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2500 - Family Promise of San Gabriel Valley - Homeless Shelter Services and ResourcesPROFESSIONAL SERVICES AGREEMENT HOMELESS SERVICES FOR FAMILIES (FAMILY PROMISE OF SAN GABRIEL VALLEY) 1. PARTIES AND DATE. This Agreement is made and entered into this 1st day 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 Family Promise of San Gabriel Valley with its principal place of business at 1055 E. Las Tunas Drive, Unit 525, San Gabriel, California 91776 ("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 transitional housing for families and support in the amount of $4,700.00 for the FY 2023- 2024. 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 homeless 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 temporary transitional housing and supportive services for families ("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 Family Promise of San Gabriel Valley 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 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 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 withholding, unemployment insurance, disability insurance, and workers' compensation Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 3 of 18 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: Lanita Tademy, 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. 3.2.8 Standard of Care; Performance of Employees: Consultant shall Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 3 of 18 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: Melissa R. Odotei, 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. 3.2.8 Standard of Care; Performance of Employees: Consultant shall Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) 1 Entitlement Grants Family Promise of San Gabriel Valley Page 4 of 18 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 requirements: Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 5 of 18 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 and any accounts receivable attributable to the use of CDBG funds, including any real Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 6 of 18 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 after 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. 2. Provide any facilities, services, financial Catalog of Federal Domestic Assistance (CFDA) Number 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 7 of 18 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 that 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 themto 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 Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 8 of 18 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 provisions including sanctions for non-compliance. Provided, however, that in the event Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 9 of 18 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 procurement of supplies, equipment, construction, and services by contract, the conflict Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 10 of 18 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 $4,700.00. 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, and shall post copies at the Consultant's principal place of business and at the project Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 11 of 18 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: Family Promise of San Gabriel Valley 1005 E. Las Tunas Drive, Unit 525 San Gabriel, CA 91776 Attn: Lanita Tademy, Executive Director Tel: (626) 569-0991 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 12 of 18 CITY: 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 ofthese 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 described in 24 CFR Part 570.502(b). Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 13 of 18 (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 related industry shall be deemed confidential. Consultant shall not use City's name or Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 14 of 18 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 proceedings. 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. 3.5.11 City's Right to Employ Other Consultants: City reserves right to Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 15 of 18 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 or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Family Promise of San Gabriel Valley Page 16 of 18 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 Family Promise of San Gabriel Valley 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 Family Promise of San Gabriel Valley Page 18 of 18 CITY OF ROSEMEAD SUBRECIPIENT By: ODa Ben Ki ity Manager D e Attest:_ Name: (-doty� I ' - Title: Ex",�' ✓si- Citji rk: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: iAl z i 4"� L Rachel Richman Date City Attorney By: Name: Title: Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants E M dRDE /NCORPORATED'`°) PROFESSIONAL SERVICES AGREEMENT HOMELESS SERVICES FOR FAMILIES (FAMILY PROMISE OF SAN GABRIEL VALLEY) 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 Family Promise of San Gabriel Valley with its principal place of business at 1055 E. Las Tunas Drive, Unit 525, San Gabriel, California 91776 ("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 transitional housing for familes and support in the amount of$5,000 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 homeless 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 temporary transitional housing and supportive services for families ("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 Family Promise of San Gabriel Valley 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 withholding, unemployment insurance, disability insurance, and workers' compensation Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 3 of 18 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: Melissa R. Odotei, Acting 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. 3.2.8 Standard of Care; Performance of Employees: Consultant shall Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 4 of 18 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 requirements: Catalog of Federal Domestic Assistance(CFDA)Number:14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 5 of 18 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 and any accounts receivable attributable to the use of CDBG funds, including any real Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 6 of 18 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 thenational 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. 3.2.181 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 notunder 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. 2. Provide any facilities, services, financial Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 7 of 18 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 Section 3.2.18.1 (A)-(E) nothing contained herein shall be construed to prohibit any Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 8 of 18 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 provisions including sanctions for non-compliance. Provided, however, that in the event Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 9 of 18 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 procurement of supplies, equipment, construction, and services by contract, the conflict Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 10 of 18 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 $5,000.00. 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, and shall post copies at the Consultant's principal place of business and at the project Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 11 of 18 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: Family Promise of San Gabriel Valley 1005 E. Las Tunas Drive, Unit 525 San Gabriel, CA 91776 Attn: Melissa R. Odotei, Acting Executive Director Tel: (626) 569-0991 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 12 of 18 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 described in 24 CFR Part 570.502(b). Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 13 of 18 (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 related industry shall be deemed confidential. Consultant shall not use City's name or Catalog of Federal Domestic Assistance(CFDA)Number:14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 14 of 18 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 andother 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. 3.5.11 City's Right to Employ Other Consultants: City reserves right to Catalog of Federal Domestic Assistance(CFDA)Number:14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 15 of 18 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 or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grant(CDBG)/Entitlement Grants Family Promise of San Gabriel Valley Page 16 of 18 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 Family Promise of San Gabriel Valley 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 Family Promise of San Gabriel Valley Page 18 of 18 CITY OF ROSEMEAD CONTRACTOR B : `i • . . ! Bv: . (0,etb (16?(NILO oria Molleda, City Manager ate Date Name: kk01/iS attt9kA. Attest: Title: /ct v� WiA)htE Maec . /' J Arila2 City Clerk D te [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: 44- p 8 Name: Rachel Richman D te 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 10 2019 03T PRIORITY NEED Public Service TARGET AREAS INCLUDED ❑Eligible Low and Moderate-Income Block Grant ❑x Community Wide PROJECT TITLE Family Promise of San Gabriel Valley PROJECT DESCRIPTION Provides funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families, as well as a full range of social services for clients. ANNUAL GOALS SUPPORTED ❑Planning &Administration ❑Increase Public Service for Seniors ❑Expand Fair Housing Choice and Access EAffordable Owner Housing ❑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 PRIORITY NEEDS ADDRESSED ❑Housing Needs ❑Supportive Service Needs ❑Affordable Owner Housing Needs ®Homeless Needs ❑l Renter Needs DEconomic Development Needs ❑Fair Housing Needs GOAL OUTCOME INDICATOR QTY UNIT OF MEASURES Homeless Person Overnight Shelter(Families) 5 Persons Assisted START DATE: ESTIMATED AMOUNT& RESOURCES 7/1/2019 CDBG $5,000 TARGET DATE COMPLETED: HOME 6/30/2020 OTHER TOTAL $5,000 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)569-2169 bkim ac cityofrosemead.org NON-PROFIT COMMUNITY SERVICE ORGANIZATION REQUEST FOR FUNDING FISCAL YEAR 2019-2020 Legal NameofOrganization: Family Promise of San Gabriel Valley Tax ID#:27-0315194 DUNS#: Address: 1005 E.Las Tunas Dr.#525; San Gabriel CA 91776 Executive Director: Xochitl Hernandez Contact Name:Xochitl Hernandez Telephone: 626-569-0991 Fax: Email:xochitl.hernandez@familypromisesgv.org Purpose ofOrganization: Our mission to help families challenged with homelessness and low income achieve sustainable independence through a community based approach. Enter"X"by the appropriate designation: x Non-profit organization _ For-profit organization Enter"X"by all that apply: _ Afaith-based organization _ An institution of higher education Not Applicable TOTAL UNDUPLICATEDROSEMEAD CLIENTS: FY 17-18 5 (Please Complete Attached Backup-Performance Report) (Est) FY 18-19 5 ROSEMEAD FY 2018-2019 FINANCIAL SUPPORT: 5000 FY2019-2020 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: 5000 AGENCY TOTAL BUDGET FOR FISCAL YEAR 2019-2020: $350,000 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grants/Entitlement Grants2 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. Missions Statement:Our mission to help families challenged with homelessness and low income achieve sustainable independence through a community based approach. Goals:Our goal is to support families experiencing homelessness or in imminent danger of becoming homeless by providing case management,shelter services,homeless prevention services,and after care. Objectives:For families experiencing homelessness in Rosemead and in the Greater San Gabriel Valley we provide shelter services and wrap around services.For families in eminent danger of becoming homeless we provide rental and eviction assistance. Programs designed to meet goals and objects:Our congregational shelter program houses 3-4 families at giving time,while providing case management and wrap around services until families are able to exit successfully into stable housing.Our homeless prevention initiative provides up to$1000 in assistance for either rental or eviction assistance to 15-20 families per year. 2. Briefly explain any new programs or services to Rosemead residents during FY 2018-2019.Are any planned for FY 2019-2020? Rosemead City residents will be able to participate in our homeless prevention initiative. 3. How are clients referred to your agency?Clients are referred through 211,Family Solutions Center, community partners,or they directly call our center. In general,we receive 50-60 referrals per month. 4. List and explain any major changes in funding patterns or expenditures:Funding patterns remain consistent, we have finalized a 3-year strategic planning and are projecting funding at$350,000 for Fiscal Year 2019 (Jan-Dec). Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grants/Entitlement Grants2 5. List major sources of funding and the amount(i.e.cities,county,state,federal,fundraising,etc.) Individual donors-$70,500;Foundational Giving-S80,000;Corporate Giving$30,000;Alhambra Unified School District$100,000; 6. What facilities in Rosemead are used to conduct services? 1255 San Gabriel Valley Blvd Rosemead CA:located at Evergreen Baptist Church 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 Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project: 5-10 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) In 2017-2019,we provided a Rosemead family of 5 experiencing homelessness.Family was admitted to our shelter program in June 2018 and successfully exited program in February 2019. Family received shelter services,case management.workforce development services which resulted in full time employment.childcare.transportation via LYFF services and stable housing. 10. Has your organization conducted the proposed activity before? Yes x No_ 11. Describe your organization's experience withCDBG Family Promise SGV has been receiving CDBG funds since 2013/2014 fiscal year. 12. Do you charge any fees to your clients? If so,what is the fee structure? No Catalog of Federal Domestic Assistance(CFDA)Number:14.218 CFDA Title:Community Development Block Grants/Entitlement Grants 3 PERFORMANCE REPORT FOR FISCAL YEAR 2017-2018 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 5 5 5 5 Yes Black Asian or Pacific Islander American Indian or Alaskan Native Native Hawaiian/Other Pacific Islander Other Multi Racial Unknown *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 4 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 5 5 5 5 Yes 86 Black Asian or Pacific Islander American Indian or Alaskan native Native Hawaiian/Other Pacific Islander Other Multi Racial Unknown *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 PROGRAM BUDGET Use Whole Dollars Only Current FY 2017-2018 Operating Year Proposed Budget CDBGSHARE FY FY 2018-2019 FY 2019-2020 2019-20 Expense Salaries 86500 86500 93500 4000 Employee Benefits 7500 7500 10000 Employees Payroll Taxes 9800 9800 10000 Profes. & Consultant Fees Supplies 1000 1000 1000 Telephone &Fax Postage & Shinning Occupancy & Utilities 5000 5000 7000 i—RRental & alnt. o quip. 1000 1000 1000 II� Printing & Publishing F Travel and Transportation 12000 +12000 15000 1000 Conferences Specific Assist. To Individuals Membership Dues Awards & Grants Insurance 2500 p500 3500 I Equipment Purchased r Misc. Expenses Transfer to Other Funds Dues to National Organizations j Over Expenses Please explain Changes Greater 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. 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 67396 70500 75000 Foundation&Private Grants 21500 32500 80000 Fundraising/special Events 21500 41000 50000 Legacies and Bequests Other Federated Org. United Way Misc.Organizations Other Subtotal 110396 144000 205000 Government Federal State Local 5000 5000 5000 Subtotal 115396 149000 210000 Other Revenue Membership Dues Program Services Fees Investment Income Transfer From Other Fund All Other Revenue Subtotal TOTAL REVENUE 115396 149000 210000 Please explain Changes Greater than 15%between FY 2017-18 and FY 2018-19 and/or FY 2018-19 and FY 2019-20. Family Promise SGV is projecting change in income in 2018-19 vs FY 2019-20 due funds Being raised to hire full time program manager for to manage shelter program Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title:Community Development Block Grants/Entitlement Grants?7 I HAVE BEEN AUTHORIZED TO SUBMIT REQUEST FOR FUNDING Signature Xochitl Hernandez Print Name Executive Director Title xochitl.hernandez@familypromisesgv.org Email Address 626-569-0991 Phone Number Family Promise of San Gabriel Valley Organization 2.14.19 Date DO NOT COMPLETE THIS SECTION - FOR CITY USE ONLY DateApplication Received: Date Reviewed byRosemead 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 Grants8 8 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 FAMILY PROMISE OF SAN GABRIEL VALLEY 1. PARTIES AND DATE. This Agreement is made and entered into this 11th 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 Family Promise of San Gabriel Valley, principal place of business at 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91176 ("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 crisis intervention counseling and support("Project") in the amount of$5,000 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 homeless 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 crisis intervention counseling and support 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 1,2017 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. Catalog of Federal Domestic Ass is lance(CFDA)Number. 14.218 Cl'DA Title. Community Development Block Grants/Entitlement Grants • Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2017-18 Page 3 of 19 3.2.6 Contractor's Representative. Contractor hereby designates Matthew Rayburn, Executive Director, or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractors 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. Catalog or Federal Domestic Assistance(CFDA)number. I-I 21 A LPDA Intim Community Dcvcloptncnt Block Grants/Lntillement Grants Family Promise of San Gabriel Valley 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 Assistance(CFDA)Numbec 1421N CFDA Title'. Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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)0) 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)(0). 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: Catalog of Federal Domestic Assistance(CFDA)Number: 1121 A CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 Catalog of Federal Domestic Assistance(CFDA)Number 14.218 CI.DA Tine. Community Development Block Grants/I entitlement Grants Family Promise of San Gabriel Valley 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 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 $5,000.00. 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. 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 Catalog of Federal Domestic Assistance(C41)At Number 14 218 CILIA•title. Community Development Block Grants/Fntitlemem Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2017-18 Page 13 of 19 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 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. Catalog of Federal Domestic Assistance{CFDA)Number: 14218 IPDA Title' Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2017-18 Page 15 of 19 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. 3.5A 0 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.2 IS CFDA Title Community Development Block Grants/Fmitlemcnt Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2017-18 Page 17 of 19 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 of Federal Domestic Assistance(CFDAI Number 14 218 CEDA Title: Commoniry Development Block Grants/Lmitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2017-18 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Asslstanee ICFDA)Number: 14 218 CI:DA Title: Community Deselopmenr Block crams/Entitlement Grants 11 Project Name Family Promise Target Area Community Wide Goals Supported Prevent Homelessness Needs Addressed Homeless Needs Funding CDBG: $5,000 Description Provide funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families,as well as a full range of social services for clients. Target Date 6/30/2017 • Estimate the number and type of families that will benefit from the proposed activities Location Description Planned Activities Through a sub-recipient contract with Family Promise of San Gabriel Valley,this program will provide the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families, as well as a full range of social services for clients. Annual Action Plan 38 2017 OMB Control No:2506-0117(exp.06/30/2018) PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY PROMISE OF SAN GABRIEL VALLEY 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 Family Promise of San Gabriel Valley, principal place of business at 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91176 ("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 crisis intervention counseling and support("Project") in the amount of$5,000 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 homeless 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 crisis intervention counseling and support 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, 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. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Title'. Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 2 of 19 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: Matthew Rayburn, Executive Director and Karen Roberson, Chair. 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitle,nent Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 3 of 19 3.2.6 Contractors Representative. Contractor hereby designates Matthew Rayburn, 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. Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA'Iglu. Community Development Block Grants/Entglemcnt Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 4 of 19 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 Agreementllocation 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 Family Promise of San Gabriel Valley 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: 14.218 CFDA Title: Community Development Flock Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 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 14218 CFDA title, Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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). 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 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: Catalog of Federal Domestic Assistance(CFDA)Number: 14.2)8 CFDA Titic Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 n 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 Civil Contractor shall not be p ohibit d byt this cpart 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: 14.215 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 rtlo. Community Development Block GantsfF.ntiticment Grants Family Promise of San Gabriel Valley 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. 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 Family Promise of San Gabriel Valley 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 (li) 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 $5,000.00. 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. 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 Catalog of Federal Domestic Assistance(CFDA)Number_ 14.218 CFDA Title_ Commmity Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 12 of 19 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: Family Promise of San Gabriel Valley 1255 San Gabriel Boulevard Rosemead, California 91770 Attn: Matthew Rayburn, 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Developmen t Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 13 of 19 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(6). (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. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CEDA Title: Community Development Block Grants/Enti0ement Grate Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 14 of 19 (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. 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, Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants • Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 15 of 19 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. Contractors 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 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. Catalog of Federal Domestic Assistance(CFDA)Number. 14218 CFDA Title: Community Development Block Grants/Entitlement Grans Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 16 of 19 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. 15.19 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising there from. 3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Fntalcment Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 17 of 19 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, 2016. (SIGNATURES ON NEXT PAGE) Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Gran ts/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 18 of 19 CITY OF ROSEMEAD FAMILY PROMISE OF SAN GABRIEL VALLEY BY: 3.9& R `mc�. BY: ' Bill Manis Matthew Rayburn City Manager Executive Director Attest: By: Ericka Hernandez Interim City Clerk Approved as to 11F Form: 1 By Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CEDA)Number: 14218 CEDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2016-17 Page 19 of 19 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance(CFDA)Number 14218 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 260-5205-5720-11053 Priority Need Public Service Project Title Family Promise of San Gabriel Valley Project Description Provide funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families,as well as a full range of social services for clients. Location 1255 San Gabriel Boulevard,Rosemead,California 91770 HUD Matrix Code Title 03T Operating Costs of Funding Sources Homeless/AIDS Patients Programs CDBG $5,000 CDBG Citation Eligibility ESG 570.201(e) 570.208(a)(2)—L/M Limited Clientele HOME Type of Recipient Location HOPWA Subrecipient Private Address Prior Year Funds 570.500(c) Assisted Housing Start Date Completion Date PHA 07/01/2016 06/30/2017 Other Funding { Annual Units Units Upon Completion Total S5,000 5 People 5 People Objective Category Outcome Category Suitable Living Availability/Accessibility Environment The primary purpose is to help: © the Homeless ❑ Persons with HIV/AIDS ❑ Persons with Disabilities ❑ Public Housing Needs 359 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY PROMISE OF SAN GABRIEL VALLEY 1. 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 Family Promise of San Gabriel Valley, principal place of business at 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91176 ( " 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 crisis intervention counseling and support ( "Project ") in the amount of $5,000 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 homeless 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 crisis intervention counseling and support 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, 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 2 of 19 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: Karen Roberson, Chair. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 3 of 19 3.2.6 Contractor's Representative Contractor hereby designates Karen Roberson, Chair, 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Fntitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 4 of 19 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 Family Promise of San Gabriel Valley 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 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Family Promise of San Gabriel Valley 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 CircularA- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. 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 Family Promise of San Gabriel Valley 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. (B) Contractor shall not under any program or activity Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 8 of 19 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. 5. Treat an individual differently from another in determining whetherthe 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 Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 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 forfurther 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- Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 10 of 19 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 activities in compliance with all Federal laws and regulations described in subpart K of the Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDATitle: Community Development Block Grams /Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 11 of 19 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 $5,000.00. 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 S, 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 12 of 19 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: Family Promise of San Gabriel Valley 1005 E. Las Tunas Drive, Unit 525 San Gabriel, California 91776 Attn: Karen Roberson, Chair 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDATitle: Community Development Block Grams /Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 13 of 19 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 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 14 of 19 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 anytime, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Emitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 15 of 19 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 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 16 of 19 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. 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, Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Gmntsffimdtlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 17 of 19 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/Bntidement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 18 of 19 CITY OF ROSEMEAD FAMILY PROMISE OF SAN GABRIEL VALLEY BY: W//Y/ /w BY: -- x -7" �� �/-`Z' �__ Jeff' llred Karen Roberson, LCS V City Manager Chair Attest: Gloria Molleda City Clerk Approved as to Form: Rachel Rich mart" Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Bntidement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2015 -16 Page 19 of 19 EXHIBIT A 6Y fl : W 11 Lm � i] ;MA 3y l l d 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- 6320- P94102 Priority Need Public Service Project Title Family Promise Project Description Provide funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families, as well as a full range of social services for clients. Location 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91776 HUD Matrix Code Title 03T Operating Costs of Homeless /AIDS Patients Programs CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c) Other Funding Start Date Completion Date 07/01/2015 06/30/2016 Annual Units Units Upon Completion 5 People 5 People Objective Category Outcome Category Suitable Living Availability /Accessibility Environment Funding Sources CDBG $5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Funding Total $5,000 The primary purpose is to help: 0 the Homeless ❑ Persons with MV/AIDS ❑ Persons with Disabilities ❑ Public Housing Needs -------...1 FAMIPRO-02 VPPGOSWAMI ASR° CERTIFICATE OF LIABILITY INSURANCE e DATE 12/31/DD,YTYY) 12r3vzola 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(ies)must 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 License#0726293 NAMEACT Arthur J.Gallagher 8 Co.Insurance Brokers of CA,Inc. 1��"xo,E.u:(818)539-2300 FAX No); (818) 539-2301 505 N Brand Blvd,Suite 600 E-MAIL _ Glendale,CA 91203 O DRESS. RECEIVED INSURER(S)AFFORDING COVERAGE NAIOp CITY OF ROSEMEAD INSURER A Philadelphia Indemnity Insurance Company 18058 INSURED JAN 07 7015 INSURER B. Family Promise of San Gabriel Valley JAN VV _INSURER C. _ __ 1005 E.Las Tunas Dr.,#525 INSURER D: San Gabriel,CA 91775 CITY CLERK'S OFFICE INSURERS: 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 DOCUMENTWITH 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' TYPE OF INSURANCE ANN p SMD POLICY NUMBER IMMIDDIYYYYI IMMIDDIYYY) LIMITS A X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 __,� CLAIMS-MADE X OCCUR X PHPK1253570 12/26/2014' 12/26/2015 DAMAGE TO RENTED 100,000 PRCMISES(Ea ocurrance) $ MED EXP(Any one person) $ 5,000 _PERSONAL a ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PFR GENERAL AGGREGATE $ 2.000,000 POLICY! ! TNT I. I LOC PRODUCTS-COMPIOP AGO $ 2,000,000 OTHER. COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Eaecmden0 s 1,000,000 A ANY AUTO PHPK1253570 12/26/2014 12/26/2015 BODILY INJURY(Per person) S X Al LOWNED SCHEDULED BODILY INJURY(Po aondentI S AUTOS NON-OWNED ROPERIY DAMAGE S X HIRED AUTOS X S AUTOS I (Per accident) •i S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ -EXCESS LIAR CLAIMS-MADE AGGREGATE S OED I ' RETENTIONS S 'WORKERS COMPENSATION . PER ERH- ANDEMPLOYERS'LIABILITY T.IN EACH ACE __ ER ANY PROPRIETORPARTNERIEXEDUTIVE I ! NIA E L.EACH ACCIDENT. ' S Mandatory in NH}t%C WDEOi SEPSF-FA EMPLOYEd 5 If yes,describe under DESCRIPTION OF OPERATIONS Lebow EL.DISEASE-POLICYLIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The City of Rosemead,its officers,agents,employees and members of Boards of Commissions are named additional insured/funding source with respect to the operations of the named insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E.Valley Blvd. Rosemead,CA 91770 AUTHORIZED REPRESENTATIVE . . .. ©1988.2014 AGGRO CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 000134 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments— Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors (with Fellow Included 7 Employee Coverage) - - AdditionalInsured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers, Landlords, or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included 8 I Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners, Lessees, or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS(10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 • Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 • Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury"or property damage'expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I—COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to anothers property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word"fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V— DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10111) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,'or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation,"or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful, or Deliberate Violations Any willful, intentional, or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of"violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation"does not include a Compliance Review. c. "Violation"means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) G. Medical Payments- Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III -LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I-COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I-COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of"employees," claims or"suits" brought or persons or organizations making claims or bringing "suits. Page5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-OLD-HS (10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients"premises due to theft or other loss to keys entrusted to you by your"client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors,trustees, authorized representatives or any one to whom you entrust the keys of a "client"for any purpose commit,whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee" as defined in Paragraph (1) above,who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10111) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) organization is an insured only with respect to liability for"bodily injury,""property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (h) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury" or"property damage"arising out of your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contractor agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury," "property damage" or"personal and advertising injury' but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage'or"personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage" included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence"or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 6.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above)at any time. R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 141b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V— DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company 000134 Chapman A Division of Arthur J.Gallagher&Co. Insurance Brokers of California, Inc. PO Box 5455 Pasadena,CA 91117-0455 0 City Of Rosemead 8838 Valley Blvd Rosemead CA 91770-1714 FAMIPRO -02 DMDIAZ ACORO` CERTIFICATE OF LIABILITY INSURANCE Dq DIYYYY) 2/312 v 3 /2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ERTIFICATE 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(ies) must 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 endomement(s). PRODUCER AJG California - '—'^ - PO Box 742886 Los Angeles, CA 90074.2886 - '�� .'.,1 CONTACT NAME: PHONE FAX LAIC, No EXt: LAIC, No: E- MAIL ADDRE INSURER(S) AFFORDING COVERAGE NAICa 'NSURERA:Philadelphia Indemnity Insurance Company 18058 � INSURED y 0 2Q1 L R INSURERB: INSURER C: EACH OCCURRENCE Family Promise f San Ga rlel Valley INSURER D: X COMMERCIALGENERALLIABILITY 1005 E. Las Tunis. 4# ._ - $an Gabriel, CA J " L.i]� V i INSURER E: PHPK1106567 'INSURER F: 12/26/2014 E S(Ea. ED PREM I SES E9 oaurrence ) COVERAGES CERTIFICAT - - - -- E NUM5EI� "v" ' 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. ADDLS B POLICY EFF POLICY UP IN TA TYPE OFINSURANICE S WVD POLICYNUMBER MMIDDIYYYY MMIDDIYYYV LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,006 A X COMMERCIALGENERALLIABILITY X PHPK1106567 1212612013 12/26/2014 E S(Ea. ED PREM I SES E9 oaurrence ) $ 100,000 CLAIMS -MADE [X] OCCUR MED UP (Any one person) $ 5,666 PERSONAL$ ADV INJURY $ 1,060,000 GENERALAGGREGATE S 2,066,600 GEN'LAGGREGATELIMIT APPLIES PER PRODUCTS- COMP/OP AGG $ 2,000,600 $ POLICY PRO- LO AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1 BODILY INJURY (Per person) $ A ANY AUTO PHPK1106567 12/26/2013 12126/2014 X ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Par amd.nl) $ PROPERTY DAMAGE PER ACCIOEN $ X HIRED AUTOS X NON -OWNED AUTOS 8 UMBRELLA LIAB OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAMS -MADE DED I i RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WCSTATU OTH- TORY LIMITS ER ANY PROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below EL . DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS LOCATIONS /VEHICLES (Adach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Rosemead, its officers, agents, employees and members of Boards of Commissions are named additional insured /funding source with respect to the operations of the named insured. CERTIFICATE HOLDER CANCELLATION ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City CI of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Patrick Platt 8838 E. Valley Blvd. AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 351 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY PROMISE OF SAN GABRIEL VALLEY 1. 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 Family Promise of San Gabriel Valley, principal place of business at 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91176 ( "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 crisis intervention counseling and support ( "Project ") in the amount of $5,000 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 homeless 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 crisis intervention counseling and support 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, 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 2 of 19 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: Karen Roberson, Chair. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 3 of 19 3.2.6 Contractor's Representative Contractor hereby designates Karen Roberson, Chair, 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 orthe 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Crants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 4 of 19 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 numberCA0001, 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 Agreementllocation 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: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 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 Ac ceptability 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: 14216 CFDA Title: Community Development Block Grants/Fruitlement Grants Family Promise of San Gabriel Valley 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 CircularA- 87. All expenditures must be documented by receipts, invoices, canceled checks, inventory rerecords, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. 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/Hnfitlement Grants Family Promise of San Gabriel Valley 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 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: Catalog of Federal Domestic Assistance (CFDA) Number: 14.219 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 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 Family Promise of San Gabriel Valley 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: 14.218 CFDA Title: Community Development Block Grants/Bntitlement Grants Family Promise of San Gabriel Valley 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 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 of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley 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 $5,000.00. 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. 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 12 of 19 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 ofAoreement 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 Ali 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: Family Promise of San Gabriel Valley 1005 E. Las Tunas Drive, Unit 525 San Gabriel, California 91776 Attn: Karen Roberson, Chair 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Gmnts Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 13 of 19 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 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 14 of 19 (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 orworks 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. 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, Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlemem Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 15 of 19 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 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Gmnts/Bntitlement Grunts Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 16 of 19 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: Severabilitv If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, 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. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 17 of 19 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: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2013 -14 Page 18 of 19 CITY OF ROSEMEAD FAMILY PROMISE OF SAN GABRIEL VALLEY BY: BY: -- J9f Allred Karen Roberson, LCSW City Manager Chair Attest �_l��i�I1.l1i►�■ Approved as to Form: / By:/1/ achel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tide: Community Development Block Grants/Entidement Grants Family Promise of San Gabriel Valley 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 -2014 Annual Aedoo Plan U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0011 4750- 6320- P94102 Priority Need Public Service Project Title Family Promise Project Description Provide funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families, as well as a full range of social services for clients. Location 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91776 HUD Matrix Code Title 03T Operating Costs of Persons with HIV /AIDS Homeless /AIDS Patients Programs CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — LIM Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c Other Fundin Start Date Completion Date 07/01/2013 06/30/2014 Annual Units Units Upon Completion 5 People 5 People Objective Category Outcome Category Suitable Living Availability /Accessibility Environment The primary purpose is to help: CDBG the Homeless • Persons with HIV /AIDS • Persons with Disabilities • Public Housing Needs Funding Sources CDBG $5,000 ESG HOME HOPWA Prior Year Funds Assisted Housin PHA Other Fundin Total $5,000 Community Development Department 67 Annual Action Plan City of Rosemead FY 2013 -14 CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 (626) 569 -2102 ppiaft@cityofrosemead.org NON - PROFIT COMMUNITY SERVICE ORGANIZATION REQUEST FOR FUNDING FISCAL YEAR 2013 -2014 Legal Name of Organization: Family Promise of San Gabriel Valle Tax ID #: 27- 0315194 DUNS #: Address: 1005 E. Las Tunas #525, San Gabriel. Calif 91776 Executive Director: Kimberly Jackson Contact Name: Karen Roberson Telephone: 626 354 -6514 Fax: 626 280 -2070 Email: Karen.roberson@fpsgv_ora or Kimberly.jackson@fpsgv.org Purpose of Organization: Food, shelter, case management for homeless children and their families. Primary focus is helping families return to stable housing and helping them seek employment. 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 Not Applicable TOTAL UNDUPLICATED ROSEMEAD CLIENTS: FY 11 -12 3 (Please Complete Attached Backup — Performance Report) (Est.) FY 12 -13 5 ROSEMEAD FY 2012 -2013 FINANCIAL SUPPORT: $5000.00 FY 2013 -2014 FINANCIAL REQUEST FROM CITY OF ROSEMEAD: $5000.00 AGENCY TOTAL BUDGET FOR FISCAL YEAR 2013 -2014: $147,000.00 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. Missions Statement: The mission of Family Promise of San Gabriel Valley is To help homeless families with children stay intact and regain stable housing and employment within a supportive volunteer- driven community. Goals: • Provide safe place for families to sleep, eat, and be sheltered from burdens of adversity /violence . • Intervene to reverse the downward spiral of homelessness and societal alienation for the children and families • Help parents /caretakers obtain gainful employment • Help families attain psych000cial stability with the goal of returning to stable housing Objectives: Provide case management services to • Provide immediate shelter • Assess client system and identify physical, social and psychological barriers to stable housing • Devise individual case plans to address family and systems issues • Collaborate with schools, Social Service agencies, mental health and substance abuse delivery systems to stabilize the family system • Assist families to locate, apply for and obtain housing (includes helping families save income in order to have needed deposits, etc) • Assist with development of work resume and applications, obtain appropriate clothing and support for job interviews. • Provide life skills classes /programs to support families' independence and success Programs designed to meet goals and objectives: • Case management services: assessment and implementation of an individualized case plan with oversight from a Licensed Clinical Social Worker. • Social work internship program to assist families with job resumes, provide life skills classes, provide counseling as needed. • Collaboration with housing programs and landlords and actively refer families to appropriate programs and services. " • Collaboration with other social service agencies /programs to meet needs of individual clients and client groups 2. Briefly explain any new programs or services to Rosemead residents during FY 2012 - 2013. Are any planned for FY 2013 -2014? Family Promise began serving families in December, 2011. 2012 was the first full year of service, and the entire program was new to Rosemead residents. Program accomplishments for this past year (2012) included the following: • Outreach to Rosemead schools and social service agencies to provide access to potential Family Promise clients. • Family Promise worked closely with McKinneyNento caseworker in Montebello School District since Montebello Schools provide education for Rosemead children. `a Social work interns at Family Promise developed and provided Anger Management skills training for client families. Families of Family Promise wanted to help others (since they were being helped), so they provided two Rosemead families with food, gift cards and gifts for Christmas holidays. FY 2013 -2014 program goals include but are not limited to: • Life Skills workshops /education. • Financial Literacy workshops to be planned in collaboration with Peace Over Violence. • Domestic Violence awareness education. • Parenting classes- Family Promise is collaborating with Montebello School District to offer parenting classes specifically for Rosemead parents. • Anger Management skills training- developed and implemented in 2012 and available ongoing. 3. How are clients referred to your agency? Clients are referred to our program from other social service agencies with whom we collaborate, from school homeless services workers, from churches, and self referral. 4. List and explain any major changes in funding patterns or expenditures There are no major changes in funding or expenditures. 5. List major sources of funding and the amount (i.e. cities, county, state, federal, fundraising, etc.) City funding: City of Rosemead: $5000. Contributions from individuals and organizations: $74,000. Fundraising: $17,000. 6. What facilities in Rosemead are used to conduct services? The Resource Center (hub of operations) is located at 1255 San Gabriel Blvd, Rosemead 91770, on the grounds of Evergreen Baptist Church. 7. The proposed Community Service would be provided to: Mark each that apply XX Low and Moderate - Income persons or households Abused Children Handicapped Persons Illiterate Persons Battered Spouses XX Homeless Persons Migrant Farm Workers Elderly Persons 8. How many Rosemead citizens do you project will benefit from your program/project: 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) Case study of Joey and Maria. At one time their life resembled yours and mine. They were working full -time, caring for their son, and living the American dream. Then Joey lost his job, and they subsequently lost their home. Desperate, they moved in with a family member who offered to help. Things went well for while, but then tight quarters and strained relations soon found the family homeless once more. With nowhere to turn, Joey and Maria spent their days looking for work and their nights sleeping outside on a park bench with their second -grade son and infant daughter. They had run out of all other options when their case manager referred them to Family Promise SGV. The moment Joey and Maria and their children entered Family Promise SGV in late August 2012, they were welcomed with open arms. They found our resource center to be a safe and comfortable home -base to shower, do laundry, send their son to school, and go about their daily living. They worked hard on housing and employment goals, participated regularly in individual case management sessions and sought family support services. During their stay at Family Promise SGV, Joey found full -time work at a local warehouse and was able to save $1,000 towards a new apartment. Less than three months after coming to Family Promise SGV, Joey and Maria graduated into a transitional program, where they can continue to save money and move into permanent housing. 10. Has your organization conducted the proposed activity before? Yes X_ No 11. Describe your organization's experience with CDBG Family Promise of San Gabriel Valley was granted $16,000. over two years during the FY2010 /2011 and FY 2011/2012 by the City of Monterey Park. The funds were for the purpose of establishing the Day Center (now referred to as the Resource Center) and to provide shelter to families in the communities of the Monterey Park, Rosemead, San Gabriel/Pasadena area. The terms and conditions of the grant were met. 11 12. Do you charge any fees to your clients? If so, what is the fee structure? We do not charge clients. Ea §) \\ \\ E� |§ � ( (� ( ( ! E ) § ( E § / ƒ ( , t ( � � ƒ � {§ @ / . j7 /\ °� t3 \ \��� CD k �)m(A 2 �\ � � � )� r 2 §� ]§ \] §) eo n� j� p §/ �¥ #M o � /\ j� f� _ k z §) §� (( (( \/ |§ M \ �f 2] M q/ \ \® e2 > §o §� E/ 03 *A c% z \\ ]� \� � § ( G ( \ \ ( , - ( . Ek /® 2 \ . . . \ � b§ I \ \ §�\ 2 § / m=om go . . M \ �f 2] M q/ \ \® e2 > §o §� E/ 03 *A c% z \\ ]� \� � 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. Note: Fiscal 2011 represented a year of preparation with the opening of the resource center in December 2011.; Fiscal 2012 was first full year of operation for the resource center. Salaries expense in 2013 represents full year for director and part time drivers; The director position was vacant in 2012 for 6 months Professional fees consists primarily of background checks and lab kits for employees /volunteers Insurance expense increase primarily due to workers compensation insurance and other premium Professional fees consists primarily of background checks and lab kits for employees/volunteers Equipment purchased consists of denreciation leasehold improvements and other eauioment Please explain what expenses are included in the "Other" Category. FY 2011 Current Operating Year FY 2012 Proposed Budget FY 2013 CDBG SHARE FY 2013 -14* Expense Salaries 25,749 52,689 74,485 4,630 Employee Benefits 1,454 1,985 3,600 Employees Payroll Taxes 2,761 5,394 7,800 370 Profes. & Consultant Fees 345 1 1,500 Supplies 3,791 5,806 6,000 Telephone & Fax 673 1,643 2,000 Postage & Shipping 175 481 2,000 Occupancy & Utilities 3,090 5,163 5,000 Rental & Maint. ofEquip. 1,107 328 500 Printing & Publishing 343 1,087 1,500 Travel and Transportation 4,086 11,472 11,500 Conferences 243 450 600 Specific Assist. To Individuals 0 0 0 Membership Dues 0 0 0 Awards & Grants 0 0 0 Insurance 9,448 9,843 15,250 Equipment Purchased 0 5,622 5,622 Misc. Expenses 3,877 2,597 2,500 Transfer to Other Funds 0 0 0 Dues to National Organizations 0 750 1,600 Total Expenses 57,142 106,805 141,157 5 Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. Note: Fiscal 2011 represented a year of preparation with the opening of the resource center in December 2011.; Fiscal 2012 was first full year of operation for the resource center. Salaries expense in 2013 represents full year for director and part time drivers; The director position was vacant in 2012 for 6 months Professional fees consists primarily of background checks and lab kits for employees /volunteers Insurance expense increase primarily due to workers compensation insurance and other premium Professional fees consists primarily of background checks and lab kits for employees/volunteers Equipment purchased consists of denreciation leasehold improvements and other eauioment Please explain what expenses are included in the "Other" Category. PROGRAM REVENUE 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. Contributions increased due to increased donor and congregation base; expansion planned in 2013 to cultivate maior donors. Foundations and other grants to be pursued more in 2013 due to ability to demonstrate results from full year of operation. Fundraising in 2011 consisted of Box City; Fundraising in 2012 consists of 2 major events: Empty Bowls and Box City. For 2013, expansion is planned in both events. Other consists of donated 15 passenger van in 2012. Local Government revenue in 2011 consisted of $8,000 grant from City of Monterey Park; 2012 Local revenue consists of City of Rosemead current billing of $2.384 FY 2011 Current Operating Year FY 2012 Proposed for FY 2013 Public Support Contributions 48,690 64,269 91,000 Foundation & Frivate Grants 0 486 20,000 Fundraising / special Events 9,717 17,463 31,000 Legacies and Bequests 0 0 0 Other Federated Org. 0 0 0 United Way 0 0 0 Misc. Organizations 0 0 0 Other 0 7,000 0 Subtotal 58,407 89,216 142,000 Government Federal 0 0 State 0 0 Local 8,000 2,384 5,000 Subtotal 8,000 2,384 5,000 Other Revenue Membership Dues 0 0 0 Program Services Fees 0 0 0 Investment Income 0 0 0 Transfer From Other Fund 0 0 0 All Other Revenue 0 0 0 Subtotal 0 0 0 TOTAL REVENUE 66,4 91 147,000 Please explain Changes Greater than 15% between FY 2011 -12 and FY 2012 -13 and/or FY 2012 -13 and FY 2013 -14. Contributions increased due to increased donor and congregation base; expansion planned in 2013 to cultivate maior donors. Foundations and other grants to be pursued more in 2013 due to ability to demonstrate results from full year of operation. Fundraising in 2011 consisted of Box City; Fundraising in 2012 consists of 2 major events: Empty Bowls and Box City. For 2013, expansion is planned in both events. Other consists of donated 15 passenger van in 2012. Local Government revenue in 2011 consisted of $8,000 grant from City of Monterey Park; 2012 Local revenue consists of City of Rosemead current billing of $2.384 I HAVE BEEN AUTHORIZED TO SUBNUT REQUESI'FOR FUNDING Signature Name Karen Roberson Print Name Chair, Board of Directors Title Karen.roberson(a fasev.ore Email Address 626 354 -6514 Phone Number Family Promise of San Gabriel Valley 1/22/2013 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: 0 FANITF RD -01 PATRAS 71 `�- CERTIFICATE OF LIABILITY INSURANCE DATE IM WMDIYYYY) 112312013 T141S 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 IBEL0119. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIPED REPRESENTATIVE OR PRODUCER, AND THE' CERTIFICATE HOLDER. IMPORTANT: if the cart0icate holder is an ADDITIONAL INSURED, the policy(ies) most be emlorsed. If SUBROGATION IS WAIVED, subject to the terms and candltiousofthe parity, certain :pa0ciesmay regoimanindorsement A statementan this eer9ficate does not confer rights to the certificate bolderin lieu of such endomement(s). PRODUCER Chapman .aDivisfonufArthurJ . Gallagher &Co. Insurance Brokers of California, Inc. PO Box 5456 - . 'CONTACT NAME PHONE 7 3 ?{03 -Bii31 f "1 628 A05iDSSS LAIC ft ,a. � 6) � E -MAIL ADDRESS: P14PK94SS93 1212612012 Pasadena,'GA911174)"5 INSURERIS)APFOROMIG COVERAGE TIAICI# INSURMA.Philadelphia insurance Company 123860 MED EXP'(Anyoneperson) NSURED _ ANSDRER ®: $ 7,D911,D00 :TNMRER C. Family Premise of San Gabriel Valley VNSURERO: GEN'LAGGREGATE'LIMIT APPLIES PER: :POLICY .PRO- POLICY JECT 1405 E. Las Tunas Dr., #525 San Gabriel, CA 51775 'INSORERE' $ INSURERF: :AUTOMOBILELIABILITY ANY.AUTO A LL X IJTCS S O WNED SCHEDULED . AUTO AlIG X :HIREDAUTOS X NON-OMED ALTOS COVERAGES CERTIFICATE NUMBER: 'REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF .INSURANCE LISTED BELOW'HAVE BEEN !ISSUED TO THE:INSURED NAMED ABOVE FQR TH'EPOLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDI1'ON OF ANY 'CONTRArT'OR OTHE R UDCLLMENTMT.H:RESPECT TO WHICH THIS ''CERTIFICATE MAY 'BE MSUED OR :MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I'S SUBJECT TO ALL THE TERMS, 1EXCLUSIONSAND CONDITION'S' OF' SUCH :POLICIES LIMITS SRCWN'MAY NAVE BEEN REDUCED BY'PAID CLAIMS- Lm TYPE OFINSURANCE AmLsunR INSR i m"Drri'm .P000YENP I MMWIYYYY J URI A GENERA'LLMMUTY X 'COMMERCIALGENERA ABUTY GLAIMS -MADE - IOCCOR X P14PK94SS93 1212612012 1212612013 EACH OCCURRENCE 3 1,D00,000 PRENIISES: E. WE nrs $ 11111.000 MED EXP'(Anyoneperson) PERSONALS ADVIWLIRY $ 7,D911,D00 GENERAL AGGREGATE S 2,000,000 GEN'LAGGREGATE'LIMIT APPLIES PER: :POLICY .PRO- POLICY JECT PRODUCTS = COMP.ADP.AGG 3 3:000fllog $ A :AUTOMOBILELIABILITY ANY.AUTO A LL X IJTCS S O WNED SCHEDULED . AUTO AlIG X :HIREDAUTOS X NON-OMED ALTOS PFIPK949593 12#612012 1212612013 'FOOMLINED6INGLE LIMIT $ 7,000,900 BODILY INJURY (Perpe.n) 3 WDILYINJUBY(Perauldant) $ PRO ERTY DAMAGE erecudedE UMBRELLA:IIAS EXCESSLAS 'OCDUR CLAIMS- T:1ADE EADH OCCURRENCE $ AGGREGATE $ ;OED RETENTION$ $ WORKERS COMPENSATION AND'EMPLOYERS'LI'ABILITY Y.INI ANYPROPRIFfOR1PARTNERIEX£CDTNE OPPCERIMEMBEREXCLUDEDi 0 IMandarogln:NMl 0 pas R Jr7 N under .DESCRIPTION OF NIA 'A'C STATD- OTa- TORYtiIMITS ER El. EACH ACGIDENT 4 E.L DISEASE -EA EMPLOY - '$ Ei. QIBEASE- POlI'OY LIMIT $ : DESCRIPTIONOF 'OPERAUONS;I'LOCAVONSIVEHMC '(AM ,ACORD10I,A4dKIhnEl Remaik Soheddle,tf leeis lred) The City of Rosemead, its officers, agents, employees and members of Boards of Commissions are named additional insmadlfunding.Source v&h respect to the operations of the named insured. City of Rosemead Alin: Patrick Platt 8838 E. Valley Blvd. Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR REPRESENTATNE OUL rral All rinhts reserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 351 PUBLIC SERVICE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FAMILY PROMISE OF SAN GABRIEL VALLEY PARTIES AND DATE. This Agreement is made and entered into this 8 th 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 Family Promise of San Gabriel Valley, principal place of business at 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91176 ( "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 crisis intervention counseling and support ( "Project ") in the amount of $5,000 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 homeless 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 crisis intervention counseling and support 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. Family Promise of San Gabriel Valley 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: Karen Roberson, Chair. 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. Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 3 of 18 3.2.6 Contractor's Representative Contractor hereby designates Karen Roberson, Chair, 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 Family Promise of San Gabriel Valley 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 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 Agreementllocation 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 Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 5 of 18 w 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 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 Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 6 of 18 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 Family Promise of San Gabriel Valley 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 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. Family Promise of San Gabriel Valley 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 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 _ Emmployment 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 Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 9 of 18 w 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). (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. Family Promise of San Gabriel Valley 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 priorwritten 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 $5,000.00. 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. Family Promise of San Gabriel Valley 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, 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 Prevailinq Wages Contractor is aware of the requirements of California Labor Code Section 1720, et seg., and 1770, et sec l., 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. Family Promise of San Gabriel Valley 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: Family Promise of San Gabriel Valley 1005 E. Las Tunas Drive, Unit 525 San Gabriel, California 91776 Attn: Karen Roberson, Chair 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. Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 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. Family Promise of San Gabriel Valley 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. Family Promise of San Gabriel Valley 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 Family Promise of San Gabriel Valley 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 FAMILY PROMISE OF SAN GABRIEL VALLEY BY: BY: (/ JeffAllred Karen Roberson, LCSW City Manager Chair Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 17 of 18 Attest: B Gloria Molleda City Clerk Approved as to Form: By: Wa 6z Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Family Promise of San Gabriel Valley Public Service Agency Agreement FY 2012 -13 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES 2012 —2018 Annual Ac4oniFln U.S. Department of Housing & Urban Development CPD Action Plan Listing of Proposed Projects Project ID Local ID 0011 4750- 6320- P94102 Priority Need Public Service Project Title Family Promise Project Description Provide funds for the partial funding of a Homeless Shelter for families. The shelter provides temporary transitional housing for families, as well as a full range of social services for clients. Location 1005 E. Las Tunas Drive, Unit 525, San Gabriel, California 91776 HUD Matrix Code Title 03T Operating Costs of Homeless /AIDS Patients Programs CDBG Citation Eligibility 570.201(e) 570.208(a)(2) — L/M Limited Clientele Type of Recipient Location Subrecipient Private Address 570.500(c Other Fundin Start Date Completion Date 07/01/2012 06/30/2013 Annual Units Units Upon Completion 5 People 5 People Objective Category Outcome Category Suitable Living Availability /Accessibility Environment The primary purpose is to help: the Homeless • Persons with HIV /AIDS • Persons with Disabilities ❑ Public Housing Needs Funding Sources CDBG $5,000 ESG HOME HOPWA Prior Year Funds Assisted Housing PHA Other Fundin Total $5,000 Community Development Department 67 Annual Action Plan City of Rosemead FY 2012 -13 A` ORO" FAMIPRO-01 CERTIFICATE OF LIOR11 ITV incl IDAurr DATE (MWDDIYYYYI 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 ri hts to the certificate holder in lieu of such endorsement( -1. PRODUCER Charity One Insurance Agency, Inc. 680 East Alosta Avenue, Suite 104 Azusa, CA 91702 C NT CT PHONE INC, No, Eld): (626) 815-1550 jac, Na):(626) 815-1552 .MAI . in cha, ityoneinsurance.com INSURE B AFFORDING COVERAGE NAIC# INSURED Family Promise of San Gabriel Valley 1005 Las Tunas Dr Ste 525 INsuRER A: Non rofits' Insurance Alliance of California 011845 INSURER B INSURER C: INSURER D: San Gabriel, CA 91776 INSURER E: /NSR CGVERAr:FR NSURER F: ............ REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED INDICATED. NOTWITHSTANDING NAMED ABOVE FOR THE POLICY PERIOD ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENTWITH CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED EXCLUSIONS RESPECTTO HEREIN IS SUBJECT WHICH THIS TOALL AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THE TERMS, /NSR TYPE OF INSURANCE AOOL SUER POLICY EFF PoLICY EXP I= M11 POLICY NUMBERwilloopan"i A X COMMERCIAL GENERAL LIABILITY LIMITS OCCUR ECLAIMS-MADE 1.000,000 2023-30571 8/612023 8/5/2024 GE TO RENTED 500,000 $ XP An one rson E 20.000 !EACHOCCURRENCE NAL S ADV INJURY S 1.0.0GEN'L AGGREGATE LqIMpITAPPLIES PER: POLICY ❑ JECT AL AGGREGATE 3.000,000 LOC CTS-COMP/OP AGG $ 3.000.000 OTHER' A AUTOMOBILE LABILITY $ COMBINED SINGLE LIMIT 1,000,000 ANY OWNED O 2023-30571 816/2023 815/2024 OWNED SCHEDULED (Ea aCdcounn BODILY INJURY Per arson $ AUTOS ONLY ACCpTOSyW�NN BODILY INJURY Par accident E X AUT080NLY X AUTOONLB PdiOPERTY AMAGE er.P.ER nt g UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESSXCESSLAB CI -AIMS -MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS LABIUTY Y I N PR E.L. EACH ACCIDEM $ ANY �P�ROPREIETgORMARTNERIEXECUTIVE RW In NII) EXCLUDED'! Le N NIA E.L.DISEASE- EA EMPLOYE $ ILt IMFBnda yy If yea, Ee8CIlOB Yrltlar E.L. DISEASE -POLICY LIMIT E DESCRIPTION OF OPERATIONS below A Professional Liabill 2023.30571 8/512023 8/5/2024 51 MiIPerOcGAgg 1,000,000 A Abuse 8 Molestation 2023.30571 8/512023 8/512024 $7MiIPerOcc/Agg 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarea Schedule, may W stlachad K mon apace Is "ufted) PROOF OF COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Family PromMe of San Gabriel Valley ACCORDANCE WITH THE POLICY PROVISIONS. 1005 Las Tunas Or Ste 525 San Gabriel, CA 91776 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) ©1986-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD