RFP 2021-03 - Professional Services for Property Management Services for two Senior Apartment Communities
CITY OF ROSEMEAD
REQUEST FOR PROPOSAL NO. 2021-03
PROFESSIONAL SERVICES FOR PROPERTY MANAGEMENT SERVICES
FOR TWO SENIOR APARTMENT COMMUNITIES
SUBMITTALS:
Three (3) bound copies and one (1) electronic PDF file on 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 April 29, 2021 at 3 p.m.
CONTACT PERSON:
Angelica Frausto-Lupo, Community Development Director
City of Rosemead
8838 E. Valley Boulevard Rosemead, California 91770
(626) 569-2169
afrausto-lupo@cityofrosemead.org
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 Angelica
Frausto-Lupo, Community Development Director at afrausto-lupo@cityofrosemead.org or
(626) 569-2169.
MODIFICATIONS: Any modification of this Request for Proposal will be provided to
contractors who request notification of any modifications.
ISSUANCE DATE: MARCH 25, 2021
INTRODUCTION
Through this Request for Proposal (“RFP”) and evaluation process, the City of Rosemead is
seeking to obtain competitive proposals from bona fide, qualified proposers interested in
providing comprehensive property management services for two senior apartment
communities comprised of 122 units located in the City of Rosemead.
It is the intent of the City to enter into an agreement with a property management company
for three years with the option to renew for two one-year extensions beginning on or about
July 1, 2021. The property management services will include, but may not be limited to:
1) Under general direction from the Director of Community Development, the selected
company will provide professional property management and real estate services.
2) The selected firm shall be responsible for supervising on-site management and routine
maintenance, collecting rent, preparing an annual operating budget for the City’s
approval, maintaining books and records, and obtaining bids on capital expenditures
authorized by the City.
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, plus by El Monte and South El Monte on the east. The City is
5.5 square miles (2,344-acres) in size.
Rosemead is a diverse city with a population of approximately 54,058 people. Of the residents
in Rosemead, 60.6% identify as Asian; 34.5% identify as Hispanic or Latino; 14.4% as white
non-Hispanic; 0.5% as American Indian and Alaskan Native; and 0.2% as Black or African
American. Approximately half of the city’s housing units are occupied by renters (50.49%) and
half are occupied by owners (49.51%). The median household income in Rosemead is 23%
lower than in the County overall and 30% lower than the State. Rosemead’s population size
has remained consistent in comparison to the broader region, increasing by only
approximately 1,110 people from 2000 to 2017.1
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 serves at the
pleasure of, the City Council.
The City and the Rosemead Housing Development Corporation owns two senior apartment
buildings: Angelus and Garvey. Angelus was built in 1994 and is comprised of 50 residential
dwelling units. Garvey was built in 2002 and is comprised of 72 residential dwelling units. Both
sites are currently at capacity. There is currently one wait list for both sites but due to the
number of persons on the list and limited turn-over, the list is currently closed.
OBJECTIVE
It is the objective of this RFP to solicit proposals from qualified and interested property
management companies to provide property management services for two senior rental
apartment communities. While the City desires to enter into an agreement with a property
management company for three years with the option to renew for two one-year extensions, the
1 US. Census Bureau, American Community Survey: 2000, 2013-2017 ACS 5-Year Estimates, 2019
length of the professional service agreement and the level of service shall be at the sole and
absolute discretion of the City.
SCOPE OF SERVICE
The City seeks contractor to provide a full range of services customarily provided by a
professional property management and real estate services provider such as full management
and leasing operations, maintenance operations, and security/life safety of each site. Tasks
include, but are not limited to:
1. New tenant intake, including marketing, establishing and maintaining site-based
waiting list, determination of applicant eligibility, applicant screening, and tenant
selection; Lease execution, including explaining the lease and all attachments;
2. Collection of rent and any charges in addition to rent;
3. Lease enforcement;
4. Full maintenance repair of the development;
5. Full responsibility for hiring and firing of staff, and staff training;
6. Annual reexaminations of income and family composition;
7. Annual unit inspections;
8. Unit turnover, including preparing vacated units for leasing;
9. Purchase of all required supplies and services.
10. Full fiscal management responsibilities including preparing annual operating budgets,
monthly financial reporting and keeping expenses and income within approved budget
amounts;
11. Providing reports as specified by the Owner (City of Rosemead/Rosemead Housing
Development Corporation); and
12. Leasing signage packet, brochure design, and area market rent analysis.
STAFF CONTACT
Questions concerning this RFP may be directed to:
Angelica Frausto-Lupo, Director of Community Development
City of Rosemead
8838 E. Valley Blvd.
Rosemead, CA 91770
Phone Number: (626) 569-2169
Afrausto-lupo@cityofrosemead.org
LENGTH OF CONTRACT
The contract with a professional property management and real estate services firm shall be
for a three-year period with the option for up to two (2) one-year extensions at the sole and
absolute discretion of the City. The contract is expected to be fully executed by, or about July
1, 2021.
CITY'S RESPONSIBILITY
Upon awarding of the contract, the City shall provide the selected firm with any pertinent
information mutually agreed upon that will assist the company with the completion of the
contract requirements.
PROPOSAL CONTENT/FORMAT
The contractor shall submit a comprehensive proposal, as follows:
1. Cover letter.
2. Name and address of company (please include address of local office if applicable).
3. The principal contact person.
4. A description of your understanding of the project.
5. An outline showing tasks and time frames for the first year of management, including
a proposed budget.
6. Experience and qualifications of the company and management team, including a
description of relevant similar projects. After the proposal deadline, substitution of
management team may only be made with the permission of the City.
7. A reference list of at least three (3) other public agencies, including contact
person’s name and phone number, for which the company currently provides
property management services.
8. A list of any pending or previous litigation over the past five years related to your
firm’s work, and the outcome of any closed claims or cases.
9. Total project costs to the City, including a breakdown of costs by task and hourly rates.
The company acknowledges that submittal of a proposal constitutes acceptance of and a
willingness to comply with all of the terms, conditions and criteria contained within this RFP.
Proposals not in compliance with the terms and conditions contained herein may be cause for
rejection. The City reserves the right to interpret or change any provision of this RFP at any
time prior to the proposal submission due date. Such changes or interpretations will be in the
form of an addendum and posted on the City website, cityofrosemead.org.
PROPOSAL EVALUATION AND CRITERIA
Proposals will be evaluated on the proposer’s ability to provide services that meet the
requirements set forth in this RPF. The City reserves the right to make such investigations as
it deems necessary to determine the ability of the proposer to provide services meeting a
satisfactory level of performance in accordance with the City’s requirements. The proposer
shall furnish such information and data for this purpose as the City may request, at no cost to
the City. Interviews and presentations by one, several, or all of the proposers submitting a
proposal may be requested if deemed necessary to fully understand and evaluate the
proposer’s capabilities and qualifications.
The adequacy, depth, and clarity of the proposal will influence, to a considerable degree, its
evaluation. The final selection of the property management company will be based on the
following criteria:
1. Understanding the scope of work.
2. Quality of proposal.
3. Ability of the company to provide the full range of requested services.
4. Demonstrated professional skills and credentials of staff to be assigned to this agreement.
5. Related experience of firm.
6. Company’s ability to execute the contract.
7. References.
8. Cost as compared to related service requirements (lowest cost will not be the sole
determining factor).
The award of a contract will be based on a combination of the aforementioned criteria and
costs.
DISCRETION AND LIABILITY WAIVER
1. Proposers shall carefully read the information contained in this RFP and submit a
complete response to all requirements and questions as directed. Incomplete proposals
may be considered non-responsive and may be rejected in the City’s discretion.
2. All information, documentation, and other materials submitted in response to this solicitation
are considered non-confidential and/or non-proprietary and are subject to public disclosure
after the solicitation is completed.
3. Proposers shall prepare and develop proposals at their sole cost and expense.
4. The City makes no representations of any kind that an award of a contract will be made as
a result of this RFP, or subsequent RFP. The City reserves the right to accept or reject any
or all proposals, waive any formalities or minor technical inconsistencies, and/or delete
any item/requirements from this RFP when deemed to be in City’s best interest.
5. Failure to comply with all requirements contained in this RFP may result in the rejection of
a proposal.
6. A proposal may be modified or withdrawn in person at any time before the scheduled due
date, provided a receipt for the withdrawn proposal signed by the proposer’s authorized
representative. The City reserves the right to request proof of authorization to withdraw
a proposal.
7. The City may evaluate the proposals based on the anticipated completion of all or
any portion of the project. The City reserves the right to divide the project into multiple
parts, to reject any and all proposals and re-solicit for new proposals, or to reject any and
all proposals and temporarily or permanently abandon the project.
8. The City may, in the evaluation of proposals, request clarification from proposers
regarding their proposals, obtain additional material or literature, and pursue other
avenues of research as necessary to ensure that a thorough evaluation is conducted.
9. By submitting a proposal in response to this RFP, the company accepts the evaluation
process, acknowledges and accepts that determination will require subjective judgments
by the City, and waives all right to protest or seek any legal remedies whatsoever regarding
any aspect of this RFP.
10. The City of Rosemead expects the highest level of ethical conduct from proposers, including
adherence to all applicable laws and local ordinances regarding ethical behavior.
11. If an agreement cannot be reached with the highest ranked proposer, City reserves the right
to terminate negotiations with that party and enter into negotiations with the next highest
ranked proposer.
12. Finalists in the selection process may be asked to attend an interview once the RFP process
is complete.
13. Acceptance of any proposal is contingent upon the proposer’s certification and
agreement by submittal of its offer, to comply and act in accordance with all provisions
of the City’s Municipal Code.
All proposals submitted shall be binding for 90 days from the date of submittal.
DRAFT AGREEMENT
Included with this RFP as “Attachment A” is a draft of the Professional Services Agreement that
will be utilized for this contract. Please pay particular attention to the insurance requirements
specified in the draft agreement. It should be noted that this Agreement is subject to change
and revision pursuant to review by the City Attorney.
The proposal process, contract negotiations and execution, and subsequent actions will be
conducted by the City in accordance with applicable law. Contractors should carefully review
this document, which constitutes the formal RFP, to ensure a clear understanding of the City’s
needs and objectives and scope of work.
DIRECTIONS FOR SUBMITTAL OF PROPOSAL
Deadline: Proposals must be received by the City of Rosemead City Clerk’s Office no later
than April 29, 2021 at 3 p.m.
SUBMITTALS:
Three (3) bound copies and one (1) electronic PDF file on flash drive of the proposal in
sealed envelope must be received by the City Clerk’s Office.
CONTACT PERSON:
ATTN: Angelica Frausto-Lupo, Community Development Director
City of Rosemead
8838 E. Valley Boulevard Rosemead, California 91770
(626) 569-2169
afrausto-lupo@cityofrosemead.org
“ATTACHMENT A”
(DRAFT)
CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN CITY OF ROSEMEAD AND
Contractor
I. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2021 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 Contractor
(“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and
collectively as “Parties.”
II. RECITALS.
Contractor.
Contractor 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. Contractor
represents that it is experienced in providing professional services associated with the administration
and implementation of the City’s Federal Grant Programs (CDBG and HOME funds).
Project.
City desires to utilize the services of Contractor as an independent contractor to provide
housing administration and implementation services to the City’s Community Development
Department (“Project”).
III. TERMS.
3. Scope of Services and Term.
General Scope of Services. Contractor 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 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.
Term. The term of this Agreement shall be from DATE to DATE and may be extended for up
to two (2) additional year(s) at the sole discretion of the City, 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.
3.1 Responsibilities of Contractor.
Control and Payment of Subordinates; Independent Contractor. The Services shall be performed
by Contractor or under its supervision. Contractor will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. City retains Contractor on an
independent contractor basis and not as an employee. Contractor retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Contractor shall also not be employees of City and
shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages,
salaries, and other amounts due such personnel in connection with their performance of Services under
this Agreement and as required by law. Contractor shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
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 “B” 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.
Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the
approval of City.
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.
City’s Representative. The City hereby designates the City Manager, or his or her designee, to
act as its representative for the performance of this Agreement (“City’s Representative”). City’s
Representative shall have the power to act on behalf of the City for all purposes under this Contract.
Contractor shall not accept direction or orders from any person other than the City’s Representative or his
or her designee.
Contractor’s Representative. Contractor hereby designates Contractor Staff 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/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.
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.
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 professional 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 certification(s) and that such licenses, certifications
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.
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 therefrom. 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.
3.2 Insurance.
3.2.10.1 Time for Compliance. Contractor 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. 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 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. Total payment to Contractor shall not exceed Contractor’s Proposal which is
hereby incorporated and found in Exhibit “B.” 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. City agrees to compensate Contractor for services under this
Agreement in compliance with the schedule set forth in this Agreement. Payment will be made only after
submission of proper monthly invoices in the form and manner specified by City. City shall endeavor to
pay invoices bearing correct and authorized charges within 30-days of the date they are received;
however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot
guarantee that payment will occur within this time period. City shall not be responsible to Contractor for
any additional charges, interest or penalties due to a failure to pay within such period.
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.
3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the
whole or any part of this Agreement at any time and without cause by giving written notice to Contractor
of such termination, and specifying the effective date thereof, at thirty (30) days before the effective
date of such termination. Contractor may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may
require 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 seven
(7) calendar 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:
Contractor Info
CITY:
City of Rosemead
P.O. Box 399 Rosemead, CA 91770
Attn: City Clerk’s Office
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 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 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.
All reports, documents or other written material developed by Contractor in the performance of this
Agreement shall be and remain the property of City without restriction or limitation upon its use or
dissemination by City. Such material shall not be the subject of a copyright application by Contractor.
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 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.
3.5.4 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. 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 attorney’s 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
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 Contractors. City reserves right to employ other
contractors 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. 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.
3.5.13 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 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.
3.5.14 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 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. 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 therefrom.
3.5.19 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.
3.5.20 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. 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.
[signatures on next page]
CITY OF ROSEMEAD CONTRACTOR
By: By:
Gloria Molleda, City Manager Name Title
Attest:
Ericka Hernandez, City Clerk
Approved as to Form:
Rachel Richman, City Attorney