CC - Item 4E - Amendment No. 1 to Professional Services Agreement for Housing Services (Priscila Davila and Associates)ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGERJ_0
DATE: FEBRUARY 22, 2022
SUBJECT: AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
FOR HOUSING SERVICES (PRISCILA DAVILA & ASSOCIATES)
SUMMARY
On February 4, 2021, a Request for Proposal (RFP) was released for housing services to
administer, implement and manage the HUD - CDBG, HOME, and CDBG-CV programs. On
March 23, 2021, after a thorough review process, the City Council approved a three-year (3)
agreement with a yearly not -to -exceed amount of $80,000 to Priscila Davila and Associates for
the administration and implementation of the HUD programs and activities. Since that time, the
City has been allocated additional $1,222,084 in Federal HOME Investment Partnerships
American Rescue Plan ("HOME -ARP") funds, and the Small Business Assistance Program and
Tenant -Based Rental Assistance activities have increased. Therefore, to effectively implement
the additional funds and increased activities, staff is requesting to increase the yearly $80,000
contract authority to $120,000, which would be paid from the Federal HOME and CDBG funds
and not affect the City's General Fund.
DISCUSSION
On March 23, 2021, the City awarded a three-year (3) agreement to Priscila Davila & Associates
to provide HUD administration services, including tracking federal funding, completing federal
reports (i.e., Annual Action Plan, Consolidated Plan, Analysis of Impediments, Substantial
Amendments, Etc.), initiating drawdowns, and labor compliance monitoring. In addition, the
Consultant assists in processing the Handyman Grant, Owner -Occupied Rehabilitation Loan,
First -Time Homebuyer Programs, and other programs related to CDBG and HOME funds.
In addition to the annual CDBG and HOME funds, in Fiscal Year 2021-22 the City was allocated
$972,328 in CDBG-CV funding to create programs in response to the COVID-19 pandemic. CV
funds have since been used to fund food distribution efforts, rental assistance for Rosemead
residents, and the Small Business Assistance Program ("SBAP") to provide commercial rent
relief to small businesses.
AGENDA ITEM 4.E
City Council Meeting
February 22, 2022
Page 2 of 2
For Fiscal Year 2022-23, Rosemead has been allocated $1,222,084 in new HOME Investment
Partnerships American Rescue Plan ("HOME -ARP") funding. This new funding is intended to
be used to assist individuals or households who are homeless, at risk of homelessness, and other
vulnerable populations, by providing housing, rental assistance, supportive services, and non -
congregate shelter to reduce homelessness and increase housing stability. The City is required to
prepare a HOME -ARP Allocation Plan on how we plan to spend the $1.2M HOME -ARP funds,
and staff will place the matter in an upcoming City Council Agenda for discussion and direction.
The requested Amendment No. I to contract authority increase will fund the HOME -ARP
Allocation Plan preparation and service organization outreach/consultation required to access the
new HOME -ARP funds.
STAFF RECOMMENDATION
It is recommended that the City Council:
1) Authorize the increase in the yearly compensation amount from $80,000 to $120,000,
which would be paid from the Federal HOME, CDBG, CDBG-CV, and HOME -ARP
funding allocation.
FISCAL IMPACT
The City would pay the consultant services costs from the Federal HOME and CDBG funding
allocation. Therefore, there will be no impact to the General Fund.
STRATEGIC PLAN IMPACT
Approving this Professional Services Agreement implements the "Goals" of ensuring the City's
continued financial viability by actively pursuing quality economic development; enhance public
safety and quality of life; and beautify residential neighborhoods and commercial corridors.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Ben Kim
Assistant City Manager/Director of Community Development
Attachment A: Priscila Davila & Associates, Inc., PSA Amendment No. 1
B: Priscila Davila & Associates, Inc. Staff Report and PSA March 23, 2021
Attachment A
Priscila Davila & Associates, Inc.,
Professional Services Agreement
Amendment No.
FIRST AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
(PRISCILA DAVILA & ASSOCIATES, INC.)
This FIRST AMENDMENT ("Amendment") is made and entered into this
day of , 2022 ("Effective Date"), 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 Blvd., Rosemead, California 91770
("City") and Priscila Davila & Associates, Inc. with principal place of business at 1501
North Harbor Blvd., Suite 209, Fullerton, CA 92835 ("Consultant"). City and Consultant
are sometimes individually referred to herein as "Party" and collectively as "Parties."
WHEREAS, City and Consultant entered into an agreement on March 23, 2021, for
HUD programs and Grant Administrative services; and
WHEREAS, this Agreement is set to expire on March 23, 2024.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. Section 3.3.1 Term shall be amended to read:
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this
Agreement and shall not exceed One -Hundred Twenty Thousand Dollars
($120,000) per year and in accordance with Consultant's proposal dated
February 24, 2021. Extra Work may be authorized in writing, as described
below, and will be compensated at the rates and manner set forth in this
Agreement.
SECTION 2. All other terms, conditions, and provisions of the Original Agreement not in
conflict with this Addendum, shall remain in full force and effect.
SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter
the same shall be in full force and effect.
IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first above
written.
CITY OF ROSEMEAD
Gloria Molleda, City Manager Date
Attest:
Ericka Hernandez, City Clerk Date
Approved as to Form:
Rachel Richman
City Attorney
Date
2
PRISCILA DAVILA & ASSOCIATE, INC.
M
Name:
Title:
[If Corporation, TWO
SIGNATURES, President OR
Vice President AND Secretary,
AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
M
Name:
Title:
Attachment B
Priscila Davila & Associates, Inc.
Staff Report and Professional Services Agreement
March 23, 2021
ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGER, y�
DATE: March 23, 2021
SUBJECT: ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT TO
PRISCILA DAVILA AND ASSOCIATES FOR ADMINISTRATION AND
IMPLEMENTATION OF THE CITY'S FEDERAL GRANT PROGRAMS —
CDBG/HOME PROGRAMS AND ACTIVITIES
SUMMARY
The City of Rosemead is an Entitlement City through the Federal Housing and Urban
Development (HUD) Grant Programs. As such, the City receives Community Development
Block Grant (CDBG) funds and HOME Investment Partnerships Act Program (HOME) funds.
For the fiscal year 2020-2021, the City of Rosemead received $754,104 in CDBG and $356,613
in HOME funds to implement various programs and activities. The City also received a special
allocation of $443,682 in the first round of CDBG coronavirus (CDBG-CV) grants for
implementation during this fiscal year. Recently, the City received notification of CDBG-CV
Round 3 allocation of $528,646. (Round 2 CARES Act funding was issued to states from the
Department of Treasury rather than directly to entitlement cities and local jurisdictions through
HUD's CDBG Program.) Under a Professional Services Agreement (PSA), a professional
housing consultant that is up-to-date on federal regulations would assist the City in the
administration, programming, and implementation of the HOME and CDBG funding and
activities. The cost of services would be paid from the HOME and CDBG funds.
BACKGROUND
In the fiscal year 2018, the City brought on Michael Baker International (MBI) to administer and
implement the City's CDBG and HOME Programs on a three-year contract at $80,000 per year.
In September 2019, the City brought on Priscila Davila and Associates (PDA) to assist MBI with
the CDBG and HOME program activities at $30,000 for a one-year contract. The scope of work
of the two firms was different. MBI was responsible for HUD administration including tracking
the federal funding; completing federal reports (i.e., Annual Action Plan, Consolidated Plan,
Analysis of Impediments, Substantial Amendments, etc.); conducting drawdowns; and ensuring
labor compliance. PDA was brought on board to manage the daily activities associated with the
Handyman Grant, Owner -Occupied Rehabilitation Program, and First Time Home Buyer
Program. To streamline CDBG and HOME activities with HUD reporting requirements, staff
AGENDA ITEM 4C
City Council Meeting
March 23, 2021
Page 2 of 4
determined it would be best to work with only one consulting firm and the Agreement with MBI
was terminated.
The City has an existing contract with PDA, however, it is set at $30,000 and is not sufficient to
cover the HUD reporting requirements previously managed by MBI. Additionally, there are
significantly higher costs associated with the administration and implementation of the CDBG-
CV funds and activities. Therefore, on February 4, 2021, the City released Request for Proposals
(RFP) No. 2021-01 soliciting bids from qualified and interested consultants to provide
professional services associated with the administration of the City's Federal Grant Programs
(CDBG, HOME, and CDBG-CV funds). The City received two responses to RFP No. 2021-01.
After careful consideration of each proposal, including but not limited to, responses to the RFP
requirements, firm's history, ability to provide services, staff qualifications, fee structure, and
interviews with both firms, staff believes that entering into a three-year Professional Services
Agreement with Priscila Davila and Associates would be the best course of action for the City at
this time due to the firm's experience with HUD CDBG and HOME program funds.
DISCUSSION
Reauest for Proposal ("RFP") No. 2021-01
The said RFP was released on February 4, 2021, with posting on the City's website and
distribution to four prospective firms. Proposals were due to the City Clerk's Office on February
25, 2021, where two proposals were received and remained unopened until after the 10:00 a.m.
deadline. No proposal was received after the deadline. All received proposals are on file with the
City Clerk's office for public record and review.
Consultant Proposals
Staff thoroughly reviewed the two submitted proposals and found that both firms demonstrated
the minimum capacity to perform the requested services. The firms showed history and ability to
provide the requested CDBG and HOME administration, implementation, and reporting
functions as required by HUD. The following is a summary of the two firms:
Calyptus Consulting Group, Inc. — Calyptus was incorporated in June 1992 and is supported by
fourteen (14) employees across the United States. The firm provides a full range of grants
management services including program implementation, policy recommendations, subrecipient
monitoring, program reporting, procurement, public outreach, among other services. Clients
include Federal Transit Authority, Orange County Transportation Authority, Marin County
Housing Authority, to name a few. The firm office is located in Cambridge, Massachusetts. Mr.
George Harris, firm President, proposed to serve as the main contact and Project Manager
working remotely from Massachusetts. Mr. Harris has over 24 -years of experience in
administering federal grants. Mr. Harris proposed to be supported by three staff. One who would
work remotely from Texas and two local staff who would be available to come into Rosemead
City Hall, as necessary.
City Council Meeting
March 23, 2021
Page 3 of 4
Priscila Davila & Associates, Inc. — Priscila Davila & Associates was founded in 2006 and is
located locally in Orange, CA. The firm, in partnership with Ms. Deborah Sottek, JEDA Works
(DBA Housing Programs), provides HUD related services and is operated by the firm's
principal, Ms. Priscila Davila. Ms. Davila proposed to serve as the main contact and onsite
individual who will provide the direct services to the City of Rosemead. As such she proposed to
be responsible for meeting HUD reporting deadlines, submit required documents to HUD,
prepare drawdowns, labor compliance, and CDBG-CV programs, among others. Ms. Sottek
would focus on the daily CDBG and HOME programs and activities. Ms. Sottek has an active
California Real Estate Broker's license for 20 years and has coordinated over 2,000 escrow
transactions for first-time home buyer, owner -occupied and multi -family rehabilitation programs.
The same partnership is currently providing similar services for the City of Monterey Park,
Newport Beach, and Ontario. Ms. Davila provides services for numerous other cities in the
region, including La Habra, Pomona, Pasadena, among others.
Below is a summary matrix of each firm's hourly billing rates and rates for the key project
component. The consultant staff that would be assigned to the City of Rosemead is noted as
'primary" in bold and italic font.
The two firms demonstrated the minimum requirements to perform the services requested and
responded well to the interviews exhibiting the knowledge and experiences in HUD programs
and activities. Staff interviewed Mr. Harris, President of Calyptus and Ms. Davila and Ms. Sottek
with PDA. While Mr. Harris was knowledgeable in contract management, staff had a few
concerns. First, Mr. Harris said he would serve as the primary contact and Project Manager for
the City of Rosemead but work remotely from Massachusetts. While technology makes working
remotely quite easy, should the City need Mr. Harris to come into the office it may be
problematic. Second, Mr. Harris' firm does have significant experience in federal contract
management, the contracts are primarily in the transportation field. Finally, the proposed hourly
rates for Calyptus are significantly higher than Priscila Davila and Associates.
Staff interviewed both Ms. Davila and Ms. Sottek with PDA and were impressed with their
experience and knowledge of HUD programs and activities. PDA was able to demonstrate more
experience directly related to administering, implementing, and overseeing the daily operations
of successful CDBG and HOME programs. Staff is recommending to retain PDA to assist the
Housing Division in administering the HUD CDBG and HOME programs and activities.
As mentioned previously, the City had a one-year contract with PDA from September 2019 to
October 2020. Since that time, PDA has continued to provide the Housing Division temporary
Calyptus Consulting
Priscila Davila &
Group
Associates
Director/President/Sr. VP
$150
$75 (for both Ms. Davila and
Ms. Sottek
Grant Analyst
$125
-----
Estimated Total Project Cost
$277,000
-----
Per Year
The two firms demonstrated the minimum requirements to perform the services requested and
responded well to the interviews exhibiting the knowledge and experiences in HUD programs
and activities. Staff interviewed Mr. Harris, President of Calyptus and Ms. Davila and Ms. Sottek
with PDA. While Mr. Harris was knowledgeable in contract management, staff had a few
concerns. First, Mr. Harris said he would serve as the primary contact and Project Manager for
the City of Rosemead but work remotely from Massachusetts. While technology makes working
remotely quite easy, should the City need Mr. Harris to come into the office it may be
problematic. Second, Mr. Harris' firm does have significant experience in federal contract
management, the contracts are primarily in the transportation field. Finally, the proposed hourly
rates for Calyptus are significantly higher than Priscila Davila and Associates.
Staff interviewed both Ms. Davila and Ms. Sottek with PDA and were impressed with their
experience and knowledge of HUD programs and activities. PDA was able to demonstrate more
experience directly related to administering, implementing, and overseeing the daily operations
of successful CDBG and HOME programs. Staff is recommending to retain PDA to assist the
Housing Division in administering the HUD CDBG and HOME programs and activities.
As mentioned previously, the City had a one-year contract with PDA from September 2019 to
October 2020. Since that time, PDA has continued to provide the Housing Division temporary
City Council Meeting
March 23, 2021
Page 4 of 4
and limited services to ensure that the City is in compliance with HUD deadlines, while we
prepared to release the RFP.
STAFF RECOMMENDATION
Staff recommends that the City Council Authorize the City Manager to execute a Professional
Services Agreement with Priscila Davila and Associates to administer, implement and manage
HUD CDBG, HOME and CDBG-CV programs and activities with an annual not -to -exceed
contract amount of $80,000 per year for a term of three (3) years with two (2) one-year options.
FISCAL IMPACT
The City of Rosemead, as an Entitlement City, receives annually HUD CDBG and HOME funds.
For Fiscal Year 2020-2021, the City received $754,104 in CDBG and $356,613 in HOME funds.
Of such funds, CDBG rules allow for 20% to be used for Program Administration Costs ("PAC")
and HOME rules allow for 10% to be used for similar PAC costs. CDBG and HOME rules also
allow approximately 16% to 20% of the CDBG and HOME program activity budget to
reimburse staff/consultant costs (referred to as Activity Delivery Costs or "ADC"). The
consultant service costs would be paid out of the said PAC and/or ADC allocations of the annual
CDBG and HOME grants.
STRATEGIC PLAN IMPACT
None.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
( n'
of Community
Attachment A: Request for Proposal (RFP) No. 2021-01
Attachment B: Proposal from Calyptus Consulting Group, Inc.
Attachment C: Proposal from Priscila Davila & Associates, Inc.
Attachment D: Professional Services Agreement with Priscila Davila & Associates, Inc.
PROFESSIONAL SERVICES AGREEMENT
HUD PROGRAMS AND GRANT ADMINISTRATIVE SERVICES
(PRISCILA DAVILA & ASSOCIATES, INC.)
1. PARTIES AND DATE.
This Agreement is made and entered into this 2#'% day of March, 2021
("Effective Date") 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 Priscila Davila &
Associates, Inc. with its principal place of business at 34 Plaza Square, Orange, CA
92866 ("Consultant"). City and Consultant are sometimes individually referred to herein
as "Party" and collectively as "Parties."
2: RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing HUD Programs and
Grant Administrative Services to public clients and is experienced and holds the duly
required licenses and certifications to perform the said services.
2.2 Project.
City desires to engage Consultant as an independent contractor to provide HUD
Programs and Grant Administrative services to the City of Rosemead ("Project").
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to .the City, all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the Project ("Services"). The Services are more particularly
Priscila Davila & Associates, Inc.
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described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be for a three (3) year time
period with the option of up to two (2) one-year extensions from the Effective Date unless
earlier terminated as provided herein. Consultant shall complete the Services within the
term of the Agreement, and shall meet any other established shcedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement for cause. As discussed below, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are
determined by the City to be uncooperative, incompetent, a threat to the adequate or
Priscila Davila & Associates, Inc.
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timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City
Manager, or his or her designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act
on behalf of the City for all purposes under this Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant warrants that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, - rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
Priscila Davila & Associates, Inc.
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provisions of this Agreement, from any claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning
of and for the duration of this Agreement insurance coverage as specified in Exhibit B
attached to and part of this agreement.
3.2.11 Safety: 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
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed Eighty Thousand Dollars ($80,000.00) and in accordance with Consultant's
proposal dated February 24, 2021. Extra Work may be authorized in writing, as described
below, and will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 45 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Consultant is aware of the requirements of
Priscila Davila & Associates, Inc.
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California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on "public
works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the
total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant shall
make copies of the prevailing rates of per diem wages for each craft; classification or type
of worker needed to execute the Services available to interested parties upon request,
and shall post copies at the Consultant's principal place of business and at the project
site. Consultant shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which have
been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in connection
with the performance of Services under this Agreement. Consultant shall be required to
provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Priscila Davila & Associates, Inc.
34 Plaza Square
Orange, CA 92866
Attn: Priscila Davila
Tel: (562) 673-3388
CITY:
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property:
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use -not within the purposes
intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
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confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all costs of such action.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse City and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers, employees,
agents or volunteers.
3.5.7 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
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the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence: Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants: City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors, and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries: There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Consultant maintains and warrants that it has
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not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its employees
or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer
as required under state law in the performance of the Services. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For
the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. Consultant shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement: Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[Signatures on next page]
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CITY OF ROSEMEAD
PRISCILA DAVILA & ASSOCIATES,
INC.
. T LJx, o�- `l'-1 -a. I
By. Z 3
Gloria Molleda, City Manager D to Date
Attest:
21
City Clerk Date
Approved as to Form:
Rachel Richm n Date
City Attorney
Name: "%SC\ 0. 0.V \ o•
Title: W �1
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
By:
Name:
Title:
EXHIBIT A
PROPOSAL FOR SERVICES/RATE SCHEDULE/RESUME
The Consultant shall provide HUD Programs and Grant Administrative services to the
City of Rosemead ("Project").
(Attachment of proposal dated February 24, 2021 forthcoming)
A-1
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so. Consultant acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance: Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG
00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must
include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
Automobile liability insurance: Consultant shall maintain automobile insurance at least as
broad as Insurance Services Office form CA 00 01 covering bodily injury and property
damage for all activities of the Consultant arising out of or in connection with Work to be
performed under this Agreement, including coverage for any owned, hired, non -owned or
rented vehicles, in an amount not less than 1,000,000 combined single limit for each
accident.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages. Any
such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum $25,000 self-insured retention
for liability not covered by primary but covered by the umbrella. Coverage shall be
provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits.
Policy shall contain a provision obligating insurer at the time insured's liability is
determined, not requiring actual payment by the insured first. There shall be no cross
liability exclusion precluding coverage for claims or suits by one insured against another.
Coverage shall be applicable to City for injury to employees of Consultant, subconsultants
or others involved in the Work. The scope of coverage provided is subject to approval of
City following receipt of proof of insurance as required herein. Limits are subject to review
but in no event less than $1 Million per occurrence.
Professional Liability or Errors and Omissions insurance as appropriate shall be written
on a policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" -as designated in the
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policy must specifically include work perFormed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on
behalf of the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the state of California and with an A.M. Bests rating of A- or better
and a minimum financial size Vll.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010.
Consultant also agrees to require all contractors, and subcontractors to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
of subrogation prior to a loss. Consultant agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been
first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior
written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to City at or
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prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled at any time
and no replacement coverage is provided, City has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this or any
other agreement and to pay the premium. Any premium so paid by City shall be
charged to and promptly paid by Consultant or deducted from sums due
Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any
cancellation of coverage. Consultant agrees to require its insurer to modify such
certificates to delete any exculpatory wording stating that failure of the insurer to
mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party involved with
the project who is brought onto or involved in the project by Consultant, provide
the same minimum insurance coverage required of Consultant. Consultant agrees
to monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this section.
Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self -insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees that
it will not allow any contractor, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated
by this agreement to self -insure its obligations to City. If Consultant's existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or selfinsured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the contract to change
the amounts and types of insurance required by giving the Consultant ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be deemed
to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
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14. Consultant acknowledges and agrees that any actual or alleged failure on the part
of City to inform Consultant of non-compliance with any insurance requirement in
no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five
days of the expiration of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this agreement and are intended by the parties here to be
interpreted as such.
20.The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not
the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or
.other amounts with respect thereto.
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Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
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