Green Salad
Vegetable Soup
Pasta Cold or Hot
Oriental Salad
Cream of Mushroom
Potato Baked
Beet Salad
Corn Chowder
Mashed Potato
Tomato Onion
Split Pea
Potato Wedges
Fiesta Salad
Minestrone
Chow Mien Noodles
Tomato Pepper Salad
Tomato
Rice Pilaf
Coleslaw
Egg Drop Soup
Potato Salad
Cucumbers
Spanish Bean
Pasta Salad
Exhibit "B"
5
Senior Nutrition Services
Carrot Salad Potato Soup Sweet Potato
Caesar Salad Vegetable Barley Red Potato
Cabbage and Carrots Lentil Soup Tortillas
Cranberry Gelatin Salad Stuffing
8.0 LIST OF SUBCONTRACTORS
The following is a true and complete list showing the name and location of the place of business of each
subcontractor who will perform work or labor or render service to the CONTRACTOR in excess of one -half of
one percent (.05 %) of the CONTRACTOR'S total proposal.
(List the portion of the work which will be done by each subcontractor and list only one subcontractor for
each such portion.)
Work Portion Subcontractor's Name and Business Address
9.0 CONTRACTOR'S CERTIFICATE - Regarding Worker's Compensation
Labor Code Section 3700
"Every employer, except the State and all political subdivisions or institutions thereof, shall
secure the payment of Compensation in one or more of the following ways:
a) By being insured against liability to pay Compensation in one or more insurers duly
authorized to write Compensation insurance in this State.
b) By securing from the Director of Industrial Relations a Certificate of Consent to Self -
Insure, which may be given upon furnishing proof satisfactory to the Director of
Industrial Relations of ability to self- insure and to pay any Compensation that may
become due to his employees.
Exhibit "B" 6 Senior Nutrition Services
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to
be insured against liability for Worker's Compensation or to undertake self- insurance in
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of this Contract.
Signature
Title
Date
Email
Phone Number
(In accordance with Article 5 [commencing at Section 1860] Chapter 1, Part 7, Division 2 of the
Labor Code, the above Certificate must be signed and filed with the awarding body prior to
performing any work under this Contract.)
Exhibit "B" 7 Senior Nutrition Services
CONTRACTOR'S QUALIFICATION STATEMENT
SENIOR NUTRITION PROGRAM
The undersigned certifies under oath, the truth and correctness of all statements and of all
answers to questions made hereinafter.
691.UYAIrIII100 YA
7_m is
ADDRESS:
Corporation_
Partnership_
Individual_
Joint Venture
Other
(Company Name)
1. How many years has your organization been in business as a Meal Service Provider?
2. How many years has your organization been in business under its present business
name?
2.1 Under what other or former names has your organization operated?
3.
If a corporation, answer the following:
3.1
Date of incorporation:
3.2
State of incorporation:
3.3
President's name(s):
3.4
Vice President's name(s):
3.5
Secretary's name:
3.6
Treasurer's name:
4. If an individual or a partnership, answer the following:
4.1 Date of organization:
4.2 Name and address of all partners (state
partnership):
whether general or limited
Exhibit "B" 8 Senior Nutrition Services
5. If other than a corporation or partnership, describe organization and name principals:
6. List years, makes and models of delivery vehicles used to transport meals to
Rosemead Program:
7. List your kitchen capacity, types and quantities of ovens, ranges, etc.:
8. List the types, sizes and amounts of your food delivery containers:
9. Have you ever failed to complete any contract awarded to you? If so, note when,
where and why:
10. Within the last five (5) years, has any officer or partner of your organization ever been
an officer or partner of another organization when it failed to complete a contract? If
so, attach a separate sheet of explanation.
11. On a separate sheet, provide an outline of your billing /invoice procedures and provide
an example.
12. On a separate sheet, list the current contracts your organization has including the
name of the company, contact name, phone number, contract amount, and length of
time you have had the contract.
Exhibit "B" 9 Senior Nutrition Services
13. On a separate sheet, list contracts your organization has completed in the past five (5)
years, giving the name of the company, contact name, phone number, contract
amount, and length of time you had the contract.
14. On a separate sheet, list the food service experience of the key individuals of your
organization.
15. Business references and contact person and phone number:
1.
2.
3.
16. Bank references, contact person and phone number:
1.
2.
3.
4.
17. Attach a financial statement, audited if available, including Contractor's latest balance
sheet and income statement showing the following items:
A. Current assets (e.g. cash, joint venture accounts, accounts receivable, notes
receivable, accrued income, deposits, materials , inventory and prepaid
expenses)
B. Net Fixed Assets
C. Other Assets
D. Current Liabilities (e.g. capital, capital stock, authorized and outstanding shares
per values, earned surplus and retained earnings)
E. Other Liabilities (e.g. capital, capital stock, authorized and outstanding shares
per values, earned surplus, and retained earnings)
Name of firm preparing financial statement and date thereof:
Is this financial statement for the identical organization named on page one:
If not, explain the relationship and financial responsibility of the organization
whose financial statement is provided (e.g. parent- subsidiary).
Exhibit "B" 10 Senior Nutrition Services
Will this organization act as guarantor of the contract?
18. Dated on this day of , 20_
Name of Organization:
By:_
Title:
Signature Name
Title
Phone Number
Organization
Date
Exhibit "B" 11 Senior Nutrition Services
Reserved
Exhibit "B" 12 Senior Nutrition Services
EXHIBIT "C"
PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND
PARTIES AND DATE.
This Agreement is made and entered into this day of , 2010 by and between
the City of Rosemead, a municipal organization organized under the laws of the State of California
with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770
( "City ") and a foodservice and hospitality provider with its
principal place of business at , California
( "Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Funding.
City is the recipient of funds from the United States Department of Housing and Urban
Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development
Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT'). The City has approved the
provision of federal funds under the ACT to be used to fund the Senior Citizen Lunch Program
( "Project') in the not to exceed amount of $ for the FY 2010 -11. Contractor is to
perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and
incorporated herein by reference.
2.2 Contractor.
Contractor desires to perform and assume responsibility for the provision of services
required by the City on the terms and conditions set forth in this Agreement. Contractor represents
that it is experienced in providing senior citizen lunch services to public clients, is licensed in the
State of California, and is familiar with the plans of City.
2.3 Project.
City desires to engage Contractor to render such services for the Project as set forth in this
Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services Contractor promises and agrees to furnish to the
City all labor, materials, tools, equipment, food, services, and incidental and customary work
necessary to fully and adequately supply the counseling necessary for the Project ( "Services').
The Services are more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
Public Service Agency Agreement
Page 2 of 18
3.1.2 Term. The term of this Agreement shall be from July 1, 2010 to June 30,
2011, unless earlier terminated as provided herein. Contractor shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates: Independent Contractor The
Services shall be performed by Contractor or under its supervision. Contractorwill determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of this
Agreement. Any additional personnel performing the Services under this Agreement on behalf of
Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has
the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall
respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements All work prepared by Contractor
shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel Contractor has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should one
or more of such personnel become unavailable, Contractor may substitute other personnel of at
least equal competence upon written approval of City. In the event that City and Contractor cannot
agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for
cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of persons or
property, shall be promptly removed from the Project by the Contractor at the request of the City.
The key personnel for performance of this Agreement are as follows:
3.2.5 City's Representative The City hereby designates City Manager, or his or
her designee, to act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the City for all
purposes under this Agreement. Contractor shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
Public Service Agency Agreement
Page 3 of 18
3.2.6 Contractor's Representative Contractor hereby designates
or his designee, to act as its representative for
the performance of this Agreement ( "Contractor's Representative'). Contractor's Representative
shall have full authority to represent and act on behalf of the Contractor for all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services, using his
best skill and attention, and shall be responsible for all means, methods, techniques, sequences
and procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.7 Coordination of Services Contractor agrees to work closely with City staff in
the performance of Services and shall be available to City's staff, Contractors and other staff at all
reasonable times.
3.2.8 Standard of Care: Performance of Employees Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the calling necessary to perform
the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill
and experience to perform the Services assigned to them. Finally, Contractor represents that it, its
employees and subcontractors have all licenses, permits, qualifications and approvals of whatever
nature that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to correct,
errors or omissions which are caused by the Contractor's failure to comply with the standard of
care provided for herein. Any employee of the Contractor or its sub - contractors who is determined
by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project, a threat to the safety of persons or property, or any employee who fails or refuses to
perform the Services in a manner acceptable to the City, shall be promptly removed from the
Project by the Contractor and shall not be re- employed to perform any of the Services or to work
on the Project.
3.2.9 Laws and Regulations Contractor shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all
notices required by law. Contractor shall be liable for all violations of such laws and regulations in
connection with Services. If the Contractor performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the City, Contractor shall be solely
responsible for all costs arising there from. In the event that the City is required to reimburse the
Federal Government as a result of a determination, after audit, that Contractor has misused funds,
Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its
officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
Public Service Agency Agreement
Page 4 of 18
3.2.10 Insurance
3.2.10.1 Time for Compliance Contractor shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the
Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance Contractor shall maintain
limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation
and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State
of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Insurance Endorsements The insurance policies shall contain
the following provisions, or Contractor shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
(A) General Liability The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or operations
performed by or on behalf of the Contractor, including materials, parts or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any
insurance or self- insurance maintained by the City, its directors, officials, officers, employees,
agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon
to contribute with it in any way.
(B) Automobile Liability The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be
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primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's
scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Contractor.
(D) All Coverages Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.4 Separation of Insureds; No Special Limitations All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the City,
its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Deductibles and Self- Insurance Retentions Any deductibles
or self- insured retentions must be declared to and approved by the City. Contractor shall
guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such
deductibles or self- insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.6 Acceptability of Insurers Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.10.7 Verification of Coverage Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Contractor shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
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employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges,
gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.12 Retention of Records and Reports. The Contractor shall maintain the
following records and reports to assist the City in maintaining its record keeping requirements:
3.2.12.1 Records.
(A) Documentation of the income level of person and /or
families participating in or benefiting by the Contractor's program.
(B) Documentation of all CDBG funds received by City.
(C) Documentation of expenses as identified in the Bid.
Contractor must establish and maintain, on a current basis, an adequate accounting system in
accordance with generally accepted accounting principles and standards and OMB CircularA -87.
All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords,
or other appropriate documents for non - personnel cost, and time records for personnel costs,
which completely discloses the amount and nature of the expenditures.
(D) Any such other related records as City shall require.
3.2.12.2 Reports.
(A) Payment Request.
(B) Quarterly Performance Report. Contractorshall submit
to the City every three (3) months, quarterly reports, which shall be a statement describing the
steps and approaches taken to meet the specified goals. This report shall include a project activity
statement and shall include any program income, any joint funding, and nonexpendable and
expendable personal property purchased or leased with CDBG funds. These reports must trace
the CDBG funds award to a level of expenditure adequate to establish that such funds have not
been used in violation of the restrictions and prohibitions of applicable law.
(C) Final Evaluation Report. Contractor shall annually
make available for inspection its performance, financial and all other records pertaining to
performance of this Agreement to authorized City and HUD personnel, and allow said personnel to
inspect and monitor its facilities and program operations, including the interview of Operation
Agency staff and program participants as required by the City. The Contractor agrees to submit all
data that are necessary to complete the Annual Performance Report in accordance with HUD
requirements and no later than fifteen (15) days prior to the expiration of this Agreement.
(D) Any such other reports as the City shall require.
3.2.13 Program Income. Contractor shall comply with the program income
requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination,
Contractor shall remit all any program income balances (including investments thereof) held by
Contractor (except those needed for immediate cash needs, cash balances or a revolving loan
fund, cash balances from a lump sum drawdown, or cash or investments held for section 108
security needs).
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3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall
transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable
attributable to the use of CDBG funds, including any real property under the Contractor's control
that was acquired or improved in whole or in part with CDBG funds (including CDBG funds
provided to the Contractor in the form of a loan) in excess of $25,000 is either:
(i) Used to meet one of the national objectives in §570.208 until five
years after expiration of the Agreement, or for such longer period of time as determined to be
appropriate by City; or
(ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un
which event the Contractor shall pay to the City an amount equal to the current market value of the
property less any portion of the value attributable to expenditures of non -CDBG funds for the
acquisition of, or improvement to, the property. The payment is program income to the City (No
payment is required after period of time specified in §570.503(b)(7)(i)).
3.2.15 Uniform Administrative Requirements. The Contractor shall comply with
applicable uniform administrative requirements as described in 24 C.F.R. 570.502.
3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al
applicable federal, State and local laws, ordinances, regulations, and permits, including but not
limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133,
and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said
federal documents are on file at the City, and are incorporated herein by reference. The
Contractor shall secure any new permits required by authorities herein with jurisdiction over the
project, and shall maintain all presently required permits. The Contractor shall ensure that the
requirements of the California Environmental Quality Act are met for any permits or other
entitlements required to carry out the terms of this Agreement.
3.2.17 Political Activities. The Contractor is prohibited from using funds provided
herein or personnel employed in the administration of the program for political activities as defined
in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities.
3.2.18 Affirmative Action Policy.
3.2.18.1 Provisions of Program Services
(A) Contractor shall not on the ground of race, color,
national origin or sex, exclude any person from participation in, deny any person the benefits or, or
subject any person to discrimination under any program or activity funded in whole or in part with
CDBG funds.
(B) Contractor shall not under any program or activity
funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex:
1. Deny any facilities, services, financial aid or
other benefits provided the program or activity.
2. Provide any facilities, services, financial aid or
other benefits which are different or are provided in a different form from that provided to others
under the program or activity.
3. Subject to segregated or separate treatment in
any facility in, or in any matter or process related to receipt of any service or benefit under the
program or activity.
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4. Restrict in any way access to, or in the
enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services,
financial aid or other benefits under the program or activity.
5. Treat an individual differently from another in
determining whether the individual satisfies any admission, enrollment, eligibility, membership, or
other requirement or condition which the individual must meet, in order to be provided any
facilities, services or other benefit provided under the program or activity.
6. Deny an opportunity to participate in a program
or activity as an employee.
(C) Contractor may not utilize criteria or methods of
administration which have the effective of subjecting individuals to discrimination on the basis of
race, color, national origin, or sex, or have the effect of defeating or substantially impairing
accomplishment of the objectives of the program or activity with respect to individuals of a particular
race, color, national origin, or sex.
(D) Contractor, in determining the site or location of
housing or facilities provided in whole or in part with CDBG funds, may not make selections of such
site or location which have the effect of excluding individuals from, denying from the benefits or, or
subjecting them to discrimination on the ground of race, color, national origin, or sex, orwhich have
the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of
the Civil Rights Act of 1964 and amendments thereto.
(E) In administering a program or activity funded in whole
or in part with CDBG funds regarding which the Contractor has previously discriminated against
persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative
action to overcome the effects or prior discrimination.
Even in the absence of such prior discrimination, a
Contractor in administering a program or activity funded in whole or in part with CDBG funds
should take affirmative action to overcome the effects of conditions which would otherwise result in
limiting participation by persons of a particular race, color, national origin or sex. Where previous
discriminatory or usage tends on the ground of race, color national origin, or sex to exclude
individuals from participation in, to deny them the benefits or, or to subject them to discrimination
under any program or activity to which CDBG funding applies, the Contractor has an obligation to
take reasonable action to remove or overcome the consequences or the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
Contractor shall not be prohibited by this part from
taking any eligible action to ameliorate an imbalance in service or facilities provided to any
geographic area or specific group of persons within itsjurisdiction where the purpose of such action
is to overcome prior discriminatory practice or usage.
(F) Notwithstanding anything to the contrary in Section
3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from
maintaining or constructing separate living facilities or rest room facilities for different sexes.
Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services
can properly be performed by a member of the same sex as the recipients of the services.
3.2.18.2 EmploVment Discrimination
(A) Contractor shall not discriminate against any employee
or application for employment because of race, color, religion, sex, national origin, age, familial
status or handicap. Contractor shall take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
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their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall
include, but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of
compensation and selection for,training including apprenticeship. Contractor agrees to post in a
conspicuous place available to employees and applicants foremployment, notices setting forth the
provisions of this non - discrimination clause.
(B) Contractor shall, in all solicitations or advertisements for
employees placed by or on behalf of Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, national origin, age,
familial status or handicap.
(C) Contractor shall send to each labor union or
representative of workers with which it has a collective bargaining agreement or other contractor
understanding, a notice to be provided by City's contracting officers advising the labor union or
workers' representative of Contractor's commitments under Section 202 of Executive Order No.
11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place
available to employees and applicants for employment.
(D) Contractor shall comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(E) Contractor shall furnish to the City all information and
reports required by Executive Order 11246 or September 24, 1965, and by the related rules,
regulations, and orders.
(F) In the event of Contractor's failure to comply with any
rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel,
terminate, or suspend in whole or in part its performance and Contractor may be declared
ineligible for further Government contracts in accordance with procedures authorized in Executive
Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(G) Contractor shall include the provisions of Section
3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or
order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or
September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the
City may direct as a means of enforcing such provisions including sanctions for non - compliance.
Provided, however, that is the event Contractor becomes involved in, or is threatened with,
litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may
request the United States to enter into such litigation to protect the interest of the United States.
(H) Contractor shall not discriminate on the basis of age in
violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with
respect to any otherwise qualified handicapped individual as provided in Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794).
(1) Contractor shall also provide ready access to and use
of all CDBG fund assisted buildings to physically handicapped persons in compliance with the
standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with
the requirements of the Americans with Disabilities Act (ADA).
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3.2.18.3 Remedies. In the event of Contractor's failure to comply with
any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may
cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared
ineligible for further government contracts and any such other sanctions as may be imposed an
remedies invoked as provided by law.
3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or
indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or
fund any contractor during any period of debarment, suspension, or placement in ineligibility status
of any contractor under the provisions of 24 C.F.R. Part 24.
3.2.20 Assignability. Contractor shall not assign or transfer any interest in this
Agreement, whether by assignment, delegation or novation, without the prior written consent of
City, provided, however, that claims for money due or to become due to Contractor from City under
this Agreement may be assigned to a bank, trust company or other financial institution, or to a
trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as
provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall
be promptly furnished to City.
3.2.21 Conditions for Religious Organization. Contractor shall comply with all
applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if
Contractor is a religious organization.
3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses,
registrations, accreditation and inspections from all agencies governing its operations. Contractor
shall ensure that its staff shall also obtain and maintain all required licenses, registration,
accreditation and inspections from all agencies governing contractors funded hereunder.
3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction,
and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A-
110 and 24 C.F.R. 570.611 shall apply.
3.2.24 Other Program Requirements. Contractor shall carry out contract activities in
compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations,
except the following:
(i) Contractor does not assume the City's environmental responsibilities
described at §570.504; and
(ii) Contractor does not assume City's responsibility for initiating the
review process under the provision of 24 CFR part 52.
3.3 Fees and Payments.
3.3.1 Compensation Contractor shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement. The total compensation shall not
exceed $
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3.3.2 Payment of Compensation Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work At any time during the term of this Agreement, City may request
that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor
shall not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.3.5 Prevailing Wages Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance'
projects. If the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is
$1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall
provide Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services
available to interested parties upon request, and shall post copies at the Contractor's principal
place of business and at the project site. Contractor shall defend, indemnify and hold the City, its
elected officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Contractor shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement This Agreement may be terminated by either
parry without cause upon thirty-(30) day's written notice. City shall be responsible for payment for
work performed prior to the time such notice is given, but not for work performed after the notice if
given, unless such work is requested in writing by City after the notice of termination.
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3.5.1.1 Suspension and Termination. In accordance with 24 CFR
85.43, suspension or termination may occur if Contractor materially fails to comply with any term of
the Agreement, and that the Agreement may be terminated for convenience in accordance with 24
CFR 85.44.
3.5.1.2 Effect of Termination If this Agreement is terminated as
provided herein, City may require Contractor to provide all finished or unfinished Documents and
Data and other information of any kind prepared by Contractor in connection with the performance
of Services under this Agreement. Contractor shall be required to provide such document and
other information within fifteen (15) days of the request.
3.5.1.3 Additional Services In the event this Agreement is terminated
in whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose.
CONTRACTOR:
Attn:
CITY:
City of Rosemead
8838 East Valley Boulevard
Rosemead, California 91770
Attn: Michelle G. Ramirez, Economic Development Administrator
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Compliance with Federal and State Law and Certification and Assurances.
Contractor stipulates that it understands that the funds for this Contract are originally provided by
the Federal Government and that consequently the expenditure of these funds is subject to
specific requirements set forth in various Federal regulations and agreements between the City
and U.S. Department of Housing and Urban Development.
In particular, this Agreement is subject to requirements contained in 24 Code of Federal
Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its
amendments.
CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance
with all Federal requirements. Contractor further warrants that it will comply with the following
requirements:
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(A) Compliance with Section 3 of the Housing and Urban Development Act of 1968.
(B) Requirements relating to equal employment opportunities..
(C) Requirements relating to the maintenance of a drug -free workplace.
(D) Compliance with Federal Labor Standards.
(E) Requirements forbidding interests of certain Federal officials.
(F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal
Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR
Part 40, as amended.
(G) Requirements forbidding interests in this Contract by City and local government
officials.
(H) Compliance with program income and property management standards as defined
in Federal Office of Management and Budget Circular A -102.
(1) Program income - Transfers of grant funds by the City to the Contractor shall be
adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program
income on had when this agreement expires, or received after this Agreement's expiration, shall
be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b).
(J) Compliance with applicable uniform administrative requirements as described in 24
CFR Part 570.502(a) and (b).
(K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at
Subpart K of these regulations except that:
1. The Contractor does not assume the City's environmental
responsibilities described at Section 570.604 of 24 CFR Part 570.
2. The Contractor does not assume the City's responsibility for initiating
the review process under the provisions of 24 CFR Part 52.
(L) Upon expiration of this Agreement, the Contractor shall transfer to the City any
Community Development Block Grant (CDBG) funds on hand at the time of expiration and any
accounts receivable attributable to the use of CDBG funds. Any real property under the
Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess
of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24
CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner
that results in the City being reimbursed in the amount of the current fair market value attributable
to expenditures of non -CDBG funds for acquisition of, or improvement to, the property.
(M)Other Federal Acts applicable to projects funded with Community Development
Block Grant Funds.
3.5.4 Ownership of Materials and Confidentiality
3.5.4.1 Documents & Data Licensing of Intellectual Property This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all
subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Contractor represents and
warrants that Contractor has the legal right to license any and all Documents & Data. Contractor
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Data. Contractor makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Contractor or provided to Contractor by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written information,
and other Documents and Data either created by or provided to Contractor in connection with the
performance of this Agreement shall be held confidential by Contractor. Such materials shall not,
without the prior written consent of City, be used by Contractor for any purposes other than the
performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Contractor
which is otherwise known to Contractor or is generally known, or has become known, to the related
industry shall be deemed confidential. Contractor shall not use City's name or insignia,
photographs of the Project, or any publicity pertaining to the Services or the Project in any
magazine, trade paper, newspaper, television or radio production or other similar medium without
the prior written consent of City.
3.5.5 Cooperation; Further Acts The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.6 Attorney's Fees If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorney's fees and all other costs of such action.
3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees,
agents, Contractors and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses. Contractor shall
defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers, employees,
agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse
City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds,
if any, received by the City, its directors, officials, officers, employees, agents or volunteers.
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3.5.8 Entire Agreement This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
Parties.
3.5.9 Governing Law This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
Agreement
3.5. 10 Time of Essence Time is of the essence for each and every provision of this
3.5.11 City's Right to Employ Other Contractors City reserves right to employ other
Contractors in connection with this Project.
3.5.12 Successors and Assigns This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.13 Assignment or Transfer Contractor shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.14 Construction; References; Captions Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.15 Amendment; Modification No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.16 Waiver No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.17 No Third Party Beneficiaries There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.18 Invalidity; Severability If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
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3.5.19 Prohibited Interests Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this Agreement,
or obtain any present or anticipated material benefit arising there from.
3.5.20 Equal Opportunity Employment Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or applicant
for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.
Such non - discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. Contractor shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.5.21 Labor Certification By its signature hereunder, Contractor certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every employer
to be insured against liability for Worker's Compensation or to undertake self- insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.22 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.23 Counterparts This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required Contractor shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written approval
of City. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
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IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed
by their duly authorized representatives. This Agreement is effective as of July 1, 2010.
CITY OF ROSEMEAD
BY:
Jeff Allred
City Manager
Attest:
By:
Gloria Molleda
City Clerk
Approved as to Form.
By:
ma
Joseph M. Montes
Burke, Williams & Sorensen, LLP
Commission General Counsel
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EXHIBIT A
SCHEDULE OF SERVICES