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2500 - Southern California Housing Rights Center - CDBG FundsPROFESSIONAL SERVICES AGREEMENT FAIR HOUSING (SOUTHERN CALIFORNIA HOUSING RIGHTS CENTER) 1. . PARTIES AND DATE. This Agreement is made and entered into this 1st of July 2023 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 Southern California Housing Rights Center with its principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2, RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title 1 of the Housing and Community Development Act. of 974 (41 U.S.C. 5301-5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services in the amount of $10,922.00 for FY 2023-24. Consultant is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit A and incorporated herein by reference. 2.2 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 Fair Housing Services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Consultant to render Fair Housing activities ("Services") as set forth in this Agreement. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 2 of 18 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 Fair Housing Services necessary for the City, herein referred to as "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 National Objectives. All activities funded with CDBG funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR 570.208, The Consultant certifies that the activities carried out under this Agreement will meet one or more of the sited National Objections. 3.1.3 Term. The term of this Agreement shall be for a one-year time period from July 01, 2023 to June 30, 2024 at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.1.4 Suspension and Termination. According to 24 CFR 85.43 suspension or termination may occur if the Consultant materially fails to comply with any term of the this Agreement. This Agreement may also be terminated for the City's convenience, consistent with 24 CFR 85.44. 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. The 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 3 of 18 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 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. The key personnel for performance of this Agreement is as follows: Chancela AI -Mansour, Executive Director. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 4 of 18 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, the Consultant shall perform, at its own cost and expense and without reimbursement from the City, the 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 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: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (8) 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. 3.2.12 Retention of Records and Reports: Consultant shall maintain the following records and reports to assist the City in maintaining its record keeping Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 5 of 18 requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Consultant must establish and maintain, on a current basis, and adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A-122. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documents for non -personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Consultant shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Consultant shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Consultant agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Consultant shall comply with the program income requirements set for in 24 CFR 570.504(c). At the end of the Agreement expiration/termination, Consultant shall remit all and any program income balances (including investments thereof) held by Consultant (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs) as required §570.503 (b)(S). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Consultant shall transfer to the City any CDBG funds on hand at the time of expiration Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tille: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 6 of 18 and any accounts receivable attributable to the use of CDBG funds, including any real property under the Consultant's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Consultant in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in 24 CFR 570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of 24 CFR 570.503, in which event the Consultant shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required afer period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. Consultant shall comply with applicable uniform administrative requirements as described in 24 CFR 84 as modified by 24 CFR 570.502(b), OMB Circular A-122 Cost Principals for Non -Profit Organizations, and OMB Circular A-133 Audits of States, Local Governments and Non -Profit Organizations. 3.2.16 Compliance with Applicable Laws. Consultant agrees to comply fully with all applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 CFR 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. Consultant shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. Consultant shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. Consultant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in 24 CFR 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Consultant shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Consultant shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided by the program or activity. Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 7 of 18 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to other under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Consultant may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Consultant, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits of, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendment thereto. (E) In administrating a program or activity funded in whole or in part with CDBG funds regarding which the Consultant has previously discriminated against persons on the grounds of race, color, national origin or sex, the Consultant must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, Consultant in administrating a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, Consultant has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Consultant shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area of specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Nothwithstanding anything to the contrary in Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 8of18 Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Consultant from maintaining or construction separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Consultant shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Consultant agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of Consultant, sate that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Consultant shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Consultant shall furnish to the city all information and reports required by Executive Order 11246 of September 24, 1965. And by the related rules, regulation, and orders. (F) In the event of Consultant's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Consultant may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Consultant shall include the provisions of Section 3.2.18.2(A) -(F) in every sub -contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub -contractor rider as the City may direct as a means of enforcing such Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Centel- Page enterPage 9 of 18 provisions including sanctions for non-compliance. Provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a sub -contractor or vendor as a result of such direction by the City, Consultant may request the Unites States to enter into such litigation to protect the interest of the United States. (H) Consultant shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). ( I ) Consultant shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Consultant's failure to comply with any rules, regulations, or orders required to be complied with pursuant to the Agreement, city may cancel, terminate, or suspend in whole or in part its performance and Consultant may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 3.2.19 Ineligibility of Consultant. Consultant shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 CFR Part 24. 3.2.20 Assignability. Consultant shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of the City; provided, however, that claims for money are to become due to Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Consultant shall comply with all applicable conditions prescribed by HUD under 24 CFR 570.2000) and 24 CFR 5.109 for the use of CDBG funds by religious organization if Consultant is a religious organization. 3.2.22 Licensing. Consultant agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of interest & Procurement Standards and Methods. In the Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 10 of 18 procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular A-110, and provisions of 24 CFR 84.82; 24 CFR 570.502 and 570.611 shall apply. 3.2.24 Other Program Requirements. Consultant shall carry out contract activities in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, except the following: (i) Consultant does not assume the City's environmental responsibilities; and (ii) Consultant does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $10,922.00. 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 quarterly 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 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, Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page -11 of 18 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. 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: Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, CA 90010 Attn: Chancela AI -Mansour, Executive Director Catalog ofFederal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 12 of • 18 Wr" Tel: (213) 387-8400, ext. 1111 City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim, 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 Compliance with Federal and State Law and Certification and Assurances. Consultant stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 CFR Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONSULTANT and City agree to cooperate to the fullest extent possible to ensure compliance with all Federal requirements. Consultant further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities. (C) Requirements relating to the maintenance of a drug-free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et.seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in the Agreement by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (1) Program Income - Transfers of grant funds by the City to the Consultant shall be adjusted according to the principles described in 24 CFR 507.504 (b)(2)(i). Any program income on hand when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section 3.2.13 of this Agreement and 24 CFR 507.503(b)(8). (J) Compliance with applicable uniform administrative requirements as Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 13 of 18 described in 24 CFR Part 570.502(b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Consultant does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570 2. The Consultant does not assume the City responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement the Consultant shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Consultant's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.208 of 24 CFR Part 570 until five (5) years after the expiration of.this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M) Other Federal Acts applicable to projects funded with CDBG funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by 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. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 14 of 18 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. 3.5.5 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.7 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. 3.5.8 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.9 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence: Time is of the essence for each and every provision of this Agreement. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 15 of 18 3.5.11 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.12 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer: 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. 3.5.14 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to 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. 3.5.15 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties, 3.5.16 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 16 of 18 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. 3.5.20 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. 3.5.21 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. 3.5.22 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. 3.5.23 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Housing Rights Center Page 17 of 18 [Signatures on next page] Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Page 18 of 18 CITY OF ROSEMEAD By:/ 2 Ben Ki ity Manager Da e Attest: City Clerk: Approved as to Form: aelv MVS Rachel Richman City Attorney SUBRECIPIENT B ate Name: be-fty-k 15 pe,2Cz Title: 9f�e— S � d -en r [If Corporation, TWO SIGNATURES, President OR Vice President. AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Date B Name: Lbloj—t Title: Se-C.CeACLi2-CA EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME 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. C-1 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 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. Best 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: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. 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. C-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. S. 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 self-insured 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. C-3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 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 C-4 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5 �6 6 A� a CERTIFICATE OF LIABILITY INSURANCE OATE(MMDD YYY) 7/24/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC-NAME:PHONENo, 500 N Brand Boulevard, Suite 100 Glendale CA 91203 CONTACT .8I8-539.2300 ac NR :8I8-539-2301 IUCEMAIL ADDRESS: INSURERS AFFORDING COVERAGE NAICM 7/1/2023 INSURER A: Philadelphia Indemnity Insurance Company 18058 LimnseM: OD69293 INSURED SOUTCAL-50 Southern Califomia Housing Rights Center, Inc. 3183 Wilshire Blvd, Suite #196 #k22 INSURER B, AmTrust Group INSURER : Atlantic Specialty Insurance Company 27154 PERSONAL S ADV INJURY $1,000,000 Los Angeles CA 90010-1404 INSURER D: INSURER E: $ INSURER F ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY COVERAGES CERTIFICATE NUMBER: IR35659986 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVDSUM POLICYNUMBER MMIDDY LICY UP MMfDD/YYYV LIMITS A X COMMERCIAL GENERAL LIABILITY F�7 CLAIMS -MADE OCCUR V PHPK2574539 7/1/2023 7/1/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO PREMISES Ea6NTED occurrence $1,000,000 MED EXP (My one person) $20,000 PERSONAL S ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ jECT El LOC OTHER GENERALAGGREGATE $3,000,000 PRODUCTS - COMPIOP AGG $3,000,000 $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PHPK2574539 7/1/2023 7/1/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per parson) $ BODILY INJURY (Per accident) $ P OPE.citlen DAMAGE $ ICAUTOMOBILELMBILnV X UMBRELLALWB EXCESS LIAB X OCCUR CLAIMS -MADE PHUS871820 7/1/2023 7/1/2024 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED X RETENTION$ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANVPROPRIETORIPARTNEWEXECUTIVE OFFIOEWMEMBEREXCLUDED? (Mandatory in Ni If yes, describe under DESCRIPTION OF OPERATIONS below N/A TWC4115929 7/1/2023 7/1/2024 10 STATUTE ETHR EL EACH ACCIDENT 81,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT $1,000,000 Professional liability MML2984023 7/1/2023 7/1/2024 aggregate Limit $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate Holder is an Additional Insured as respects above policies, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. Trrar ArE unr nee CANCFI LATION qi, TB66-2OT5 ACORD C ORPORMrrVR. nu ngmarcam ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead 8838 E. Valley Blvd Rosemead CA 91770 AUTHORIZED REPRESENTATIVE qi, TB66-2OT5 ACORD C ORPORMrrVR. nu ngmarcam ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK2574539 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Rosemead Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations, or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 0 Insurance Services Office, Inc., 2012 Page17 of 30 E M 5 Q' O CIVIC PRIDE *1,4:�� / /NCORPORATED'j9P9 PROFESSIONAL SERVICES AGREEMENT FAIR HOUSING (SOUTHERN CALIFORNIA HOUSING RIGHTS CENTER) 1. PARTIES AND DATE. This Agreement is made and entered into this 26 day of March, 2019 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 Southern California Housing Rights Center with its principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development(hereinafter"HUD") pursuant to Title.I of the Housing and Community Development Act of 974 (41 U.S.C. 5301-5320) as amended (hereinafter "ACT"). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services in the amount of$10,000 for the FY 2019-20. Consultant is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit A and incorporated herein by reference. 2.2 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 Fair Housing Services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.3 Project. City desires to engage Consultant to render Fair Housing activities ("Services") as set forth in this Agreement. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 2 of 18 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 Fair Housing Services necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 National Objectives. All activities funded with CDBG funds must meet one of the CDBG program's National Objectives: benefit low- and moderate-income persons; aid in the prevention elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR 570.208. The Consultant certifies that the activities carried out under this Agreement will meet one or more of the sited National Objections. 3.1.3 Term. The term of this Agreement shall be fora one-year time period from July 01, 2019 to June 30, 2020 at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.1.4 Suspension and Termination. According to 24 CFR 85.43 suspension or termination may occur if the Consultant materially fails to comply with any term of the this Agreement. This Agreement may also be terminated for the City's convenience, consistent with 24 CFR 85.44. 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 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 3 of 18 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 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. The key personnel for performance of this Agreement is as follows: Chancels Al-Mansour, Executive Director. 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 4 of 18 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 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: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving 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. 3.2.12 Retention of Records and Reports: Consultant shall maintain the following records and reports to assist the City in maintaining its record keeping Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 5 of 18 requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Consultant must establish and maintain, on a current basis, and adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A-122. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Consultant shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Consultant shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Consultant agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Consultant shall comply with the program income requirements set for in 24 CFR 570.504(c). At the end of the Agreement expiration/termination, Consultant shall remit all and any program income balances (including investments thereof) held by Consultant (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs) as required §570.503 (b)(8). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Consultant shall transfer to the City any CDBG funds on hand at the time of expiration Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 6 of 18 and any accounts receivable attributable to the use of CDBG funds, including any real property under the Consultant's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Consultant in the form of a loan) in excess of$25,000 is either: (i) Used to meet one of the national objectives in 24 CFR 570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of 24 CFR 570.503, in which event the Consultant shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of , or improvement to, the property. The payment is program income to the City (No payment is required afer period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. Consultant shall comply with applicable uniform administrative requirements as described in 24 CFR 84 as modified by 24 CFR 570.502(b), OMB Circular A-122 Cost Principals for Non-Profit Organizations, and OMB Circular A-133 Audits of States, Local Governments and Non-Profit Organziations. 3.2.16 Compliance with Applicable Laws. Consultant agrees to comply fully with all applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 CFR 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. Consultant shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. Consultant shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. Consultant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in 24 CFR 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Consultant shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Consultant shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided by the program or activity. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 7 of 18 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to other under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Consultant may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Consultant, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits of, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendment thereto. (E) In administrating a program or activity funded in whole or in part with CDBG funds regarding which the Consultant has previously discriminated against persons on the grounds of race, color, national origin or sex, the Consultant must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, Consultant in administrating a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG funding applies, Consultant has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Consultant shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area of specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Nothwithstanding anything to the contrary in Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 8 of 18 Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Consultant from maintaining or construction separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Consultant shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Consultant agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of Consultant, sate that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Consultant shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Consultant shall furnish to the city all information and reports required by Executive Order 11246 of September 24, 1965.And by the related rules, regulation, and orders. (F) In the event of Consultant's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Consultant may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Consultant shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub-contractor rider as the City may direct as a means of enforcing such Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 9 of 18 provisions including sanctions for non-compliance. Provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a result of such direction by the City, Consultant may request the Unites States to enter into such litigation to protect the interest of the United States. (H) Consultant shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). ( I ) Consultant shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Consultant's failure to comply with any rules, regulations, or orders required to be complied with pursuant to the Agreement, city may cancel, terminate, or suspend in whole or in part its performance and Consultant may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 3.2.19 Ineligibility of Consultant. Consultant shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 CFR Part 24. 3.2.20 Assignability. Consultant shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of the City; provided, however, that claims for money are to become due to Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Consultant shall comply with all applicable conditions prescribed by HUD under 24 CFR 570.200(j) and 24 CFR 5.109 for the use of CDBG funds by religious organization if Consultant is a religious organization. 3.2.22 Licensing. Consultant agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of interest & Procurement Standards and Methods. In the Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 10 of 18 procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment 0 of OMB Circular A-110, and provisions of 24 CFR 84.82; 24 CFR 570.502 and 570.611 shall apply. 3.2.24 Other Program Requirements. Consultant shall carry out contract activities in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, except the following: (i) Consultant does not assume the City's environmental responsibilities; and (ii) Consultant does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $10,000.00. 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 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, Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 11 of 18 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. 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: • Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, CA 90010 Attn: Chancela Al-Mansour, Executive Director Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 12 of 18 Tel: (213) 387-8400, ext. 1111 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Angelica Frausto-Lupo Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Consultant stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 CFR Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONSULTANT and City agree to cooperate to the fullest extent possible to ensure compliance with all Federal requirements. Consultant further warrants that it will comply with the following requirements: (A)Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities. (C)Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et.seq., and EPA regulations in 40 CFR Part 40, as amended. (G)Requirements forbidding interests in the Agreement by City and local government officials. (H)Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (I) Program Income—Transfers of grant funds by the City to the Consultant shall be adjusted according to the principles described in 24 CFR 507.504 (b)(2)(i). Any program income on hand when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section 3.2.13 of this Agreement and 24 CFR 507.503(b)(8). (J) Compliance with applicable uniform administrative requirements as Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 13 of 18 described in 24 CFR Part 570.502(b). (K)Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Consultant does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570 2. The Consultant does not assume the City responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement the Consultant shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Consultant's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must be either: (1) used to meet one of the National Objectives in Section 570.208 of 24 CFR Part 570 until five (5) years after the expiration of this agreement; or(2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with CDBG funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by 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. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 14 of 18 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. 3.5.5 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.7 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. 3.5.8 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior - negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.9 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence: Time is of the essence for each and every provision of this Agreement. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 15 of 18 3.5.11 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.12 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer: 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. 3.5.14 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to 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. 3.5.15 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be bindingunless executed in writing and signed by both Parties. 3.5.16 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the. remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 16 of 18 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. 3.5.20 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. 3.5.21 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. 3.5.22 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. 3.5.23 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 17 of 18 [Signatures on next page] Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Housing Rights Center Page 18 of 18 CITY OF ROSEMEAD CONTRACTOR B �� ► ZOZD By �GZ /A72AO Y• � � rw: coria Molleda, City Manage late Date Name: v1Ge..h 44-/ wVie_ Attest: 612Z1112.020Title: 1` L/1/(e-- (D))46 City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: 09/RoZo Name: Rachel Richman Date City Attorney Title: Catalog of Federal Domestic Assistance(CFDA)Number:14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME A-1 U.S. Department of Housing &Urban Development Listing of Proposed Projects PROJECT ID PROGRAM YEAR HUD MATRIX 2 2019 21D PRIORITY NEED Public Service TARGET AREAS INCLUDED El Eligible Low and Moderate-Income Block Grant ©Community Wide PROJECT TITLE Southern California Housing Rights Center PROJECT DESCRIPTION Provides funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing counseling Program in the City of Rosemead. ANNUAL GOALS SUPPORTED ❑Planning &Administration ❑Increase Public Service for Seniors ®Expand Fair Housing Choice and Access ❑Affordable Owner Housing CI Repair Aging Housing Infrastructure ❑Community Housing Development Org ❑Increase the Supply of Lead Safe Housing (CHDO)-Admin ❑Code Enforcement ❑Support Community Housing Development Org ❑Increase Public Services for the At-Risk-Youth (CHDO) ❑Prevent Homelessness ❑Acquisition of Land r PRIORITY NEEDS ADDRESSED CI Housing Needs ❑Supportive Service Needs ❑Affordable Owner Housing Needs ❑Homeless Needs CI Renter Needs ❑Economic Development Needs ❑Fair Housing Needs GOAL OUTCOME INDICATOR QTY UNIT OF MEASURES Public services activities other than Low/Mod Income Housing 75 Persons Assisted Benefit START DATE: ESTIMATED AMOUNT& RESOURCES 7/1/2019 CDBG $10,000 TARGET DATE COMPLETED: HOME 6/30/2020 OTHER TOTAL $10,000 Community Development Department Project Listed in the Annual Action Plan City of Rosemead FY 2019—2020 CITY OF ROSEMEAD 8838 E.Valley Boulevard Rosemead,CA 91770 (626)569-2102 ppiatt@cityofrosemead.org NON-PROFIT COMMUNITY SERVICE ORGANIZATION REQUEST FOR FUNDING FISCAL YEAR 2019-2020 Legal Name of Organization: Southern California Housing Rights Center Tax ID#: 95-2572642 DUNS#: 944936798 Address: 3255 Wilshire Blvd.,Suite_1150,Los Angeles,CA 90010 Executive Director: Chancela Al-Mansour Contact Name: Chancela Al-Mansour Telephone: (213)387-8400,ext. 1111 Fax: (213)381-8555 Email: calmansour@housingrightscenter.org housingrightscenter.org Purpose of Organization: The Housing.Rights Center's purpose is to promote equalopportunity in housing by affirmatively fiu•thering fair housing. We doth is by offering City of Rosemead residents services from our four key areas: (1)Discrimination Complaint Investigation, (2)Fair Housing Legal Services;(3)Landlord/Tenant Fair Housing Counseling,and (4)Education and Outreach. (See Exhibit 1, Proposal) Enter"X"by the appropriate designation: X Non-profit organization For-profit organization Enter"X" by all that apply: A faith-based organization An institution of higher education _X_Not Applicable TOTAL UNDUPLICATED ROSEMEAD CLIENTS: FY 17-18 128 (Please Complete Attached Backup—Performance Report) (Est.) FY 18-19 150 ROSEMEAD FY 2018-2019 FINANCIAL SUPPORT: $10,000 FY 2019-2020 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: $10,000 AGENCY TOTAL BUDGET FOR FISCAL YEAR 2018-2019: 2,136,404 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 1 1. State the Agency's mission,goals and major objectives. In addition,describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Mission Statement: The Housing Rights Center's mission is to actively support and promote fair housing through education and advocacy, to the end that all persons have the opportunity to secure the housing they desire and can afford, without discrimination based on their race, color, religion, gender, sexual orientation, national origin, familial status, marital status, disability, ancestry, age, source of income, or other characteristics protected by law. Goals: (1) HRC will assist a minimum of 100 Rosemead residents with housing discrimination and landlord/tenant concerns; (2) At least 12% of Rosemead clients will be assisted in languages other than English; and, (3) At least 90% of Rosemead residents who complete an evaluation about Rosemead housing rights workshop will rate the information provided as being useful. Objectives: To educate/inform as many Rosemead residents as possible about the fair housing laws. Programs designed to meet goals and objects: 1. Documentation of Activities HRC's comprehensive intake database includes a reporting component that makes the production of statistics and other diagnostic data accurate and efficient. Statistical reports will include all demographic and complaint issue data, which will facilitate the analysis of trends and emerging needs. HRC also tracks all outreach activities in a database that allows us to track our activities by event type. 2. Documentation of Discrimination Complaints HRC will continue our practice of maintaining complete and organized case files. Our case files adhere to a strict format, which facilitates case management and review. Case files include all relevant documents and materials produced in the investigation and resolution of our cases. 2. Briefly explain any new programs or services to Rosemead residents during FY 2018-2019. Are any planned for FY 2019-2020? In January 2018,HRC was awarded a HUD FHIP grant that will enable it to conduct more random audit testing in and around Rosemead to determine if Rosemead residents face housing discrimination of which they may be unaware. HRC will: conduct on-site and phone systemic testing in areas within L.A.County; recruit and train fair housing testers; refer cases to HUD that show evidence of housing discrimination; perform disability related testing to determine if the deaf and hard of hearing are being discriminated against in rental application housing and to perform more outreach and education activities. If a Rosemead resident contacts I-IRC to complain about potential discrimination and does not want to be named or identified to the landlord,HRC can use these non-Rosemead CDBG funds to investigate the alleged discriminatory activity. In 2018, HRC will continue to update its website to provide more materials and information in non- English languages and to make filing a complaint with HRC even easier for Rosemead residents. 3. How are clients referred to your agency? Clients find their way to HRC via: 1.City Of Rosemead staff and partner agency referrals; 2.HRC Website(www.housingrightscenter.org)which can be found in a variety of ways,for example,by going to the city's webpage"At Your Service/Housing/Fair Housing Services"and clicking on our link or by using an internet search engine; Phone Listing,Outreach Events, Community Organizations,Public Service Announcements and Press Releases, literature distribution,word-of-mouth. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 4. List and explain any major changes in funding patterns or expenditures There have been no major changes in funding patterns or expenditures. 5. Listniajof sources.of funding,and the ainotint(L .,Cities,county,state,federal,fundraising,etc.) YEAR FUi DI'N'G SOUiRC.E, AMOUNT R€C;EIVla 18/19 Alhambra $25,000 18/19 Baldwin Park $7,500 18/19 Burbank $20,000 18/19 Carson $45,380 18/19 El Monte $27,000 18/19 FHIP Grant—HUD - $300,000 18/19 South Pasadena $10,000 18/19 Glendale $20,000 18/19 Glendora $15,000 18/19 Hawthorne $30,000 18/19 Inglewood. $62,500 18/19 Lancaster $35,000 18/19 Los Angeles City $700,500 18/19 Los Angeles County $200,000 18/19 Montebello $20,000 18/19 Monterey Park $10,000 18/19 Oxnard $29,000 18/19 Palmdale $31,774 18/19 Pasadena $50,400 18/19 Pasadena Mediation $22,000 18/19 Pico Rivera $10,500 18/19 Pomona $20,000 18/19 Redondo Beach $20,000 18/19 Rosemead $10,000 18/19 Santa Clarita $20,000 18/19 Ventura City $10,000 18/19 Ventura County $57,000 18/19 West Covina $10,000 18/19 Whittier $10,000 18/19 Fundraising, Training Fees, etc. $307,850 6. What facilities in Rosemead are used to conduct services? HRC conducts Fair Housing and Ilousing Rights Workshops at the handicap accessible Garvey Community Center.Additionally,HRC distributes fair housing literature to other city locations including city hall,the public library,chamber of commerce,and local CBOs. 7. The proposed Community Service would be provided to: Mark each that apply X Low and Moderate-Income persons or households X Abused Children X Handicapped Persons Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 3 X Illiterate Persons X Battered Spouses X Homeless Persons X Migrant Farm Workers X Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project: More than 100. Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional page if necessary) HRC recently conciliated a case involving a Rosemead resident.The resident was served with a 60-day notice which she believed she received due to ongoing issues of domestic violence with her ex-husband. The resident indicated that she had filed a restraining order against her ex-husband in June of 2018 and that lie was arrested at the property that same month.The resident indicated that,after this incident,the property owner repeatedly asked her if her ex-husband would be returning to the property to which the resident responded that her ex-husband would not be returning. In October of 2018,the resident was served with a notice to vacate. When HRC spoke with the resident, she indicated that she did not wish to remain at the property but that she would like an additional 15 days to vacate.The resident indicated that she packed the majority of her belongings but needed more time because she worked long hours.The HRC informed the resident that the 60-day notice to vacate was not valid because it did not provide the resident with the complete,60-days as required under California Civil Code.The resident was also informed of state protections for victims of domestic violence.After informing the resident of her protections,the HRC communicated with the housing provider to inform her of the faulty 60-day notice and of the resident's protections as a victim of domestic violence.The housing provider indicated that she was not aware of the foregoing but that she cared for the resident and would have no problem providing an extension of time via the service of a new 60-day notice.The housing provider sent an electronic copy of the new notice via email to the HRC and the resident. After receiving confirmation that the resident's extension was granted,the HRC closed the case. 9. Has your organization conducted the proposed activity before? Yes x No 10. Describe your organization's experience with CDBG The Housing Rights Center has over 38 years of experience working with CDBG grants to provide fair housing services to local cities and counties. These cities and counties conduct annual programmatic and financial reviews. HRC has always received excellent reviews. 11. Do you charge any fees to your clients? If so,what is the fee structure? HRC is able to provide its vast array of services free of charge. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 4 PERFORMANCE REPORT FOR FISCAL YEAR 2018-19 (as of December 31,2018) SUMMARY OF DIRECT BENEFIT ACTIVITIES TO ROSEMEAD RESIDENTS Please Count Number of Unduplicated Rosemead Residents Non Hispanic *SUBTOTAL Extremely Very Low Above Low *SUBTOTAL Female Hispanic Low Low Income Income Head of Income 50%of 80%of 81%or higher Household 30%of MFI MFI of MFI MFI White 8 0 I 8 4 2 0 I 2 8 0 Black 1 0 1 1 0 0 0 1 0 Asian or Pacific Islander 3 0 3 2 0 1 0 3 0 _ Other Multi Racial 6 18 24 21 3 0 0 24 2 *The two Subtotal Columns must be equal. MFI—Median Family Income Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 5 ESTIMATED PERFORMANCE REPORT FOR FISCAL YEAR 2018-2019 SUMMARY OF DIRECT BENEFIT ACTIVITIES TO ROSEMEAD RESIDENTS Please Count Number of Unduplicated Rosemead Residents Non Hispanic *SUBTOTAL Extremely Very Low Above Low *SUBTOTAL Female Hispanic Low Low Income Income Head of Income 50%of 80%of 81%or higher Household 30%of MFI MFI of MFI MFI White 16 0 16 8 4 0 4 16 0 Black 2 0 2 2 0 0 0 2 0 Asian or Pacific Islander 6 0 6 4 0 2 0 6 0 American Indian or Alaskan Native 0 1 1 1 0 0 0 1 0 Native Hawaiian/Other Pacific Islander 1 0 1 0 1 0 0 1 0 Other Multi Racial 12 36 48 42 6 0 0 48 I 2 Unknown l *The two Subtotal Columns must be equal. MFI—Median Family Income Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants b PROGRAM BUDGET Use Whole Dollars Only Current FY 2017-2018 Operating Year Proposed Budget CDBG SHARE FY 2018-2019 FY 2019-2020 FY 2019-20 Expense Salaries 1,264,983 1,392,189 1,424,691 7,125 Employee Benefits 149,136 181,443 181,443 535 Employees Payroll Taxes 104,189 115,840 119,537 590 Profes. & Consultant Fees 10,500 10,500 10,500 80 Supplies 17,338 15,490 19,690 90 Telephone & Fax 32,720 36,000 36,000 165 Postage & Shipping 6,854 7,800 8,000 15 Occupancy & Utilities 172,362 183,747 184,250 850 Rental &Maint. of Equip. 68,454 62,593 63,500 265 Printing & Publishing. Travel and Transportation 8,228 13,550 16,750 30 Conferences 1,236 1,500 2,000 15 Specific Assist. To Individuals Membership Dues Awards & Grants Insurance 20,360 20,600 23,800 90 Equipment Purchased Misc. Expenses 38,285 63,680 48,083 150 Transfer to Other Funds Dues to National Organizations Other Expenses Please explain Changes Greater than 15%between FY 2017-18 and FY 2018-19 and/or FY 2018-19 and FY 2019-20. Actual/Budget changes were less than 15% between FY 2017-18 and FY 2018-19 and/or FY 2018-19 and FY 2019-20. Please explain what expenses are included in the"Other"Category. Miscellaneous expenses includes Testing and Training,payroll processing,public information, internet services,subscription and taxes and licenses. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 7 PROGRAM REVENUE Use Whole Dollars Only Current Operating FY 2017-2018 Year Proposed for FY 2018-2019 FY 2019-2020 Public Support Contributions Foundation&Private Grants Fundraising/special Events Legacies and Bequests Other Federated Org. United Way Misc. Organizations Other Subtotal Government Federal State 225,000 300,000 300,000 Local 1,451,364 1,506,554 1,697,500 Subtotal 1,676,364 1,806,554 1,997,500 Other Revenue Membership Dues Program Services Fees Investment Income Transfer From Other Fund All Other Revenue 275,130 329,850 282,000 Subtotal 275,130 329,850 282,000 TOTAL REVENUE 1,951,494 2,136,404 2,279,500 Please explain Changes Greater than 15%between FY 2017-18 and FY 2018-19 and/or FY 2018-19 and FY 2019-20. The changes were less than 15% between FY 2017-18 and FY 2018-19 and/or FY 2018-19 and FY 2019-20. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 • CFDA Title: Community Development Block Grants/Entitlement Grants 8 I HAVE BEEN AUTHORIZED TO SUBMIT REQUEST FOR FUNDING / Signature Chancela Al-Mansour Print Name Executive Director Title calmansour a,housingrightscenter.org Email Address (213)387-8400,ext.1111 Phone Number Housing Rights Center Organization aa0-� r Date DO NOT COMPLETE THIS SECTION — FOR CITY USE ONLY Date Application Received: Date Reviewed by Rosemead Staff: Approved or Declined: Date Notification Letter Sent to Applicant: Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 9 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. C-1 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 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. Best rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. 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. C-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 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 self-insured 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. C-3 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14.Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 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 C-4 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER 1. PARTIES AND DATE. This Agreement is made and entered into this 11 r"day of July,2017 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ("City") and Southern California Housing Rights Center, principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 ("Contractor"). City and Contractor are sometimes individually referred to herein as"Party" and collectively as"Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 1974(41 U.S.C. 5301-5320)as amended (hereinafter"ACT"). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ("Project") in the amount of$10,000 for the FY 2017-18. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit"A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing fair housing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing 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. Catalog of Federal Domestic Assistance(CI'DA)Number_ 14 CFDA title Community Development Block(Slants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 2 of 19 3.1.2 Term. The term of this Agreement shall be from July 1,2017 to June 30, 2018, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement., and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit"A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.22 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement is as follows: Chancela Al-Mansour, Executive Director. Catalog of F cetera!Domestic Assistance(CFIJAI Number: I 1 218 CI'DA2 Mc: Cmmnnmb Development Block(rantt/fntirlemcm Grans Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 3 of 19 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Chancela Al- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractors Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shah be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend. indemnify and hold City, its officials, directors, officers, employees and agents free and Catalog of Federal Domcxiic Assistance(CFDA)Number 11.218 (FDA I isle (ommunuy Development mock GrantsfInt b]ement Grams Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 4 of 19 harmless, pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors., officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Culalu_en4P¢Iael Domcalc Assi,tantt(CI DA)Number 11218 CF11,8)ith, (ommunlnv Dadopmcnl ltl,nk Ganhil ntitlemcni(inns Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Ass stance(C FDA)N umber_ 14.218 ❑'UA Iiilo Community Development®lock Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 6 of 19 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. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12A Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of 1e d<ml Domes is (CMA)(cA)Number: 14218 (1 DA lItic�Conmumup De%clnpmcnd Block(irant Enialement Grant,: Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination, Contractor shall remit all any program income balances(including investments thereof) held by Contractor(except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of$25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)10 of§570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City(No payment is required after period of time specified in §570.503(b)(7)(9). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos.A-87, A-133, and A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: ('awing of Federal Domestic Assistance(C WA)Number. 1,1.218 ❑'DA lisle t'nmmwdm Drsxlopment Block Giants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 8 of 19 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities,services,financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. Culalog of Federal Domestic Assistance(CI UA)Number: 14 2 I (FDA 1lVole- Conmttmin'De.dontnent Block Grnna$btitlement Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 9 of 19 (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vender as a result of such direction by the Callog of Federal Domestic Assistance(C FDA)Numbco 14218 CPDA Title. Community Development Block Ganls.'Fnlillemenl Grants Housing Rights Center • Public Service Agency Agreement FY 2017-18 Page 10 of 19 City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975(42 U.S.C. 6101 et seq.)or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (I) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.)and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement., City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement,whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract,the conflict of interest provisions in Attachment O of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: Catalog or Federal nomcslic Assistance(C FDA number 1421N (TIM 1 ills (ommunilc 1 levclopment Week Grants'Fnllllemenl Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 11 of 19 (i) Contractor does not assume the City's environmental responsibilities described at§570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $10,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"),which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. Catalog of Federal Domestic Assiswnoc(CFI IA)Number_ 14218 C IDA 1 ilia' Community Development Block Grants+ntitlemnn Grants • Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 12 of 19 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty-(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, California 90010 Attn. Chancela Al-Mansour, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Catalog or Federal Domestic Assistance((Pool Number: balk CEPA Title (ommunlp Development Block Grants9.ntitlement Grunts Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 13 of 19 Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G)Requirements forbidding interests in this Contract by City and local government officials. (H)Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (I) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A-15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant(CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section Catalog of Federal Domestic Assistance(CI DA)Number: 61218 1.11)A Fide Cununnne> Development Block(IraniJl nullement Grants Housing Rights Center • Public Service Agency Agreement FY 2017-18 Page 14 of 19 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or(2)disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents& Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs. and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement("Documents& Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. (etnlog of Federal Uomexle Ayleinnee l(FDA)Number: 14 218 ❑'DA rale. cmnmunln Dcsclopmenl Block GrnnblFniille,ncnl Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 15 of 19 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity,to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Catalog al Federal Domestic Ass iswncc(CF)A)M1nniber. 14 218 CILIA•IJt] Community Development flock Grants/Fntitlemenl Grams Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 16 of 19 City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Cuwlog of Fekal Domestic Asstancc lei UN Number_ 14 218 (I'1)1 Title Communi Derelopman Block GmntcTnNlemenI(hentc Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 17 of 19 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2017. (SIGNATURES ON NEXT PAGE) Catalog or Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 18 of 19 CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY: �.9Q Z • "1'Y14r BY: Bill Maris Chancela Al-Mansour City Manager Executive Director Attest By i✓ij Marc Donohue City Clerk Approved as to Form: By k /� achel Ric Burke. Williams & Sorensen, LLP City Attorney Catalog of I ederal Domestic Assistance(CILIA)Number 14218 CFDAIale C ommuvi7 Development Block Grants./Fntltlemcnt Grants Housing Rights Center Public Service Agency Agreement FY 2017-18 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance(Cr DA)Number: 1.21 8 CFDA Title-. Community Development Block Grants/Entitlement Grants 2 l Project Name Souther California Housing Rights Center Target Area Community Wide Goals Supported Expand Fair Housing Choice and Access Needs Addressed Fair Housing Needs Funding CDBG: $10,000 Description Provides funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Target Date • 6/30/2018 Estimate the number and type of families that will benefit from the proposed activities Location Description Planned Activities Through a sub-recipient contract with the Southern California Housing Rights Center,this program will porivde for the preparation and administration of a Fair Housing Conseling Program. Annual Action Plan 31 2017 OMB Control No:2506-0117{exp.06/30/2018) PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER 1. PARTIES AND DATE. This Agreement is made and entered into this 26th day of April, 2016 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ("City") and Southern California Housing Rights Center, principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010("Contractor"). City and Contractor are sometimes individually referred to herein as"Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 1974(41 U.S.C. 5301-5320)as amended(hereinafter"ACT"). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ("Project") in the amount of$10,000 for the FY 2016-17. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit"A"and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing fair housing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing 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. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Title: Community Deve lopment Block Gams/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 2 of 19 3.1.2 Term. The term of this Agreement shall be from July 1, 2016 to June 30, 2017, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit"A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement is as follows: Chancela Al-Mansour, Executive Director. Catalog of Federal Domestic Assistance(CFDA)Number: I4.218 CFDA Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 3 of 19 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Chancela Al- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement("Contractor's Representative'). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials,directors, officers, employees and agents free and Catalog of Federal Domestic Assistance(CFDA)Number 14218 CFDA Title: Community Development Block GrantsiEntitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 4 of 19 harmless, pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability:Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers,or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 5 of 19 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership,operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2)the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees,agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 6 of 19 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. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses (D)IoseAny such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding,and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel,and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance(CFDA)Number: 14 218 CFDA Title Community Development lock Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination, Contractor shall remit all any program income balances(including investments thereof) held by Contractor(except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 12.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of$25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of§570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to,the property. The payment is program income to the City(No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos.A-87, A-133, and A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 12.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 8 of 19 1. Deny any facilities, services,financial aid or other benefits provided the program or activity. 2. Provide any facilities,services,financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment,eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex,the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies,the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. Catalog of Federal Domestic Assistance(CFDA)Number: 14 218 CFDA Title: Community Development Block Grants/Entitlement Grants • • Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 9 of 19 (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vender as a result of such direction by the Catalog of Federal Domestic Assistance(CFDA)Number_ 14.218 CFDA'1i ale- Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 10 of 19 City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975(42 U.S.C. 6101 et seq.)or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (I) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968(42 U.S.C.4151 et seq.)and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation,without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract,the conflict of interest provisions in Attachment 0 of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 32.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: Catalog of Federal Domestic Assistance(CFDA)Number. 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 11 of 19 (i) Contractor does not assume the City's environmental responsibilities described at§570.504; and al) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $10,000.00. 13.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"),which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws,and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 12 of 19 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty-(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 15.1.3 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: Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, California 90010 Attn: Chancela Al-Mansour, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants • Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 13 of 19 Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail,first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C)Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended,33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G)Requirements forbidding interests in this Contract by City and local government officials. (H)Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (I) Program income-Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreements expiration, shall be paid to the City as required by Section A-15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant(CDBG)funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must be either: (1) used to meet one of the National Objectives in Section Catalog of Federal Domestic Assistance(CFDA)Number. 14.21 S CFDA Title: Conimtmity Development Block Grants/Entitlement Grants • Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 14 of 19 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or(2)disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents& Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents& Data. Contractor makes no such representation and warranty in regard to Documents& Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda,specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not,without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 15.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants • Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 15 of 19 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers,employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity,to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement,the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Catalog of Federal Domestic Assistance(CFDA)Number: 14 218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 16 of 19 City include its elected officials, officers,employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 15.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA fide: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 17 of 19 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2015. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance(CFDA)Number 14.218 CFDA Title: Community Del.elopment Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 18 of 19 CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY: 3;o0 2 ^rNmcai� BY: al a' Bill Manis Chancela AI-Mansour City Manager Executive Director Attest: By: ,,,,,,,,OOOO Ericka Hernandez Interim City Clerk Approved as to Form: By: 'ache' Richman r Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants • Housing Rights Center Public Service Agency Agreement FY 2016-17 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants U.S.Department of Housing& Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 260-5205-5705-11014 Priority Need Public Service Project Title Southern California Housing Rights Center Project Description Provide finds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Location 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 HUD Matrix Code ! Title 21D Fair Housing Activities (subject to 20%Admin.cap) Funding Sources CDBG Citation Eligibility CDBG $10,000 570.206 N/A ESG Type of Recipient Location HOME Subrecipient Public— Address HOPWA 570500(c) Prior Year Funds Start Date Completion Date Assisted Housing 07/01/2016 06/30/2017 PHA Annual Units Units Upon Completion Other Funding 100 People 100 People Total $10,000 Objective Category Outcome Category Decent Housing Availability/Accessibility The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV/AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Z PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER PARTIES AND DATE. This Agreement is made and entered into this 28th day of April, 2015 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( " City ") and Southern California Housing Rights Center, principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 ( " Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT"). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ( "Project ") in the amount of $10,000 for the FY 2015 -16. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing fair housing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 2 of 19 3.1.2 Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2016, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Chancela AI- Mansour, Executive Director. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 3 of 19 3.2.5 City's Representative The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative Contractor hereby designates Chancela AI- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 4 of 19 defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance 3.2.10.1 Time for Compliance Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 5 of 19 (B) Automobile Liability The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 6 of 19 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. 3.2.12 Retention of Records and Reports The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 8 of 19 (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide anyfacilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differentlyfrom another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 9 of 19 action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (6) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 1 1246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 10 of 19 the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Pagel 1 of 19 activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $10,000.00. 3.3.2 Payment of Compensation Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages Contractor is aware of the requirements of California Labor Code Section 1720, et seg., 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 12 of 19 3.4.1 Maintenance and Inspection Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, California 90010 Attn: Chancela A.- Mansour, Executive Director Coil IrA City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDATitle: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 13 of 19 Such notice shall be deemed made when personally delivered or when mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 14 of 19 accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality 3.5.4.1 Documents & Data: Licensing of Intellectual Property This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015.16 Page 15 of 19 losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 16 of 19 Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicitor 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 understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 17 of 19 insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2015. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 18 of 19 CITY OF ROSEMEAD / BY: Jeff- Tired City Manager Attest: By: Gloria Molleda City Clerk Approved as to Form: Rachel Richman Burke, Williams & Sorensen, LLP City Attorney HOUSING RIGHTS CENTER BY: Zr Chancela AI- Mansour Executive Director Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2015 -16 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 4750- 7610- P95002 Priority Need Public Service Project Title Southern California Housing Rights Center Project Description Provide funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Location 1020 N. Fair Oaks Avenue, Pasadena, California 91103 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 HUD Matrix Code Title $10,000 Fair Housing Activities 21D subject to 20% Admin. cap) CDBG Citation Eligibility 570.206 . N/A Type of Recipient Location Subrecipient Public — Address 570.500(c) Other Funding Start Date Completion Date 07/01/2015 06/30/2016 Annual Units Units Upon Completion 100 People 100 People Objective Category Outcome Category Decent Housing Availability /Accessibilit Funding Sources CDBG $10,000 ESG Persons with HIV /AIDS HOME Persons with Disabilities HOPWA Public Housing Needs Prior Year Funds Assisted Housing PHA Other Funding Total $10,000 The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs /11( /.a.9 OP ID:AM `'CORD CERTIFICATE OF LIABILITY INSURANCE DATE 04/201 12104/204 14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It the certificate holder Is an ADDITIONAL INSURED, the pollcy(Ies) must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements). PRODUCER Phone:562-595-5355 NMAF Kerry M.Driscoll Driscoll&Assoc Ins Svcs Inc. PHONE FAX CA. License OB99775 Fax:5624274069 uC No ER):5624954355 WC,No 562-252-8711 P 0 Box 92526 /OGRESS:kerrycdrisC011insured.com Long Beach, CA 90809-2526 PRODUCER Kerry M.DdscoU _CUSTOMER ID f.HOUSI-1 INSURER(S)AFFORDING COVERAGE r NAICA INSURED Southern California Housing INSURER A Travelers Indemnity Company 25658 Rights Center INSUREt R American Casualty Company 120427 _ Attn: Chancels Al-Mansour RECEIVED INSURER C rw rs Underite at Lloyd's London 115792 3255 Wilshire Blvd,Ste 1150 LosAngeles,CA90010 CITY OF ROSEMEAD ISURERD: INSURER E. nrr 08 2014 INSURERF: _ I COVERAGES CERTIFICATE EpNUMBER: REVISION NUMBER:FOR THE THIS IS TO CERTIFY THAT THE POLICIES OF REQUIRE%LNF`, 'rER NOITIR BEEN ISSUED CONTRACT INSURED NAMED RESPECT TOLIWHICH PERIOD THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIBYD'E_EISUMANQEMreRDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE NSR .WO POLICY NUMBER aIIOONYYW IMMOCMYYI LIMITS GENERAL LIABILITY Pack OCCURRENCE I6 1,000,000 A X COMMERCAL GEN'ERSJ JAelur X X IX-660-7719A291-TCT-14 07101/201407/01/2015 PREMISES Rv,u) ;$ 100,000 wMSMADE r X ccc_R MED EXP(My one parson) s 5,000 A X CRIME/S125,000 X-660-7719A291-TCT-14 07/01/2014 07/0112015 PERSONA.8ADV INJURY I$ 1,000,000 GENERAL AGSxEGA-e a 2,000,000 G ENL AGGREGATE_IM T Am_ES PER PRODUCTS-COMP/CP AGG $ 2,000,000 ii POLICY 7 79 ri i oc EMPL BENE s 1,000,000 AUTOMOBILE LABILITY X LABILITY COMBINED SINGLE_MT $ 1.000,000 ANY ALTO NO OWNED AUTOS (Ea anlmm Bo°hY INJURY(Psi r poeJN $$ .ALL OWNED ALTOS BODILY INJURY!Pyr attitlanp l5 sc1EDOLm ALTOS PRCPERTY OANAGE I A X HIRED AJTOS X-660-771 9A291-TCT-14 07/01/2014 07/01/2015 (Pa scc.'Mml S A X I NON-OWNED AU'OS X-660-7719A291-TCT-14 07/01/2014 07/01/2015 11 s UMBRELLA LIMB I OCCUR 1 EACJ CCCURRHSE I 1 EXCESS LAB CLAMS-MADE ACCAEGAT-_ s DEDUCTIBLE $ RETENTION $ $ WORKERS TWC SAARl CE0.MND EP Y B I AFFROPRIETOR FARTN ERJ ECLI� WC-4-30822083 07/01/2014 07/01/2015 E L EACH nCCID EN a 1,000,000 ICENE , I,NIA X M.ndaory in NH) EL DSF SE-EA EMPLOYEE$ 1,000,000 IP yes Gebcribe u Jar DEF 0=OPERATIONS Oa 0. EL DISEASE-POLICY NIT '$ 1,000,000 C PROFESSIONAL LIAR I 89647 CLAIMS MADE 12/0412014 12/04/2015 10/05/01 1,000,000 A DSO&EPL I 105980303 0810912014 08109/2015 DSO&EPL 1,000,000 DESCRIPTOR OF OPERATTON9 I LOCATIONS I VEHICLES [Attach ACORD 101,AddMwul Reroute abdule,N more Rpm I.nWlr.dl The City of Rosemead named additional insured per GNO188(O1/96) endorsement attached. •10-day notice of cancellation for non-payment of premium. CERTIFICATE HOLDER CANCELLATION ROSEM-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL SE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF ROSEMEAD ATTN: MICHELLE RAMIRE2 8636 E.VALLEY BLVD. AUTHOR�O REPRESENTATIVE ROSEMEAD,CA 91770 /<„> 8- //J �RD 1 IP 1988-2009 CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD i1 OP ID:AM ACORE DATE MwOOrcml CERTIFICATE OF LIABILITY INSURANCE ‘% 08/07/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS. AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policylies) must be endorsed If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(sl. O1 CT PRODUCER& Phone:562-5955355 NAnre. Kerry M.Driscoll CA. License a Assoc Ins Svcs Inc. Fax 562.427-6069 CO,HO,Ea e. 562-595-5355 ia.No) 562-252-8711 PA. Bicense OB99P5 - - P O BBe 92526 ADDRESS.kerry@driscollinsured.com Long Beach, CA 90809-2526 PRODUCER DA HOU51-1 Kerry M.Driscoll /� OH3TOe RA RECEIVED INSURERS]AFFORDING COVERAGE NAB INSURED Southern California Housing CITY OF ROSEMEAD INSURER A•Travelers Indemnity Company _ 25658 Rights Center INSURER e-American Casualty Company 20427 Attn: Chancels Al-Mansour OCT 01 2014 INSURER C Underwriters at Lloyd's London 15792 3255 Wilshire Blvd,Ste 1150 -' Los Angeles,CA 90010 ISORERD: -.. CITY CLERK'S OFFICE INSURER E: BY: , INSURER F. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR CE ADOL KUHK POLIO.,ELF LICVENP LIMITS L TYPE OF INSURANCE INSR 'MJD POLICY NUMBER PHWDDAM11l {MWDOfi111) GENERAL LIABLrry -L' - $ 1,000,000 A X M F ._,,,Ear Ire X X X-660-771 9A291-TCT-14 07/01/2014107/01/2015 b: , L . S 100,000 XJ re n l a 5,000 A X CRIME/5125,000 X-66O-7719A291-TCT-14 07/0120141 07/01/2015 -*F r _Fit 'S 1,000,000 2,000,000 2,000,000 X 1 =`:t EMPL BENE $ 1,000000 AUTOMOBILE A61 nv X X l— _ +:` 1,000,000 ,anal: NO OWNED AUTOS AL:.nl4l.A I r A X na X-660-7719A291-TCT-14 07/01/2014 071012015 I' S _--__ c X660-7719A291-TCT-14 07/01/2014 07/0112015 07/0112015 1 015 -__- 1 UMBRELLA LIAR _:- JF- 4 I EXCESSLIAB y._ .I I rte crFI F I $ I WORKERS COMPENSATOR I • X ii5`�l NUS•I ANDEWLCYERS LWEILT' B I,I,ry k '.:P d. Tr,_ Yr wA X WC-4-30822083 01/012014 07/0112015 .r f 1,000,000 •'(Mandatary n NH =MP.a F- S _ 1,000,000 CL uar• oLL or rer.L. , L a LIB i _Inu i 1,000,000 C PROFESSIONAL UAB r- 89847 CLAIMS MADE 1 12/04/2013 12/042014 10/05101 1,000,000 A DaO&EPL I 105980303 1 08)0912014 09/09/2015 D808.EPL 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES Wench ACORD 10'Add/banal Remarks schedule if mu..space I1 nnudec) The Rosemead named additional ea Oor(non-p endorsement a ttached. 10-day notice of canca llationfonon-paymen t of premium. CERTIFICATE HOLDER CANCELLATION ROSEM-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPmATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF ROSEMEAD ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: MICHELLE RAMIREZ AUTHORIZED REPRESENTATME 8838 E.VALLEY BLVD. ROSEMEAD,CA 91770 /c„_---) &---106 . ®1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009(09) The ACORD name and logo are registered marks of ACORD ALANO INSURANCE COMPANY (847) 472-6700 150 NORTHWEST POINT BLVD., SUITE 300 RECEIVED ELK GROVE VILLAGE IL 60007-1040 CITY OF ROSFMF_AC NOTICE OF CANCELLATION OF INSURANCE SEP 2 9 2014 CITY CLERK'S OFFICE Named Insured at Mailing Address: Producer:55520002 BY: _..__-_ GREEN VALLEY CAB INC GOLD CANYON INSURANCE SERVICES 9151 EAST VALLEY BLVD. 394 ELM AVENUE ROSEMEAD CA 91770 AUBURN CA 95603 Policy No.: CAP631561402 Type of Policy: AUTO LIABILITY AND PHYSICAL DAMAGE Date of Cancellation: 10/04/2014; 12:01 A.M. Local Time at the mailing address of the Named Insured. We are cancelling this policy. Your insurance will cease on the Date of Cancellation shown above. The reason for cancellation is NONPAYMENT OF PREMIUM. $61,476.50 Your interest in this policy as an "insured"or other party of interest is being cancelled effective 10/04/2014; 12:01 A.M. Local Time at the mailing address of the named insured. Dale Mailed 19th day of Se ember, 2014 Additional Insured CITY OF ROSEMEAD 8838 E. VALLEY BLVD. ROSEMEAD CA 91770 SCOTTwOLLNCv CACCINONPMNT 09192014MYNN FORMS/CC9697CA51995 Additional Insured Page 1 of 1 LOEN SO.is 1 or as. Copy Iyl PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER PARTIES AND DATE. This Agreement is made and entered into this 23rd day of April 2013 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City') and Southern California Housing Rights Center, principal place of business at 3255 Wilshire Boulevard, Suite 1150, Los Angeles, California 90010 ( "Contractor"). City and Contractor are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ( "Project ") in the amount of $18,000 for the FY 2013 -14. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing fair housing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 2 of 19 3.1.2 Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Chancela AI- Mansour, Executive Director. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 3 of 19 3.2.5 City's Representative The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative Contractor hereby designates Chancela AI- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Gmuts Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 4 of 19 harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance 3.2.10.1 Time for Compliance Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 5 of 19 (B) Automobile Liability The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds: No Special Limitations All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions Any deductibles or self - insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 6 of 19 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. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 7 of 19 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds forthe acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 8 of 19 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program oractivityfunded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 9 of 19 (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the,notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F), In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the Catalog of Federal Domestic Assistance (CFDA) Number: 14.216 CFDATitle: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 10 of 19 City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment 0 of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 11 of 19 (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $18,000.00. 3.3.2 Payment of Compensation Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work' means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages Contractor is aware of the requirements of California Labor Code Section 1720, et seg., 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Gmuts/Bntitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 12 of 19 3.4.1 Maintenance and Inspection Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 3.5.1.2 Effect of Termination If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, California 90010 Attn: Chancela A.- Mansour, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 13 of 19 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 14 of 19 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement_ to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentialitv 3.5.4.1 Documents & Data: Licensing of Intellectual Property This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 15 of 19 3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns This Agreement shall be binding on the successors and assigns of the Parties, 3.5.13 Assignment or Transfer Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 16 of 19 City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent j u risd iction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Catalog of Federal Domestic Assistance (CFDA) Number: 14.216 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 17 of 19 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2013. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance (CFDA) Number: 14.216 CFDA Title: Community Development Block Grants/Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 18 of 19 CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY: q V i l wI l d BY: Jeff Ilred Chancela AI- Mansour Ci Manager Executive Director Attest: jy- Gloria Molleda City Clerk Approved as to Form: By: 4 ( 4 PCX Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Housing Rights Center Public Service Agency Agreement FY 2013 -14 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants 2013 20141=21 Aetioo Plag U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0002 4750- 7610- P95002 Priority Need Public Service Project Title Southern California Housing Rights Center Project Description Provide funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Location 1020 N. Fair Oaks Avenue, Pasadena, California 91103 520 Virgil Avenue, Suite 400, Los Angeles, California 90020 3415 S. S epulveda Boulevard, Suite 150, Los Angeles, California 90034 HUD Matrix Code Title the Homeless Fair Housing Activities 21D subject to 20 %Admin. ca CDBG Citation Eligibility 570.206 N/A Type of Recipient Location Subrecipient Public - Address 570.500(c Other Fundin Start Date Completion Date 07/01/2013 06/30/2014 Annual Units Units Upon Completion 150 Peo le 150 People Objective Category Outcome Category Decent Housing Availability/Accessibility The primary purpose is to help: ❑ the Homeless • Persons with HIV /AIDS • Persons with Disabilities • Public Housing Needs Funding Sources CDBG $18,000 ESG HOME HOPWA Prior Year Funds Assisted Housin PHA Other Fundin Total $18,000 Community Development Department 58 Annual Action Plan City of Rosemead FY 2013 -14 Proposalto City of Rosemead For Housing Discrimination Complaint and Fair Housing Outreach Services 2013 -2014 Submitted by: Housing Rights Center 3255 Wilshire Blvd., Suite 1150 Los Angeles, CA 90010 (213) 387 -8400 (800) 477 -5977 TTY: (213)- 201 -0867 www.housingrightscenter.org January 23, 2013 CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 (626) 569 -2102 P Diatt(a), cityofrosem ead. org NON - PROFIT COMMUNITY SERVICE ORGANIZATION REQUEST FOR FUNDING FISCAL YEAR 2013 -2014 Legal Name of Organization: Southern California Housing Rights Center Tax ID #: 95- 2572642 DUNS # 944936798 Address: 3255 Wilshire Blvd., Suite 1150, Los Angeles CA 90010 Executive Director: Chancela Al- Mansour Contact Name: Chancela Al- Mansour Telephone: (213) 387 -8400 ext. 1111 Fax: (213) 381-8555 Email: calmansour(a housinaightscenter ore Purpose of Organization: The Housing Rights Center's P=ose is to promote equal opportunity in housing by affirmatively furthering fair housing We do this by offering City of Rosemead residents services from our four key. areas: (1) Discrimination Complaint Investigation (2) Fair Housing Legal Services, (3) Landlord/Tenant Fair Housing Counseling and (4) Education and Outreach (See Exhibit 1 Proposal Enter "X" by the appropriate designation: X Non - profit Organization _For- profit organization Enter "X" by all that apply: A faith -based organization _An institution of higher education -- X _Not Applicable TOTAL UNDUPLICATED CLIENTS RECEIVED: (Please Complete Attached Backup — Performance Report) (Est.) ROSEMEAD 2012 -2013 FINANCIAL SUPPORT: 2013 -2014 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: AGENCY TOTAL BUDGET FOR FISCAL YEAR 2011 -12: FY 11 -12 113 FY 12 -13 135 $18,000 $ 18,000 2.1M Page 1 of 9 1. State the Agency's mission, goals and major objectives. In addition, describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Mission Statement: The Housing Rights Center's mission is to actively support and promote fair housing through education and advocacy, to the end that all persons have the opportunity to secure the housing they desire and can afford, without discrimination based on their race, color, religion, gender, sexual orientation, national origin, familial status, marital status, disability, ancestry, age, source of income, or other characteristics protected by law. Goals: (1) HRC will assist a minimum of 135 Rosemead residents with housing discrimination and landlord/tenant concerns; (2) At least 10% of Rosemead clients will be assisted in languages other than English; and, (3) At least 85% of Rosemead residents who complete an evaluation about Rosemead housing rights workshop will rate the information provided as being useful. Objectives: To educate /inform as many Rosemead residents as possible about the fair housing laws. Programs designed to meet goals and objectives: 1. Documentation of Activities HRC's comprehensive intake database includes a reporting component that makes the production of statistics and other diagnostic data accurate and efficient. Statistical reports will include all demographic and complaint issue data, which will facilitate the analysis of trends and emerging needs. HRC also tracks all outreach activities in a database that allows us to track our activities by event type. 2. Documentation of Discrimination Complaints HRC will continue our practice of maintaining complete and organized case files. Our case files adhere to a strict format, which facilitates case management and review. Case files include all relevant documents and materials produced in the investigation and resolution of our cases. 2. Briefly explain any new Programs or services to Rosemead residents during FY 2012 -2013. Are any planned for FY 2013 -2014? In 2012 /13, HRC updated all ten of our fair housing brochures to include recent changes in the fair housing laws regarding familial status and sexual orientation. HRC also created a new brochure (Landlord- Tenant Rights & Responsibilities) with information regarding landlord -tenant laws as they relate to rent increase, late fees, security deposits and more. These updated brochures have been distributed throughout Rosemead. Additionally, HRC now has a comprehensive social media presence through the use of Facebook and Twitter. The new FY 2013 -14 will see an updated, more user - friendly HRC website including a new fair housing blog feature that will be updated monthly with fair housing news and articles. HRC plans to produce several 30 minute local public access television programs called FAIR HOUSING FORUM. 3. How are clients referred to your agency? City Hall, HRC Website (www.housingrightscenter.org), Phone Listing, Outreach Events, Community Organizations, Public Service Announcements and Press Releases, literature distribution, word -of- mouth. Page 2 of 9 4. List and explain any major changes in funding patterns or expenditures. There have not been any major changes in funding patterns or expenditures. 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.). YEAR FUNDING SOURCE AMOUNT RECEIVED 12/13 Alhambra $25,200 12/13 Baldwin Park $8,000 12/13 Carson $32,240 12/13 EI Monte $18,000 12/13 Glendale $15,000 12/13 Glendora $19,000 12/13 HUD FHIP grant $324,980 12/13 Hawthorne $40,800 12/13 Inglewood $57,300 12/13 Lancaster $27,428 12/13 Los Angeles City $660,000 12/13 Los Angeles County $200,000 12/13 Montebello $5,000 12/13 Monterey Park $15,000 12/13 Oxnard $28,992 12/13 1 Palmdale $27,448 12/13 Pasadena $50,400 12/13 Pico Rivera $15,000 12/13 Pomona $30,000 12/13 Redondo Beach $24,000 12/13 Rosemead $18,000 12/13 Simi Valley $24,000 12/13 Ventura City $8,000 12/13 Ventura County $39,421 12/13 West Covina $10,000 12/13 Whittier $10,000 12/13 Attorney Fees /Registration from Training Seminars, etc. $357,500 6. What facilities in Rosemead are used to conduct services? HRC conducts Fair Housing and Housing Rights Workshops at the Garvey Community Center. 7. The proposed Community Service would be provided to: Mark each that apply • Low and Moderate - Income persons or households Abused Children • Handicapped Persons Illiterate Persons Battered Spouses X Homeless Persons Migrant Farm Workers X Elderly Persons Page 3 of 9 8. How many Rosemead citizens do you project will benefit from your program /project: 135 9. Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional pages if necessary) HRC conciliated a case involving a Rosemead couple with disabilities. The female resident has a disability due to degenerative disc disease and the male resident has cirrhosis of the liver. The residents have lived in an illegally converted garage for three years. The owner of the property served the residents with a notice to vacate because the Department of Zoning Enforcement cited the owner for having an illegally converted garage in the property. The residents asked the owner to provide them with additional time to vacate their unit. The owner told the residents that he will provide them with additional time to vacate their unit as long as the Department of Zoning Enforcement provides the owner with an extension of time to comply with the citation. The residents asked HRC for assistance in requesting a reasonable accommodation; specifically, additional time to vacate their unit based on their disabilities. HRC telephoned the Department of Zoning Enforcement and requested a reasonable accommodation on behalf of the residents based on their disabilities. The inspector agreed to grant the residents' request and provide the owner of the property with additional time to comply with the citation. The agent also agreed to provide the residents with additional extensions if the residents require more time to vacate their unit. HRC received a letter from the Department of Zoning Enforcement confirming the extension of time for the owner to comply with the citation. 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG. The Housing Rights Center has over 26 years of experience working with CDBG grants to provide fair housing services to local cities and counties. These cities and counties conduct annual programmatic and financial reviews., HRC has always received excellent reviews. 12. Do you charge any fees to your clients? If so, what is the fee structure? HRC provides its wide array of programs and services to its clients free of charge. Page 4 of 9 H W Q N Y-0 0 N �w wa O F W F x� C) w� a� H �1 z ww U� U OA C4 �' W� ai � I. b X00 N CO O wx0 0 F+, {b O Cl) N N W r O O O M r D r W a ° o ° O O N 0 O O O N 0 � o O O e O O LO N O O O r� w �, o 1- O N O O O O a O 4 _T U U O m LO J-9� a O M M LO O O O V fh W H 0 O Cl) N N O O - O M r � p , O O O co 0 O O W I, x 0 O M N O O O O O N M z x b a m 4 'C o m a x � 3 � U Z o N C d L m w N �7 C 0 U CIO F x H ° u S W C �o d w F 0 a } k/ \k )$ \/ )[ y� &( kz 25 \( §4 )[ \� q \� /§ §f /b )\ � e§ 0 U \ \j )� 2 \ j\) *§0 { � ~ � ^ ` ( \t /!)- - » ©] \ \± t§ ®) }\ \ Et \ » m .� % > \t§ \ © ° * t 4r m \ ) 2 a e p a» 2 \ � § TCN4NCN . . ® n] 7 A a a , § \ § / .\ j \ . P, § § ) / } / \ \ ) e§ 0 U \ \j )� 2 \ PROGRAM BUDGET Use Whole Dollars Only Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. HRC will reduce out -of -town employee trainings & seminars and associated travel expenses. Please explain what expenses are included in the "Other" Category. N/A Page 7 of 9 FY 2011 -2012 Current Operating Year FY 2012/2013 Proposed Budget FY 2013 -2014 CDBG SHARE , FY 2013 -14* Expense Salaries 1,363,005 1,390,000 1,427,247 13,000 Employee Benefits 154,365 156,000 166,610 860 Employees Payroll Taxes 115,190 109,500 122,294 1,115 Profes. & Consultant Fees 18,000 13,500 13,750 115 Supplies 20,025 24,500 22,800 150 Telephone & Fax 19,410 20,000 22,910 175 Postage & Shipping 13,050 12,000 12,100 40 Occupancy & Utilities 144,369 135,000 182,472 1,600 Rental & Maint. of Equip. 45,459 40,500 48,115 300 Printing & Publishing Travel and Transportation 28,846 20,000 18,970 65 Conferences 6,000 3,500 11,500 25 Specific Assist. To Individuals Membership Dues Awards & Grants Insurance 15,250 15,000 18,225 140 Equipment Purchased Misc. Expenses 623,102 615,500 164,760 415 Transfer to Other Funds Dues to National Organizations Over Expenses - 20,959 13,500 13,727 0 Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. HRC will reduce out -of -town employee trainings & seminars and associated travel expenses. Please explain what expenses are included in the "Other" Category. N/A Page 7 of 9 PROGRAM REVENUE Use Whole Dollars Only Please Explain Changes Greater than 15% between FY 2011 -2 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. For FY 2012 -13 and FY 2013 -14, there are CDBG contract reductions for Los Angeles City and Los Angeles County, as well as contract reductions for some other cities. Page 8 of 9 FY 2011 -2012 Current Operating Year FY 2012 -2013 Proposed for FY 2013 -2014 Public Support Contributions Foundation & Private Grants Fundraising/special Events 17,000 18,000 16,000 Legacies and Bequests Other Federated Org. United Way Misc. Organizations Other Subtotal 17 ,000 18,000 16,000 Government Federal State Local 2,029,706 2,125,500 1,722,980 Subtotal 2,029,706 2,125,500 1,722,980 Other Revenue Membership Dues Program Services Fees Investment Income Transfer From Other Fund All Other Revenue 498,406 425,000 506,500 Subtotal 498,406 425,000 506,500 TOTAL REVENUE 2,207,388 2,545,112 2,245,480 Please Explain Changes Greater than 15% between FY 2011 -2 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. For FY 2012 -13 and FY 2013 -14, there are CDBG contract reductions for Los Angeles City and Los Angeles County, as well as contract reductions for some other cities. Page 8 of 9 I HAVE BEEN AUTHORIZED TO SUBMIT REQUEST FOR FUNDING Signa ure Name Executive Director Title calmansour @housingrrightscenter orb Email Address (213) 387 -8400 ext. 1111 Phone Number Housing Rights Center Organization January 23, 2013 Date DO NOT COMPLETE THIS SECTION - FOR CITY USE ONLY Date Application Received: Date Reviewed by Rosemead Staff: Approved or Declined: uate 1votitication Letter Sent to Applicant: Page 9 of 9 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER PARTIES AND DATE. This Agreement is made and entered into this 8th day of May 2012 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Southern California Housing Rights Center, principal place of business at 520 S. Virgil Avenue, Suite 400, Los Angeles, California 90020 ( "Contractor'). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ( "Project ") in the amount of $18,000 for the FY 2012 -13. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing fair housing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing Services necessary for the Project ( "Services'). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2012 to June 30, 2013, 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. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Chancela AI- Mansour, Executive Director. 3.2.5 City's Representative The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 3 of 18 w 3.2.6 Contractor's Representative Contractor hereby designates Chancela AI- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative'). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 4 of 18 3.2.10.1 Time for Compliance Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required bythe Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safe . 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 forthe 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, Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 6 of 18 trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Proqram Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 8 of 18 w 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program oractivity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its perfo mance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 10 of 18 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $18,000.00. 3.3.2 Payment of Compensation Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 11 of 18 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 sue., and 1770, et sea., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 12 of 18 3.5.1.2 Effect of Termination If this Agreement is terminated as provided herein, City may require Contractorto provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 520 S. Virgil Avenue, Suite 400 Los Angeles, California 90020 Attn: Chancela A.- Mansour, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 13 of 18 a (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality 3.5.4.1 Documents & Data: Licensing of Intellectual Property This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data'). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor 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. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 14 of 18 3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation: Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 15 of 18 3.5.10 Time of Essence Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction: References: Captions Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity: Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 16 of 18 Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2012. CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY: JWW BY: �-r�/ �4C Je Allrer Chancela AI- Mansour Ci tManager Executive Director Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 17 of 18 w Attest: By: Al 1 Gloria Molleda City Clerk Approved as to Form: ►tom' /,� /i �� Burke, Williams & Sorensen, LLP City Attorney Housing Rights Center Public Service Agency Agreement FY 2012 -13 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES 2012- 2013AnnualAedon Plan' U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0002 4750- 7610- P95002 Priority Need Public Service Project Title Southern California Housing Rights Center Project Description Provide funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Location 1020 N. Fair Oaks Avenue, Pasadena, California 91103 520 Virgil Avenue, Suite 400, Los Angeles, California 90020 3415 S. Sepulveda Boulevard, Suite 150, Los Angeles, California 90034 HUD Matrix Code Title the Homeless Fair Housing Activities 21 D subject to 20 %Admin. ca CDBG Citation Eligibility 570.206 N/A Type of Recipient Location Subrecipient Public — Address 570.500(c) Other Fundin Start Date Completion Date 07/01/2012 06/30/2013 Annual Units Units Upon Completion 150 People 150 People Objective Category Outcome Category Decent Housing i The primary purpose is to help: ❑ the Homeless • Persons with HIV /AIDS • Persons with Disabilities • Public Housing Needs Funding Sources CDBG $18,000 ESG HOME HOPWA Prior Year Funds Assisted Housin PHA Other Fundin Total $18,000 Community Development Department 58 Annual Action Plan City of Rosemead FY 2012 -13 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER PARTIES AND DATE. This Agreement is made and entered into this 10 day of May 2011 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ( "City ") and Southern California Housing Rights Center, principal place of business at 520 S. Virgil Avenue, Suite 400, Los Angeles, California 90020 ( "Contractor'). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301 -5320) as amended (hereinafter "ACT "). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ( "Project ") in the amount of $18,000 for the FY 2011 -12. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing Services necessary for the Project C`Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term The term of this Agreement shall be from July 1, 2011 to June 30, 2012, 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. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates: Independent Contractor The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Chancela AI- Mansour, Executive Director. 3.2.5 City's Representative The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 3 of 18 3.2.6 Contractor's Representative Contractor hereby designates Chancela AI- Mansour, Executive Director, or her designee, to act as its representative for the performance of this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistentwith the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor - shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuantto the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 4 of 18 3.2.10.1 Time for Compliance Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements The insurance policies -shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of - the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 5 of 18 scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid underthe terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 6 of 18 trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and /or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration /termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 7 of 18 (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws. Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A -87, A -133, and A -110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F.R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 9 of 18 compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A) -(F) in every sub - contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be imposed an remedies invoked as provided by law. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 10 of 18 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensinq. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Proqram Requirements. Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision- of 24 CFR part 52. 3_3 Fees and Payments. 3.3.1 Compensation Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $18,000.00. 3.3.2 Payment of Compensation Contractor shall submit to City a monthly itemized- statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 11 of 18 3.3.3 Reimbursement for Expenses Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement This Agreement may be terminated by either party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 12 of 18 3.5.1.2 Effect of Termination If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 520 S. Virgil Avenue, Suite 400 Los Angeles, California 90020 Attn: Chancela A.- Mansour, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development 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 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug -free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 13 of 18 (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A -102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. (M) Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality 3.5.4.1 Documents & Data; Licensing of Intellectual Property This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor 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. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 14 of 18 3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 15 of 18 3.5.10 Time of Essence Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 16 of 18 Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2010. CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY:� f , ( BY: JA Allred Chancela AI- Mansour City Manager Executive Director Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 17 of 18 Attest: By' ` Gloria Molleda City Clerk Approve "s to Form: By: ;� � Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Housing Rights Center Public Service Agency Agreement FY 2011 -12 Page 18 of 18 SCHEDULE OF SERVICES EXHIBIT "A" FAIR HOUSING COUNSELING PROGRAM SCOPE OF SERVICES I. The CONTRACTOR will prepare and administer a Fair Housing Counseling Program in the City of Rosemead to ensure that home seekers are afforded an equal opportunity to rent, lease, or purchase housing of their choice within the CITY without regard to race, religion, color, national origin or sex. II. The Fair Housing Counseling Program shall: a. Function as a central source for fair housing information and education; b. Investigate and conciliate housing discrimination complaints; and C. Make referrals to appropriate sources for the formal resolution of discrimination complaints when informal conciliation efforts fail. III. To implement the Fair Housing Counseling Program, the CONTRACTOR shall provide the following services: a. Public Education Publication. The CONTRACTOR shall prepare and distribute a publication in English, Chinese, Vietnamese, and Spanish outlining the objectives and services of the Fair Housing Program. Such pamphlet shall be provided to the CITY in adequate numbers to be readily available to persons visiting City Hall and for distribution to community organizations in adequate volume. b. Public Education Media. The CONTRACTOR shall prepare and distribute news releases to the print media serving the Rosemead Community informing residents of the Fair Housing Program's purposes, events, and services each quarter of the Contract as needed. The CONTRACTOR shall prepare and distribute two (2) public service announcements to the electronic media servicing the community of Rosemead and informing residents of the Fair Housing Program's purposes, events, and services. C. Public Education Conference. The CONTRACTOR shall organize and conduct two (2) group workshops or seminars to include: 1) Seminars on Laws /Rights of citizens and residents. 2) Presentations to organizations, business and realtors. All the sessions used will include, but not be limited to, Federal and State fair housing law, techniques, and procedures used when looking for a rental or finding housing; rights and responsibilities of landlord and tenants. Such workshops will be open to all residents of the City of Rosemead with participation from appropriate organizations and Government Agencies at a place mutually agreed upon between the CONTRACTOR and the CITY. Scope of Services Page 2 Invitations to all meetings shall be made available to the CITY and its residents. Client Services Referral. The CONTRACTOR shall maintain telephone service for the assistance of any resident of the City of Rosemead requesting assistance where said assistance can better be provided by another agency or agencies with or without further involvement of the program staff and promptly refer client to such agency or agencies or to lawyer referral services. e. Client Complaint Processing. The CONTRACTOR shall maintain a telephone service for the assistance of any resident of the City of Rosemead desiring to file with the program staff a bonafide complaint based upon specific allegations of housing discrimination. Client Services. The CONTRACTOR shall document, investigate and review complaints received. Client Service Follow -Up. The CONTRACTOR shall maintain the capability to determine and document the outcome of all client contact deemed by the program administrator to require such extended program staff monitoring. Other Housing Counseling and Assistance. The CONTRACTOR will provide: 1) Provisions for information on tenant/landlord rights. 2) Placement assistance to low- and moderate - income home seekers especially those who are handicapped, members of minority groups, elderly, and those who are, or have been, unable to find suitable, safe, decent and sanitary dwelling units. Unless the client specifies otherwise, efforts will be made to make placements outside of areas that have high concentrations of low income and /or minority residents. Reporting Activities. The CONTRACTOR shall prepare a: 1) Monthly report providing a detail summary of discrimination complaints, counseling activities and other activities of the CONTRACTOR as they relate to the CITY, as well as needed back -up documentation. 2) Monthly report of actual costs and disbursements incurred as they relate to the City of Rosemead. j. Mediation Services The CONTRACTOR will conduct mediation for either landlord /tenants or discrimination matters as seen needed by the CONTRACTOR. Scope of Services Page 3 k. Special Projects The CONTRACTOR will develop and implement a Home Ownership Project as a way of targeting services to those Rosemead residents looking to buy a home. Such a project would aim to prevent practices which are prohibited under the Fair Housing Act, such as discrimination in mortgages, lending and "steering" prospective home buyers to certain neighborhoods. 2011 2012_nnuualAcnon Ptah U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0002 4750- 7610- P95002 Priority Need Public Service Project Title Southern California Housing Rights Center Project Description Provide funds for the Southern California Housing Rights Center to prepare and administer a Fair Housing Counseling Program in the City of Rosemead. Location 1020 N. Fair Oaks Avenue, Pasadena, California 91103 520 Virgil Avenue, Suite 400, Los Angeles, California 90020 3415 S. Sepulveda Boulevard, Suite 150, Los Angeles, California 90034 HUD Matrix Code Title 21D Fair Housing Activities (subject to 20 %Admin. ca) CDBG Citation Eligibility 570.206 N/A Type of Recipient Location SubrecipientPublic — Address 570.500(c) Other Funding Start Date Completion Date 07/01/2011 06/30/2012 Annual Units Units Upon Completion 200 People 200 People Objective Category Outcome Category Decent Housing Availability /A The primary purpose is to help: ❑ the Homeless ❑ Persons with HIV /AIDS ❑ Persons with Disabilities ❑ Public Housing Needs Community Development Department 58 City of Rosemead Funding Sources CDBG $18,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding Total $18,000 Annual Action Plan FY 2011 -2012 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND SOUTHER CALIFORNIA HOUSING RIGHTS CENTER PARTIES AND DATE. This Agreement is made and entered into this 27`h day of April, 2010 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770 ("City') and Southern California Housing Rights Center, principal place of business at 520 S. Virgil Avenue, Suite 400, Los Angeles, California 90020 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 1974 (41 U.S.C. 5301-5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to fund Fair Housing Services ("Project") in the amount of $25,000 for the FY 2010-11. Contractor is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing senior citizen lunch services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the Project as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, food, services, and incidental and customary work necessary to fully and adequately supply the Fair Housing Services necessary for the Project ("Services'). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2010 to June 30, 2011, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Housing Rights Center Public Service Agency Agreement Page 2 of 18 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates Independent Contractor. The Services shall be performed by Contractor or under its supervision. 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. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "N' attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Frances Espinoza, Executive Director. 3.2.5 City's Representative. The City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. Housing Rights Center Public Service Agency Agreement Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Frances Espinoza, Executive Director, or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. In the event that the City is required to reimburse the Federal Government as a result of a determination, after audit, that Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Housing Rights Center Public Service Agency Agreement Page 4 of 18 3.2.10.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactoryto the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that:- (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and Housing Rights Center Public Service Agency Agreement Page 5 of 18 volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid underthe terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions forthe 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, Housing Rights Center Public Service Agency Agreement Page 6 of 18 scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports. The Contractor shall maintain the following records and reports to assist the City in maintaining its record keeping requirements: 3.2.12.1 Records. (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) Documentation of expenses as identified in the Bid. Contractor must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non-personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Contractor shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG funds. These reports must trace the CDBG funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Contractor shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including the interview of Operation Agency staff and program participants as required by the City. The Contractor agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Contractor shall comply with the program income requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination, Contractor shall remit all any program income balances (including investments thereof) held by Contractor (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds, including any real property under the Housing Rights Center Public Service Agency Agreement Page 7 of 18 Contractor's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either: (i) Used to meet one of the national objectives in §570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un which event the Contractor shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. The Contractor shall comply with applicable uniform administrative requirements as described in 24 C.F.R. 570.502. 3.2.16 Compliance with Applicable Laws Contractor agrees to comply fully with al applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A-87, A-133, and A-110 with Attachments A, B, C, F, H, N, and O, as set forth in 24 C.F. R 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. The Contractor shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The Contractor shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. 3.2.17 Political Activities. The Contractor is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Contractor shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits or, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) Contractor shall not under any program or activity funded in whole or in part with CDBG funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. Housing Rights Center Public Service Agency Agreement Page 8 of 18 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Contractor may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Contractor, in determining the site or location of housing or facilities provided in whole or in part with CDBG funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits or, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. (E) In administering a program or activity funded in whole or in part with CDBG funds regarding which the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, a Contractor in administering a program or activity funded in whole or in part with CDBG funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin, or sex to exclude individuals from participation in, to deny them the benefits or, or to subject them to discrimination under any program or activity to which CDBG funding applies, the Contractor has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Contractor shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Contractor from maintaining or constructing separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Contractor shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, Housing Rights Center Public Service Agency Agreement Page 9 of 18 recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Contractor agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Contractor shall furnish to the City all information and reports required by Executive Order 11246 or September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of Contractor's failure to complywith any rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 or September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Contractor shall include the provisions of Section 3.2.18.2(A)-(F) in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or September 24, 1965, so that such provisions will be binding upon each subcontractor rider as the City may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that is the event Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vender as a result of such direction by the City, Contractor may request the United States to enter into such litigation to protect the interest of the United States. (H) Contractor shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). (1) Contractor shall also provide ready access to and use of all CDBG fund assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of Contractor's failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Contractor may be declared ineligible for further government contracts and any such other sanctions as may be Housing Rights Center Public Service Agency Agreement Page 10 of 18 imposed an remedies invoked as provided by law 3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 C.F.R. Part 24. 3.2.20 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization Contractor shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if Contractor is a religious organization. 3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and maintain all required licenses, registration, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of Interest. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements Contractor shall carry out contract activities in compliance with all Federal laws and regulations described in subpart K of the CDBG Regulations, except the following: (i) Contractor does not assume the City's environmental responsibilities described at §570.504; and (ii) Contractor does not assume City's responsibility for initiating the review process under the provision of 24 CFR part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed $25,000.00. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Housing Rights Center Public Service Agency Agreement Page 11 of 18 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, butwhich 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 se g., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and.shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. This Agreement may be terminated by either party without cause upon thirty-(30) day's written notice. City shall be responsible for payment for work performed prior to the time such notice is given, but not for work performed after the notice if given, unless such work is requested in writing by City after the notice of termination. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with anyterm of the Agreement, and that the Agreement may be terminated for convenience in accordance with 24 CFR 85.44. Housing Rights Center Public Service Agency Agreement Page 12 of 18 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose. CONTRACTOR: Housing Rights Center 520 S. Virgil Avenue, Suite 400 Los Angeles, California 90020 Attn: Frances Espinoza, Executive Director CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Economic Development Administrator Such notice shall be deemed made when personally delivered orwhen mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulations and agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 Code of Federal Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. CONTRACTOR and City agree to cooperate to the fullest extent possible to insure compliance with all Federal requirements. Contractor further warrants that it will comply with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities.. (C) Requirements relating to the maintenance of a drug-free workplace. (D) Compliance with Federal Labor Standards. Housing Rights Center Public Service Agency Agreement Page 13 of 18 (E) Requirements forbidding interests of certain Federal officials. (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in this Contract by City and local government officials. (H) Compliance with program income and property management standards as defined in Federal Office of Management and Budget Circular A-102. (1) Program income -Transfers of grant funds by the City to the Contractor shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(1) and (ii). Any program income on had when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A-15 of this Agreement and 24 C.F.R. 507.503(b). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(a) and (b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Contractor does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570. 2. The Contractor does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement, the Contractor shall transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. (M)other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor 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 Housing Rights Center Public Service Agency Agreement Page 14 of 18 sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other parry, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the Housing Rights Center Public Service Agency Agreement Page 15 of 18 State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Housing Rights Center Public Service Agency Agreement Page 16 of 18 Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2010. CITY OF ROSEMEAD HOUSING RIGHTS CENTER BY: 4qa BY: cCl~.~ 7n fJ. d J ff Allred GRANT HRBATA City Manager Exeetito-ve PRE510cNT of -R+E BOARD Housing Rights Center Public Service Agency Agreement Page 17 of 18 Attest: By:, 94 Molleda City Clerk Approved to Form: By. Joseph M. Mon Burke, Williams & Sorensen, LLP City Attorney Housing Rights Center Public Service Agency Agreement Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES CITY OF ROSEMEAD PRIVATE OR NON-PROFIT COMMUNITY SERVICE ORGANIZATION Request for Funding - Fiscal Year 2010-11 Name of Organization: Housing Rights Center Address: 520 S. Virgil Avenue, Suite 400 Los Angeles CA 90020 Executive Director: Frances Espinoza Contact Name: Frances Espinoza Telephone: (213) 387-8400 ext. 35 Fax: (213) 381-8555 Email: feslimoza(@. c-la.ore Purpose of Organization: The Housing Rights Center's purpose is to promote equal opportunity in housing. We do this through by offering City of Rosemead residents services from our four key areas: (1) Discrimination Complaint Investigation, (2) Enforcement and Legal Services, (3) Landlord/Tenant Counseling, and (4) Education and Outreach. (Please also see attached Proposal.) FY 08-09 164 (Est.) FY 09-10 160 ROSEMEAD 2009-2010 FINANCIAL SUPPORT: $25,000 AGENCY TOTAL BUDGET FOR FISCAL YEAR 2010-11: 1.56M 2010-2011 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: $25,000 Enter "X" by the appropriate designation: X Non-profit Organization For-profit organization Enter "X" by all that apply: _A faith-based organization _An institution of higher education X Not Applicable TOTAL UNDUPLICATED CLIENTS RECEIVED: (Please Complete Attached Backup - Performance Report) FY 07-08 158 Page 1 of 10 rr 1. State the Agency's mission, goals and major objectives. In addition, describe programs designed to meet goals and objectives. Attach any recent evaluations of programs or needs assessments. Mission Statement: The Housing Rights Center's mission is to actively support and promote fair housing through education and advocacy, to the end that all persons have the opportunity to secure the housing they desire and can afford, without discrimination based on their race, color, religion, gender, sexual orientation, national origin, familial status, marital status, disability, ancestry, age, source of income, or other characteristics protected by law. Goals: (1) HRC will assist a minimum of 160 Rosemead residents with housing discrimination and landlordhenant concerns; (2) At least 10% of Rosemead clients will be assisted in languages other than English; and, (3) At least 85% of Rosemead residents who complete an evaluation about a Rosemead housing rights workshop will rate the information provided as being useful. Objectives: To educate/inform as many Rosemead residents as possible about the fair housing laws. Programs designed to meet goals and objectives: 1. Documentation of Activities HRC's comprehensive intake database includes a reporting component that makes the production of statistics and other diagnostic data accurate and efficient. Statistical reports will include all demographic and complaint issue data, which will facilitate the analysis of trends and emerging needs. We also tuck all our outreach activities in a database that allows us to track our activities by event type. 2. Documentation of Discrimination Complaints HRC will continue our practice of maintaining complete and organized case files. Our case files adhere to a strict format, which facilitates case management and review. Case files include all relevant documents and materials produced in the investigation and resolution of our cases. 2. Briefly explain any new programs or services to Rosemead residents during FY 2009-2010. Areany planned for FY 2010-20117 In 2008/09, HRC designed our first newsletter for property owners and managers. The newsletter included explanations to the most frequently asked questions by rental property owners. HRC translated the newsletter into Chinese and Spanish and distributed it throughout Rosemead. The newsletter was well received so HRC plans to continue this service for property owners in 2010/11. 3. How are clients referred to your agency? City Hall, HRC Website (www hrc-la.org), Phone Book, Outreach Events, Community Organizations, word-of-mouth. 4. List and explain any major changes in funding patterns or expenditures. There have not been any major changes in funding patterns or expenditures. Page 2 of 10 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.). P 09/10 Alhambra $28,200 09/10 Baldwin Park $15,000 09/10 Carson $30,096 09110 Culver City $21,151 09/10 El Monte 1/1/10-6/30/10 $12,600 09/10 Glendale $15,000 09/10 Hawthorne $40,800 09/10 In ewood $57300 09/10 Lancaster $25,100 09110 Los An eles $411,253 09/10 Los An el- Coun $136,150 09110 Montebello $20,000 09/10 Monterey Park $25,000 09/10 Oxnard $28,200 09/10 Pahndale 6,520 09110 Pasadena 0 000 09110 Pasadena Mediation A 0,000 09/10 Pico Rivera 0,0 00 09110 Pomona 0,000 09110 Redondo Beach 3,620 09/10 semead Ro $25,000 09110 Ventura City $9,000 09/10 Ventura County $45,887 09110 West Covina $15,000 09/10 Whittier $25,000 09/10 Attorney Fees/Registration from Training Seminars $250,000 6. What facilities in Rosemead are used to conduct services? HRC conducts Fair Housing and Housing Rights Workshops at the Garvey Community Center. 7. The proposed Community Service would be provided to: Mark each that apply X Low and Moderate-Income persons or households Abused Children X Handicapped Persons Illiterate Persons Battered Spouses X Homeless Persons Migrant Farm Workers X Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project: 160 Page 3 of 10 9. Provide a specific example or case study of a client that exemplifies how program objectives were achieved during the past year: (Attach additional pages if necessary) The HRC recently resolved a case involving a Rosemead client who is legally blind. The resident had lived at her current address for over ten years. The resident contacted HRC asking for assistance with a 60-day notice to vacate that she received. The resident told us that she wanted to remain a tenant at the property. After reviewing her documents, HRC realized that her notice was served a month earlier than she originally stated, and the notice was just days from expiring. HRC immediately contacted the manager of the apartment building and made a request for a reasonable accommodation on behalf of the client. Specifically, HRC requested that the manager rescind the notice to vacate and allow the client to continue as a tenant. The manager said that as long as the resident followed the rules of the property she would be allowed to stay. The manager signed an agreement granting the accommodation. HRC's helped this client retain her housing. 10. Has your organization conducted the proposed activity before? Yes X No 11. Describe your organization's experience with CDBG The Housing Rights Center has over 20 years of experience working with CDBG grants to provide fair housing services to local cities and counties. These cities and counties conduct annual programmatic and financial reviews. HRC has always received excellent reviews. 12. Total number served in prior years funded by the City of Rosemead Page 4 of 10 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2007-2008 SUMMARY OF DIRECT BENEFIT ACTIVITIES F Please count number of undo licated persons White Black not Hispanic Asian or American SUB-TOTAL Female not of of Pacific Indian or Head of Hispanic Hispanic Islander Alaskan Household Origin Origin Native Above Low Income 1 3 4 81 % or Higher of 3 8 15 26 1 Median Income Low Income 80% 4 27 16 7 54 4 of Median Income Very Low 50% of 2 10 4 1 17 3 Median Income Extremely Low 3 28 15 11 57 13 Income 30% of Median Income Unknown/Other Total 158 21 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2008-2009 SUMMARY OF DIRECT BENEFIT ACTIVITIES Please count number of undo licated persons White Other Hispanic Asian or American SUB-TOTAL Female not of Pacific Indian or Head of Hispanic Islander Alaskan Household Origin Native Above Low Income 81% or Higher of 4 1 4 4 13 2 Median Income Low Income 80% 2 1 22 9 34 7 of Median Income Very Low 50% of 7 7 25 6 1 46 3 Median Income Extremely Low 9 8 33 20 I 71 11 Income 30% of Median Income Unknown/Other Total 164 23 Page 5 of 10 CITY OF ROSEMEAD PERFORMANCE REPORT FOR FISCAL YEAR 2009-2010 (ESTIMATE) SUMMARY OF DIRECT BENEFIT ACTIVITIES i Please count number of duplicated persons White Other Hispanic Asian or American SUB-TOTAL Female not of Pacific Indian or Head of Hispanic Islander Alaskan Household Ori ` Native Above Low Income 81 % or Higher of 4 1 4 4 13 Median Income Low Income 80% 2 1 22 9 34 7 of Median Income Very Low 50% of 7 6 25 6 1 45 3 Median Income Extremely Low 9 5 33 20 1 68 11 Income 30% of Median Income Unknown/Other Total 160 21 Page 6 of 10 I 13. Proposed Program Budget - FY 2010-2011 I (Aihlir .IPTSII lP RPrtT1PC{C /~n~~r~ CDBG SHARE OTHER SOURCES Personnel Wa es $ 19,047 $ 1,089,108 Personnel Fringe Benefits $ 2,233 $ 197,501 Sin le Audit $ 60 $ 7,000 estin /Tester Trainin $ 158 $ 20,000 ravel/Miles e $ 70 $ 14,930 Rent/Storage $ 900 $ 97,800 Office/Public Info Supplies $ 422 $ 24,578 Equip/Computer Consultant $ 893 $ 38,896 Phone $ 600 $ 26,900 Postage $ 160 $ 23,840 Insurance $ 300 $ 14,700 PI Internet $ 57 $ 4,443 Subscri !fn Mt $ 100 $ 7,000 TOTAL $ 25,000 $ 1,566,696 Page 7 of 10 TOTAL OPERATING BUDGET EXPENSES Use Whole Dollars Only A Most Recent Fiscal Year 20082009 B Current Operating Year 20092010 C Proposed Budget July 1, 2010 to June 30, 2011 D Percent Change* Ex ense Salaries 986,043 1,010,700 1,089,108 7.75% Employee Benefits 103,314 101,070 99,517 -1.54% Employee Payroll Taxes 81,374 83,380 97,984 17.5% Prof & Consultant Fees 20,300 20,000 25,000 25.0% Supplies 16,820 15,500 15,500 0% Telephone & Fax 27,500 25,500 20,000 21.6% Postage & Shipping 14,700 14,000 14,000 0% Occupancy & Utilities 96,304 95,000 97,800 2.95% Rental & Maint Of Equip. 20,860 20,000 20,000 0% Printing & Publishing 10,200 9,500 9,500 0% Travel and Transportation 9,400 8,500 8,500 0% Conferences 3,806 4,000 4,000 0% Specific Assist. To Individuals 41,400 42,000 42,000 0% Membership Dues Awards $ Grants Insurance 14,000 13,000 14,000 7.7% Misc. Expenses 11,485 9,850 9,787 -0.64 Transfer to Other Funds Dues to National Organizations TOTAL EXPENSES 1,457,506 1,472,000 1,566 696 6.43% "Employee Payroll Taxes": These would increase in 2010/11 if HRC is awarded a FHIP grant from the U.S. Department of Housing and Urban Development We applied for a grant but have not yet heard whether we have been awarded one. "Prof & Consultant Fees": These fees would increase due to increased testing that would be conducted under a FHIP project "Telephone & Fax": This decreased because HRC changed providers and combined phone and DSL service. By doing this we receive a large monthly discount on our bill. Page 8 of 10 A Most Recent Fiscal Year 2008-2009 8 Current Operating Year 2009- 2010 C Proposed Budget July 1, 2010 to June 30, 2011 D Percent Chan e* Public Support Contributions Foundations & Private Grants Fund raisin /S ecial Events 9,825 10,000 10,000 0% Legacies and Bequests Other Federated Or g. United Way Misc. Organizations Other Subtotal 9,825 10,000 10,000 0% Government Federal ++160,419 State Local 1,215,785 1,217,000 12111277 -0.47% Subtotal 1,215,758 1,217, 000 113- 71 693 12.7% Other Revenue Membership Dues Program Services Fees Investment Income Transfer from Other Fund All Other Revenue 250,000 250,OD0 185,000 -26.0% Subtotal 250,000 250,000 185,000 -26.0% TOTAL REVENUE 1,475,583 1,477,000 1566,696 6.0% ++This amount is not guaranteed as HUD has not released the names of FHIP grant recipients yet If HRC is not awarded a grant, we will not hire staff to fill positions under the FHIP funded project The -26% change in 'All Other Revenue': this figure is mostly attorney's fees in cases HRC litigates. Our case load has decreased significantly in the past year so we estimate that we will recover far less in attorney's fees in 2010/11. Page 9 of 10 I HAVE BEEN AVMOIZED TO SUBNHT REQUEST FOR FUNDING 5 afore Name Executive Director Title (213) 387-8400 ext 35 Phone Number Housing Rights Center Organization January 14, 2010 Date Page 10 of 10 Part I Qualifications and Experience A. Mission Statement and Organizational History The Housing Rights Center (HRC) is Southern California's largest non-profit civil rights organization dedicated to securing the right to equal access in housing. HRC's mission is to actively support and promote fair housing to the end that all persons have the opportunity to secure the housing they desire and can afford, without discrimination based on their race, color, religion, gender, sexual orientation, national origin, familial status, marital status, disability, ancestry, age, source of income, or other characteristics protected by law. Following the currents of rigorous social reform, the Housing Rights Center was founded . in 1968, the same year Congress passed the Fair Housing Act. The Fair Housing Act committed all governments, federal, state, and local, to the goals of equal access in housing. HRC has addressed the challenges of housing discrimination without interruption since that time, and continues to expand and diversify its services and programs to meet the growing needs and ever changing issue of fair housing. HRC has mobilized a highly effective and diverse staff reflective of the communities we serve. We have the capacity to provide fair housing services in seven language: English, Armenian, Cantonese, Korean, Mandarin, Russian and Spanish. B. Type of Client Complaints Handled HRC investigates housing discrimination complaints brought under both State and Federal fair housing laws. From January 1, 2009 to December 31, 2009, HRC received 1,901 housing discrimination inquiries. We opened and thoroughly investigated 438 housing discrimination cases. (Figure 1) National Origin 4% In our investigations of the 438 cases, we found sufficient evidence of discrimination to warrant enforcement activity in 68%. Regarding the outcomes of our investigations, we successfully conciliated 41% of our cases, which typically meant that that client was able to retain their housing and 3% were referred to our legal department. Housing Rights Center Page 1 of 5 November 10, 2009 A. Housing Discrimination Complaint Services The Housing Rights Center's Investigations Department conducts thorough and efficient investigations with the goal of achieving the most favorable results available for our clients. 1. Inquiries In order to screen our calls for fair housing issues, our Counselors are trained to ask basic questions that are likely to reveal potential discrimination without prompting the caller to prematurely identify discrimination as the cause. When the Counselor suspects discrimination may be a factor in the caller's problem, the Counselor will complete the Discrimination Inquiry components of the intake database, in which we obtain contact and site information, as well as demographic information about the client. The Counseling Director then refers the inquiry to the Director of Investigations ("DOI'O, who will review the basic allegation and assign the inquiry to one of several Case Analysts ("CA's. The CAs then conduct a more thorough phone interview with the client who has alleged discriminatory practices. If the CA determines there is cause to suspect discrimination has occurred or is occurring, he or she will schedule an intake interview with the client. 2. Housing Discrimination Complaints a. Discrimination Case Intake Our intake form gives us a comprehensive picture of the rental scenario and is the first step toward launching an investigation. The intake form includes all contact information for the client, demographic data, and tenancy information. Key information about the complaint address is also gathered, including the names and addresses of the owner, management company, and on-site manager, whether the building is rent controlled or stabilized, the number of vacancies in the building (useful for testing), and how units at the complaint address are advertised for rental or sale. Finally, the intake form requires that the client provide a signed narrative of his or her experience, which describes the alleged discriminatory practice or practices in context and in chronological order. Upon completion of the intake, a case number is assigned and the CA and DOI meet again to discuss case investigation strategy. b. Case Investigation HRC uses five (5) principal methods when investigating complaints of housing discrimination. While paired testing and surveying are the most common, all methods can be an important part of gathering evidence and each is used as appropriate. I. Testing: Every effort is made to initiate testing in cases where it is appropriate as soon as possible after intake. Typically, this is within 2 or 3 days of the initial complaint. A concerted effort is made to test immediately in complaints by a prospective renter of a refusal to rent. We have designed standardized report forms to elicit information gathered during tests. The forms require testers to provide a comprehensive narrative of their experience in addition to detailed specific information. The Case Analyst then compares and analyzes the reports. ii. Surveys: When testing of the kind described above is not possible or appropriate, for example because there are no vacancies or because the allegation is by an in-place tenant complaining of harassment, we will often conduct surveys of other tenants at the complaint address. This is often the case where the apartment building has only a small number of units and tenant turnover is minimal. We seek comprehensive information from those surveyed about their tenancy, as well as their general impressions about the Housing Rights Center rage 4 or D November 10, 2009 conditions at the complaint address, with specific attention to the issues raised in the complaint. When other tenants of the same protected class as the client report similar treatment, surveys provide strong evidence of a pattern or practice of discrimination and become invaluable in conciliation efforts and/or settlement negotiations. iii. On-site Visits: On-site visits by HRC staff can be an important investigative tool when the physical conditions of the rental premises are at issue. This is often the case in an investigation of alleged disability discrimination. Physical evidence, such as photographs and diagrams, will verify the lack of an accommodation, such as a ramp, and the feasibility of installation. iv. Witness Statements: Clients frequently have witnesses who can verify elements of their allegation. We interview the witness and document the information they provide in signed and dated declarations. As with surveys, this sort of corroborating evidence is key in subsequent efforts to resolve the housing issue. V. Document requests and review: When building a case, we seek to maintain a complete file of the tenant and landlord's interaction. We will obtain rental agreements, advertisements, notices, and any correspondence that has been exchanged. We also conduct respondent property searches. This helps us determine whether there are other testing options, which can assist in establishing a pattern and practice of discrimination. C. Findings Once we have concluded our investigation, we make a determination about the strength of the evidence that corroborates the client's allegation of discrimination, assigning the case one of three possible findings. The strongest finding, "Sustains Allegation" (SA), is given to those cases for which we have obtained sufficient evidence to pursue diligent advocacy and/or legal remedies for the client. When the evidence we have obtained partially supports the allegation, or is otherwise inadequate for us to take further steps, we designate a finding of "Inconclusive Evidence (IE) of discrimination. When our investigation reveals that the complaint lacked merit as a fair housing violation, we make a finding of "No Evidence of Discrimination" (NED). d. Resolution of compliant if our investigation finds evidence supporting the allegation of discrimination, we work with the client to achieve his or her goal. At the intake interview, the CA will have explained the available options to the client and determined the client's goals. This fundamental question drives the investigation, and results in our office pursing one of the following actions: L Conciliation This is often our first step in trying to resolve the problem. When conciliating a complaint, we act as advocates for the client. Typically, we contact the respondent by letter and detail the basis of the allegation, the results of our investigation, the applicable law, and a proposed solution. If the client's goal is to secure the housing at issue, this will be our first priority. These "demand letters' give the respondent an early opportunity to avert further action. It also serves to put the respondent on notice that HRC has and will continue to intervene on the client's behalf. Occasionally, a respondent is unaware that a violation of fair housing law has occurred and is willing to make a good faith effort to correct the problem. We obtain that assurance in writing and continue to monitor the situation. When the client feels that the issue is resolved, the case is closed as "Successfully Conciliated" (SC). There are times, however when a respondent is unwilling to consider conciliation. As before, we present the client with his remaining options. If there is strong evidence of discrimination, we encourage the client to consider legal remedies. Housing Rights Center rnye a u, j November 10, 2009 ii. Referral to an Attorney and Continued Investigation When we have gathered evidence sustaining an allegation of discrimination, and the respondent has been unwilling to conciliate the matter or the client's stated goal is litigation, we pursue the appropriate legal remedies. HRC's Legal Department is able to represent clients in federal and state fair housing litigation. When the alleged discrimination practice implicates housing policy or gives HRC an opportunity to highlight an issue of particular importance, HRC will join as a plaintiff. B. Enforcement and Legal Services . HRC will maintain a legal department staffed with three attorneys licensed to practice law in state and federal courts, as well as a legal assistant to support the department with its filing and case management needs. The legal department will provide the following services: a. Legal Representation: The department will provide legal representation to clients and to HRC when evidence exists to support a meritorious claim of housing discrimination. b. Investigation support: The department will provide case analysis of discrimination complaints and guidance in investigation strategy for HRC's Investigation Department staff as needed. C. Staff Training: The department will conduct periodic training of investigation and counseling staff members on fair housing, predatory lending, and other housing law issues of note. d. Management Training: The department will conduct management certification trainings for housing industry professionals. C. General Housing and Tenant/Landlord Referrals HRC provides telephone and in-person counseling to both tenants and landlords regarding their respective rights and responsibilities under California law and local city ordinances. For example, staff members commonly cite specific civil codes that pertain to the client's matter and/or provide sample letters that discuss a particular issue. Tenant/landlord counseling not only facilitates housing-rights education of residents, but also serves to empower them in their efforts to achieve fair housing for themselves and in their communities. In our database, we refer to these calls as "resolved" since we have provided the caller the information required to resolve the issue on their own. When Counselors determine that a particular client's matter is outside the scope of our agency's services, we provide appropriate referral information. Using referral books compiled by HRC, staff members provide clients with agency names, phone numbers, and addresses in that client's locality. These referral lists are updated regularly to verify that the services continue to be provided. These agencies include, but are not limited to local housing authorities, health and building & safety departments, and other social service providers. D. Fair Housing Outreach Services HRC will implement a citywide fair housing Outreach Program that will create greater public awareness of fair housing throughout the City and address specific needs of the protected classes listed in federal, state, and local fair housing laws. HRC will facilitate large citywide outreach activities and increase the opportunities for media exposure while also focusing resources on targeted outreach regarding specific issues. 1. Housing Rights Workshops HRC will host two Housing Rights Workshops in Rosemead. The housing rights workshops include a comprehensive fair housing presentation, a discussion about common Housing Rights Center Vage 4 of November 10. 2009 forms of housing discrimination and a question and answer session. At these presentations, we will distribute agency literature to which participants can refer when specific issues arise. 2. Development and Distribution of Materials _ HRC staff will develop and distribute materials in the City that describe how housing injustices arise, the applicable laws that protect against housing discrimination and ways to prevent housing inequity. Our materials and programs will be offered to a variety of audiences such as housing professionals (e.g., landlords, property managers, and realtors), tenants, prospective homebuyers, city employees, and other non-profit organizations. Depending on the audience, the written materials will be translated by HRC staff and volunteers into Armenian, Cantonese, Mandarin, Korean Russian or Spanish. Materials will be distributed during neighborhood visits and mailings throughout the City ensuring that all residents have access to fair housing information and services. 3. Fair Housing Presentations HRC will provide fair housing presentations in Rosemead at sites throughout the City and in collaboration with local programs and services. Our programs will be offered to a variety of audiences such as housing professionals (e.g., landlords, property managers, and realtors), tenants, prospective homebuyers, city' employees, and other non-profit organizations. Depending on the audience, the presentations can be conducted by Center staff in Armenian, Cantonese, Korean, Mandarin, Russian or Spanish. The fair housing presentations entail an overview of fair housing laws, a discussion about common forms of housing discrimination and a question and answer session. HRC increases its effectiveness at these events by soliciting feedback in the form of evaluations that ask about fair housing issues addressed, presentation format, materials provided and overall program. 4. Property Management and Landlord Training HRC also holds monthly Fair Housing Certification Training seminars for housing industry professionals at our main office in Los Angeles. These seminars are tailored to provide detailed analysis of fair housing law and interpretation, with specific information on discrimination against families with children, people with disabilities, sexual harassment, hate crimes, and advertising. 5. Booths HRC will staff booths at community festivals, apartment owners' association annual events, college events and other events as they occur. We have developed eye-catching poster boards and banners that have proven helpful in drawing attendees to our booths. 6. Media HRC will use all media tools available to publicize fair housing and HRC's services. HRC will contact local media outlets and request that they publish or air public service announcements (PSA's'o about fair housing laws and HRC's services. 7. Special Events HRC will conduct our annual Housing Rights Summit in April that will bring together fair housing groups, social service providers, community members, and government entities to address fair housing and other related issues, such as immigration, community development and affordable housing. Persons not directly involved in fair housing will bring a fresh perspective to ways of addressing fair housing impediments and gain a new understanding of connections between fair housing and other issues. 8. Collaborative Efforts HRC will also continue to actively participate in several coalitions. Specifically, we will continue our role on the Los Angeles Times Fair Housing Advertising Task Force and with Call to Action. Housing Rights Center vage o or to November 10, 2009