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CDC - Item 2 - Approval Of Contract For Services In Connection With The Commission's Commercial Rehabilitation ProgramS~ TO: HONORABLE CHAIR AND MEMBERS ROSEMEAQ COMMUNITY DEVELOPMENT COMMISSION FROM: BILL CROWE, CITY MANAGER I DATE: SEPTEMBER 21, 2004 RE: APPROVAL OF CONTRACT FOR SERVICES IN CONNECTION WITH THE COMMISSION'S COMMERCIAL REHABILITATION PROGRAM In 2001-2002, the Commission approved a Redevelopment Agency-funded Commercial Rehabilitation program, funded through Redevelopment funds, for businesses located in Redevelopment Project Areas. The Commission approved a contract with Willdan in FY 2002-2003 to operate the rehabilitation program through the end of FY 2003-2004. As part of the City of Rosemead contracting process, Willdan was selected by the City Council to.provide CDBG and HOME services on July 27, 2004, through a competitive proposal process for services for FY 2004 through 2007. As part of that proposal, organizations were asked to propose on the Commission's commercial rehabilitation program as well as on City programs. The City and Commission received only one proposal. That proposal was from Willdan. The proposal was thorough and included all required elements. Willdan is proposing to use the same personnel that provides City commercial rehabilitation services for the Commission's commercial rehabilitation. Oversight for the program will be provided by the same personnel that oversee CDBG and HOME services. This will be done in order to ensure continuity of service and uniform customer service delivery. COMMISSION AGENDA SEP 2 S 2004 ITEM No. oZ . Approval of Agreement with Willdan for Commercial Rehabilitation, 2 The proposal is to provide commercial rehabilitation services for FY 2004 through 2007. Willdan proposes to provide services for a FY 2004-2005 not-to-exceed cost of $30,385. Increases in subsequent years would be based on CPI, in accordance with the award previously made by the City for its CDBG and HOME funded programs. Willdan's cost proposal is inclusive. The cost estimate for FY 2004-2005 is as follows: Item FY 2004-2005 Cost FY 2003-2004 Cost Percent Change Commercial Rehab. $30,385 $29,500 2.91% Staff proposes that the Commission award a contract to Willdan for Redevelopment-funded Commercial Rehabilitation services for FY 2004-2005, renewable for two (2) additional years, with increases tied to annual Consumer Price Index cost of living adjustments. A copy of the proposal has been included for your review RECOMMENDATION: - It is recommended that The Commission: 1. Approve an Agreement with Willdan for the Commission's Commercial Rehabilitation Program; and 2.. Authorize the Executive Director or designee to execute the agreement. CONTRACT FOR COMMERCIAL REHABILITATION PROGRAM DELIVERY THIS AGREEMENT entered into this first day of July 2004, between the Rosemead Community Development Commission, hereinafter referred to as "Commission" and Willdan, hereinafter referred to "Consultant." DESCRIPTION OF WORK Consultant shall provide professional services required for the delivery of the Commission's tax increment funded Commercial Rehabilitation program. The specific services to be provided shall be as set forth in Exhibit "A," which is attached hereto and made a part hereof. II. TIME OF PERFORMANCE All services required pursuant to the Agreement shall commence when and as directed by the Executive Director, or designee, and shall be completed in a timely manner. III. COMPENSATION AND METHOD OF PAYMENT A. Rates For services performed under this Agreement by Commercial Rehabilitation staff, the Commission shall pay the Consultant the rates set forth in Exhibit "A." Exhibit "A" is attached hereto and made a part hereof. B. Expenses In connection with services performed under this Agreement, Consultant shall be reimbursed for direct out-of-pocket expenses as approved by the Commission on the basis of invoice cost. C. Maximum Compensation The services performed pursuant to this Agreement shall be provided on a time-and-materials basis and shall not exceed $30,385 without prior authorization. D. Method of Payment The Consultant shall submit a monthly invoice to Commission specifying the amount due for services performed by Consultant. Such invoice shall describe the services performed and specify the number of hours worked by each staff member on said services during the month. Upon approval of the invoice, the Commission shall make payment as soon thereafter as the Commission's regular procedures provide. IV. TERMS OF AGREEMENT This Agreement shall be in effect until June 30, 2005. This Agreement may be extended via letter amendment through June 30, 2007. V. TERMINATION OF AGREEMENT This Agreement can be terminated upon thirty (30) days notification by either of the parties hereto. VI. RECORDS AND AUDITS The Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the Commission to assure proper accounting for all project funds. These records will be made available for audit purposes to the Commission or any authorized representative and will be retained for three (3) years after the expiration of this Agreement unless permission to destroy them is granted by the Commission. VII. NON-LIABILITY OF COMMISSION No official, employee, agent or volunteer of Commission shall be personally liable for any default or liability under this Agreement. VIII. OWNERSHIP OF WORK PRODUCT All documents or other information created, developed, or received by Consultant shall, for purposes of copyright law, be deemed works made for hire for Commission by Consultant as Commission employee(s) for hire and shall be the sole property of Commission. Consultant shall provide Commission with copies of these items upon demand, and in any event, upon termination or expiration of this Agreement. IX. WAIVER OR BREACH No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. ' X. INDEPENDENT CONTRACTOR Consultant is and shall at all times remain as to Commission a wholly independent contractor and shall not obtain rights to any benefits which accrue to Commission employees. Neither Commission nor its officers, employees or agents shall have control over the conduct of Consultant or any of its officers, employees or agents, except as expressly set forth herein. 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 Commission. XI. COMPLIANCE WITH LAWS Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local government. XII EMPLOYMENT OF ALIENS Consultant warrants it fully complies with all laws regarding employment of aliens and others, and that all of its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations. XII. FORCE MAJEURE Consultant shall not be in default for failing to perform in accordance with the terms of this Agreement if such failure arises out of causes beyond the control and without the fault or negligence of Consultant. XIII. ASSIGNMENT Consultant shall not assign or subcontract any of its obligations pursuant to this Agreement, nor any part thereof, except for any monies due the Consultant, without the prior written consent of Commission. Such consent by Commission shall not be unreasonably withheld. Consultant shall be fully responsible to Commission for all work performed by assignees or subcontractors. XIV. EQUAL EMPLOYMENT OPPORTUNITY During performance of this Agreement, The Consultant agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. 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. The Consultant agrees to post in a conspicuous place, available to employees and applicants for employment, notices to be provided by the Commission setting forth the provisions of this non-discrimination clause. 2. The Consultant will, in all solicitation or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. 3. The Consultant will cause the foregoing provision to be inserted in all subcontracts for any work covered by this Agreement, so that such provisions will be binding upon each subcontract, provided that the foregoing provisions shall not apply to contract or subcontract for standard commercial supplies or raw materials. XV. INTEREST OF MEMBERS OF THE COMMISSION No member of the governing body of the Commission and no officer, employee or agent of the Commission who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and the Consultant shall take appropriate steps to ensure compliance. XVL INTEREST OF OTHER LOCAL PUBLIC OFFICIALS No member of the governing body of the locality and no other public official of such locality who exercises any functions or responsibilities in connection with the planning and carrying out of the program shall have any personal financial interest, direct or indirect, in this Agreement; and the Consultant shall take appropriate steps to ensure compliance. XVII. INTEREST OF CONSULTANT AND EMPLOYEES The Consultant covenants that s/he presently has no interest and shall not acquire interest, direct or indirect, in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of services hereunder. the Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed. XVIII. INSURANCE REQUIRED Without in any way limiting Consultant's liability pursuant to the indemnification described below, Consultant shall maintain, during the term of this contract, the following insurance: Coverage Minimum Limits General Liability Comprehensive General Liability, $2,000,000 Combined Single including: Limit, per occurrence and aggregate Premises and Operations Contractual Liability Personal Injury Liability Independent Contractors Liability (if applicable Automobile Liability Comprehensive Automobile Liability, including owned, non- owned and hired autos Workers' Compensation and Employers Liability Workers' Compensation Insurance Employers' Liability Professional Liability Professional Liability Insurance XIX. INDEMNIFICATION $1,000,000 Limit, per aggregate Statutory Combined Single occurrence, no $500,000 per -occurrence and annual aggregate The Consultant agrees to indemnify and hold harmless Commission, its officers, agents and employees from and against any and all liability expenses, including but not limited to, bodily injury, death, personal injury or property damage resulting from Consultant negligence or willful misconduct in its performance or services hereunder, including any workers' compensation suits, liability or expense resulting from the negligence or willful misconduct of anyone performing services as an office, agent, employee or subcontractor of Consultant. XX. BINDING EFFECT This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. XXI. GOVERNING LAW This Agreement shall be interpreted and construed according to the laws of the State of California. Any action commenced about this Agreement shall be filed in the appropriate branch of the Los Angeles County Municipal or Superior Court. XXII. AUTHORITY TO EXECUTE The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement. XXIII. ATTORNEY'S FEES In the event that legal action is necessary to enforce the provisions of this Agreement, or to declare the rights of the parties hereunder, the parties agree that the prevailing party in the legal action shall be entitled to recover attorney's fees and court costs from the opposing party. XXIV. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. XXV. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent to the Commission and the Consultant at the addresses listed below: COMMISSION: Rosemead Community Development Commission 8838 E. Valley Boulevard Rosemead, CA 91770 CONSULTANT: Willdan 13191 Crossroads Parkway North Suite 405 Industry, CA 91746-3497 XXVI. ENTIRE AGREEMENT This Agreement contains the entire understanding between Commission and Consultant. Any prior agreement, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by both parties. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION Bill Crowe. Executive Director WILLDAN Albert V. Warot, Vice President Attachments ATTACHMENT "A" - PROPOSAL FOR SERVICES