Diana Cho and Associates (2013) CITY OF RANCHO PALOS VERDES
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 18th day of June,
2013, by and between the City of Rancho Palos Verdes ("CITY") and Diana Cho and
Associates ("CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth, the parties agree as
follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The CITY participates in the Community Development Block Grant("CDBG")
program and receives annual funding from the U.S. Department of Housing and Urban
Development ("HUD") through the Los Angeles County Community Development
Commission. CONSULTANT shall provide professional services necessary to administer
the CITY'S CDBG projects, including but not limited to the tasks as described in the CITY's
Request For Proposals, which is attached hereto as Exhibit"A"and incorporated herein by
this reference, and in CONSULTANT's Proposal, which is attached hereto as Exhibit "B"
and incorporated herein by this reference ("Project").
1.2 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSULTANT
shall perform with due diligence the services requested by the CITY. Time is of the
essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall
CONSULTANT be responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely
information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty
performance by CITY, other consultants/contractors, or governmental agencies, or any
other delays beyond CONSULTANT's control or without CONSULTANT's fault.
1.3 Term of Agreement
This Agreement shall commence on July 1, 2013 and shall expire on June
30, 2014, unless terminated earlier pursuant to Article 4 of this Agreement.
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ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT an amount not to exceed
Thirteen Thousand dollars ($13,000) in FY 13-14 in CDBG funds, which come from HUD,
for professional services as indicated and further described in Section 1.1 of this
Agreement.
2.2 Terms of Compensation
(a) CONSULTANT shall submit monthly invoices for the percentage of
work completed in the previous month. All costs shall be supported by properly executed
payrolls, time records, invoices, contracts, vouchers, orders, or other accounting
documents. CITY agrees to authorize payment for all undisputed invoice amounts within
thirty (30) days of receipt of each invoice. CITY agrees to use its best efforts to notify
CONSULTANT of any disputed invoice amounts or claimed completion percentages within
ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify
CONSULTANT of a disputed amount or claimed completion percentage shall not be
deemed a waiver of CITY's right to challenge such amount or percentage.
(b) Additionally, if the CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by the CITY, then
CITY agrees CONSULTANT shall have the right to consider said default a total breach of
this Agreement, and this Agreement may be terminated by CONSULTANT upon ten (10)
working days' advance written notice.
2.3 Additional Services
CITY may request additional specified work under this Agreement. All such
work must be authorized in writing by the CITY's Director of Public Works prior to
commencement. CONSULTANT shall perform such services, and CITY shall pay for such
additional services in accordance with CONSULTANT's Schedule of Hourly Rates,which is
within Exhibit "B." The schedule of hourly rates shall be in effect through the end of this
Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
To the maximum extent permitted by law, CONSULTANT shall defend,
indemnify, and hold the CITY, its officials, officers, employees, agents and independent
contractors serving in the role of CITY officials, and volunteers (collectively"Indemnitees")
free and harmless from any and all claims, demands, causes of action, costs, expenses,
liabilities, losses, damages or injuries, in law or equity, to property or persons, including
wrongful death (collectively"Claims"), in any manner arising out of or incident to any acts or
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omissions of CONSULTANT, its officials, officers, employees or agents in connection with
the performance of this Agreement, including without limitation the payment of all
consequential damages, attorneys'fees, and other related costs and expenses, except for
such Claims arising out of the sole negligence or willful misconduct of the Indemnitees.
With respect to any and all such Claims, CONSULTANT shall defend Indemnitees at
CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment,
award, or decree that may be rendered against Indemnitees. CONSULTANT shall
reimburse Indemnitees 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
CONSULTANT or Indemnitees. All duties of CONSULTANT under this Section shall
survive termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement obtain, maintain,
and keep in full force and effect a policy or policies of Commercial General Liability
Insurance, with minimum limits of one million dollars ($1,000,000)for each occurrence and
two million dollars ($2,000,000) in the aggregate for bodily injury, death, loss or property
damage for products or completed operations and any and all other activities undertaken
by CONSULTANT in the performance of this Agreement. Said policy or policies shall be
issued by an insurer admitted to do business in the State of California ("State")and rated in
A.M. Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement obtain, maintain,
and keep in full force and effect a policy or policies of professional liability insurance with a
minimum limit of one million dollars ($1,000,000) per claim and aggregate for errors and/or
omissions of CONSULTANT in the performance of this Agreement. Said policy or policies
shall be issued by an insurer admitted to do business in the State and rated in A.M. Best's
Insurance Guide with a rating of A:VII or better. If a "claims made" policy is provided, such
policy shall be maintained in effect from the date of performance of work or services on the
CITY's behalf until three (3) years after the date of work or services are accepted as
completed. Coverage for the post-completion period may be provided by renewal or
replacement of the policy for each of the three (3) years or by a three-year extended
reporting period endorsement, which reinstates all limits for the extended reporting period.
If any such policy and/or policies have a retroactive date, that date shall be no later than
the date of first performance of work or services on behalf of the CITY. Renewal or
replacement policies shall not allow for any advancement of such retroactive date.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain, maintain,
and keep in full force and effect a policy or policies of Automobile Liability Insurance, with
minimum of one million dollars ($1,000,000) per claim and occurrence and two million
dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and five
hundred thousand dollars ($500,000) for property damage arising from one incident.
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3.5 Workers' Compensation
CONSULTANT shall at all times during the term of this Agreement obtain, maintain,
and keep in full force and effect workers' compensation insurance as required by the law.
CONSULTANT shall require any subcontractors similarly to provide such compensation
insurance for their respective employees.
3.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage shall
not be cancelled or modified by the insurance carrier without thirty (30) days prior written
notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium.
Additionally, CONSULTANT shall provide immediate notice to the City if it receives a
cancellation or policy revision notice from the insurer.
(b) CONSULTANT agrees that it will not cancel or reduce said insurance
coverage. CONSULTANT agrees that if it does not keep the aforesaid insurance in full
force and effect, CITY may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, CITY may obtain the necessary insurance and pay, at
CONSULTANT's expense, the premium thereon.
3.7 Entire Policy and Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain on file
with the CITY Clerk both a copy of the entire policy and a certificate of insurance showing
that the aforesaid policies are in effect in the required amounts. The commercial general
liability policy and professional liability policy shall contain endorsements naming the CITY,
its officers, agents and employees as additional insureds.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation and
professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
DISPUTES, DEFAULT AND TERMINATION
4.1 Disputes
In the event of dispute arising under this Agreement, CONSULTANT shall notify the
CITY promptly in writing of CONSULTANT's contentions and submit the claim. If the
dispute arises before performance of the related work,the written notice shall be submitted
prior to commencing such work. In any event, CONSULTANT shall proceed with such work
in compliance with the instructions of the CITY; such compliance shall not be a waiver of
the CONSULTANT's rights to make a claim, provided is has notified the CITY in writing as
above stipulated.
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4.2 Default and Remedies
(a) Default shall consist of any failure by the CONSULTANT to perform
under this Agreement or written amendments thereto or any breach of any covenant,
agreement, provision or warranty provided by the CONSULTANT as a part of this
Agreement. Actions which constitute a default include, but are not limited to:
(i) Failure to submit to the CITY reports which are required
pursuant to this Agreement or the submission of required reports that are incorrect or
incomplete.
(ii) Submission of requests for payment or reimbursement of
amounts that are incorrect or incomplete.
(iii) The failure of the CONSULTANT to accept any additional
conditions which may be provided by law, by executive order, by regulation or by other
policy announced by the CITY, the State or any federal agency.
(iv) Failure to perform any activity required by this Agreement.
(b) Upon occurrence of any default, the CITY shall advise the
CONSULTANT in writing of the action constituting the default, and specify the actions that
must be taken to cure the default. CITY may suspend payment under the Agreement. If a
default is not cured within thirty (30) days from receipt of written notice of such default by
the CONSULTANT, CITY may continue the suspension or, by written notice of termination,
may terminate the Agreement.
(c) Notwithstanding the above, CONSULTANT shall not be relieved of
liability to CITY for damage sustained by the CITY by virtue of any default or breach of the
Agreement; and CITY may deduct the amount of damages from any outstanding payments
to the CONSULTANT or may withhold payments until such time as the exact amount of the
damages is determined.
4.3. Termination
(a) If federal funding for this project is terminated and no other funding is
available for continuation of this Project, CITY will not be obligated to continue funding for
the services contained in this Agreement and may terminate the Agreement.
(b) This Agreement may be terminated at any time,with or without cause,
by the CITY upon thirty(30)days prior written notice or by CONSULTANT upon ninety(90)
days prior written notice. Notice shall be deemed served if completed in compliance with
Section 6.19 of this Agreement.
(c) In the event of termination, all property and finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by or purchased with CDBG/HOME funds by the CONSULTANT under this
Agreement shall, at the option of CITY, become its property. In the event of termination of
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this Agreement by CITY due to no fault or failure to perform by CONSULTANT, the
CONSULTANT shall be entitled to receive just and equitable compensation for any work
satisfactorily completed hereunder, as determined by the CITY; provided, however, in no
event shall the amount of money paid under the foregoing provisions of this paragraph
exceed the amount which would have been paid to CONSULTANT for the full performance
of the services described in this Agreement. If CITY terminates the Agreement due to
CONSULTANT materially failing to comply with any term of this Agreement, any of its
incorporated exhibits, or any of the laws, statutes, rules, regulations or provisions referred
to herein, the CITY may declare CONSULTANT ineligible for further participation in the
CITY's contracts, in addition to other remedies as provided by law. In the event that there
is probable cause to believe the CONSULTANT is incompliant with any term of this
Agreement, any of its incorporated exhibits, or any of the laws, statutes, rules, regulations
or provisions referred to herein, CITY may withhold up to fifteen percent (15%) of said
Agreement funds until such time as the CONSULTANT is found to be in compliance by the
CITY or is otherwise adjudicated to be in compliance.
ARTICLE 5
DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, plans, specifications, reports, information, data, exhibits,
photographs, images, video files and media created or developed by CONSULTANT
pursuant to this Agreement ("Written Products") shall be and remain the property of the
CITY without restriction or limitation upon its use, duplication or dissemination by the CITY.
All Written Products shall be considered "works made for hire," and all Written Products
and any and all intellectual property rights arising from their creation, including, but not
limited to, all copyrights and other proprietary rights, shall be and remain the property of the
CITY without restriction or limitation upon their use, duplication or dissemination by the
CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any
Written Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the CITY
pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component as to which
any intellectual property right exists, including computer software, used in the rendering of
the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend, indemnify and hold the CITY and its elected officials, officers,
employees, servants, attorneys, designated volunteers, and agents serving as independent
contractors in the role of CITY officials harmless from any loss, claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal, State
or local laws, or any contractual provisions, or any laws relating to trade names, licenses,
franchises, copyrights, patents or other means of protecting intellectual property rights
and/or interests in products or inventions. CONSULTANT shall bear all costs arising from
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the use of patented, copyrighted, trade secret or trademarked documents, materials,
equipment, devices or processes in connection with its provision of the services and
Written Products produced under this Agreement. In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined, CONSULTANT shall, at its
expense: (a) secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction, or by procuring a license or licenses for CITY;
or (b) modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement. This
covenant shall survive the termination of this Agreement.
Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project without additional cost or expense to the CITY. If CONSULTANT prepares a
document on a computer, CONSULTANT shall provide CITY with said document both in a
printed format and in an electronic format that is acceptable to the CITY.
5.2 Record-Keeping and Reporting
(a) Pursuant to 24 C.F.R. Section 85.36(i)(10), the CONSULTANT shall
maintain all books, documents, papers, and records that are directly pertinent to the
Agreement for the purpose of making audits, examinations, excerpts and transcripts. All
documents pertaining in whole or in part to this Agreement shall be clearly identified and
readily accessible.
(b) Pursuant to 24 C.F.R. Section 85.36(i)(11) and the Los Angeles
County Development Commission's Project Description and Activity Budget for Contract
70741 (Project No. D96691-09), CONSULTANT shall retain all required records for a
period of five (5) years after the CITY makes final payments and all other pending matters
are closed.
(c) At any time during normal business hours and as often as the CITY,
County of Los Angeles ("County"), the State, HUD and/or Comptroller General of the
United States ("Comptroller") may deem necessary, the CONSULTANT shall make
available to the aforementioned entities or their representatives or agents for examination
all of CONSULTANT's records with respect to all matters covered by this Agreement.
CONSULTANT will permit the CITY, the County, the State, HUD, the Comptroller and/or
any of their representatives or agents to audit, examine and make excerpts or transcripts
from such records, including contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and any other data relating to the matters covered by this
Agreement. CONSULTANT shall provide to the CITY, the County, the State, HUD, and/or
the Comptroller all requested documentation resulting throughout the course of or under
this Agreement.
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ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY's representative shall be the Director of Public Works or his or her
designee, and CONSULTANT shall notify CITY of CONSULTANT's designated
representative. These individuals shall be the primary contact persons for the parties
regarding performance of this Agreement.
6.2 CDBG Regulations
CONSULTANT agrees to comply with the requirements of Part 570 of Title 24
of the Code of Federal Regulations, which states the U.S. Department of Housing and
Urban Development's regulations concerning CDBG, and all federal regulations and
policies issued pursuant to these regulations.
6.3 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Section 12940 etseq.), the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 2000e et seq.), and the Americans with Disabilities
Act of 1990 (42 U.S.C. § 12101, et seq.).
6.4 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSULTANT's services under this Agreement.
CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's
staff who are assigned to perform the services hereunder and shall obtain the approval of
the Director of Public Works of all proposed staff members who will perform those services.
CONSULTANT may associate with or employ associates or subcontractors in the
performance of its services under this Agreement, but at all times CONSULTANT shall be
responsible for their services.
6.5 Labor Standards and Civil Rights
CONSULTANT agrees to comply with the requirements of the Secretary of
Labor and the latest amendments to: Executive Orders 11246 and 11375, as
supplemented in Department of Labor regulations (41 C.F.R. chapter 60); the Copeland
"Anti-Kickback"Act (18 U.S.C. 847) as supplemented in Department of Labor regulations
(29 C.F.R. part 3); Section 3 of the Housing and Urban Development Act of 1968 (12
U.S.C. 1701 et seq.); Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000); Section 109
of Title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et
seq.); the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); and Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.). CONSULTANT agrees to comply with
the requirements of all other applicable federal, State and local laws and regulations.
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6.6 Environmental Conditions
Pursuant to 24 C.F.R. Section 85.36(i)(13), CONSULTANT agrees to comply
with the mandatory standards and policies relating to energy efficiency which are contained
in the State energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub.L. 94-163, 89 Stat. 871).
6.7 City Business License
CONSULTANT shall obtain and maintain a City business license prior to
commencing the services specified in this Agreement.
6.8 Lobbying Certifications
(a) The County Lobbyist Code Chapter 2.160 County Ordinance No. 93-
0031 Certification is attached hereto as Exhibit "C" and incorporated herein by this
reference. CONSULTANT shall complete and file this Certification as required.
(b) The Federal Lobbyist Requirements Certification is attached hereto as
Exhibit"D"and incorporated herein by this reference. CONSULTANT shall complete and
file this Certification with the CITY.
6.9 Conflicts of Interest
(a) CONSULTANT agrees, on behalf of itself and its family, and its
members, officers, employees and agents and their families, not to accept any employment
or representation or otherwise obtain a financial interest or benefit during the term of this
Agreement or within twelve (12) months after completion of the work under this Agreement
which is or may likely make CONSULTANT "financially interested" (as provided in
California Government Code Sections 1090 and 87100) in any decisions made by CITY on
any matter in connection with which CONSULTANT has been retained pursuant to this
Agreement. CONSULTANT shall comply with all applicable federal, State, and County
laws and regulations governing conflict of interest including but not limited to 24 CFR Part
570.611 and 24 CFR Part 85, Section 85.36(b).
(b) CONSULTANT shall take appropriate steps to assure compliance with
paragraph (a) of this section, and will incorporate the following provision into every sub-
contract:
"Interest of Subcontractor and Employees. The Subcontractor covenants that
no person who presently exercises any functions or responsibilities in
connection with the Community Development Block Grant Program has any
personal financial interest, direct or indirect, in this Contract. Any interest on
the part of the Subcontractor or his employees must be disclosed to the
Recipient and the City, provided, however, that this paragraph shall be
interpreted in such a manner so as not to unreasonably impede the statutory
requirement that maximum opportunity be provided for employment of and
participation by residents of the area."
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6.10 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled by
and construed under the laws of the State, excluding the State's choice of law rules.Venue
for any such action relating to this Agreement shall be in the Los Angeles County Superior
Court.
(b) If any legal action or other proceeding, including action for declaratory
relief, is brought for the enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in
addition to any other relief to which the party may be entitled.
6.11 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY. Any such purported
assignment without written consent shall be null and void, and CONSULTANT shall hold
harmless, defend and indemnify the CITY and its officers, officials, employees, agents and
representatives with respect to any claim, demand or action arising from any unauthorized
assignment.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ, when it is appropriate and customary to
do so. CONSULTANT's use of subcontractors for additional services shall not be
unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance.
6.12 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over the
conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set
forth, and CONSULTANT is free to dispose of all portions of its time and activities which it
is not obligated to devote to the CITY in such a manner and to such persons, firms, or
corporations as the CONSULTANT wishes except as expressly provided in this Agreement.
CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the
CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any
time or in any manner, represent that it or any of its agents, servants or employees, are in
any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all
required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify
and hold the CITY harmless from any and all taxes, assessments, penalties, and interest
asserted against the CITY by reason of the independent contractor relationship created by
this Agreement. CONSULTANT shall fully comply with the workers' compensation law
regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers' compensation laws. The CITY shall have the right to offset against the amount of
any fees due to CONSULTANT under this Agreement any amount due to the CITY from
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CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
6.13 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.14 Entire Agreement
This Agreement, including any other documents incorporated herein by
specific reference, represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representations or agreements,
either written or oral.
6.15 Amendments
(a) Except as described in section (b) of this article, this Agreement may
be modified or amended, or provisions or breach may be waived, only by subsequent
written agreement signed by both parties.
(b) The CITY may, at its discretion, amend this Agreement to conform with
federal, State or local governmental guidelines, policies and available funding amounts. If
such amendments result in a change in the funding, the scope of services, or schedule of
the activities to be undertaken as part of this Agreement, such modifications shall be
incorporated only by written amendments signed by both parties.
6.16 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
6.17 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT constitute or be construed as a waiver by the CITY of any breach of
covenant, or any default which may then exist on the part of CONSULTANT, and the
making of any such payment by the CITY shall in no way impair or prejudice any right or
remedy available to the CITY with regard to such breach or default.
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6.18 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
6.19 Notice
Except as otherwise required by law, any notice, payment, or other
communication authorized or required by this Agreement shall be in writing and shall be
deemed received on (a)the day of delivery if delivered by hand or overnight courier service
during CITY's regular business hours or (b) on the third business day following deposit in
the United States mail, postage prepaid, to the addresses listed below, or at such other
address as one party may notify the other:
To CITY:
Les M. Jones II, Interim Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Attn: Diana Cho
Diana Cho and Associates
16716 E. Rocky Knoll Road
Hacienda Heights, CA 91745
626-374-2184
6.20 CONSULTANT's Warranty of Compliance with County's Defaulted Property
Tax Reduction Program
The CONSULTANT acknowledges that the County has established a goal of
ensuring that all individuals and businesses that benefit financially from the County through
contract are current in paying their personal and real property tax obligations (secured and
unsecured roll) in order to mitigate the economic burden otherwise imposed upon the
County and its taxpayers. Unless the CONSULTANT qualifies for an exemption or
exclusion, the CONSULTANT warrants and certifies that to the best of its knowledge it is
now in compliance, and during the term of this Agreement will maintain compliance, with
the County's Defaulted Tax Program, found at County Ordinance No. 2009-0026 and
codified at County Code Chapter 2.206 ("County Ordinance"). CONSULTANT shall keep
County property taxes out of default status at all times during the term of this Agreement,
as required by the County Ordinance.
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Failure of the CONSULTANT to maintain compliance with the requirements
set forth in the County Ordinance shall constitute default under this Agreement. Without
limiting the rights and remedies available to the CITY under any other provision of this
Agreement,failure of the CONSULTANT to cure such default within ten (10)days of notice
shall be grounds upon which the CITY may suspend or terminate this Agreement pursuant
to the County's Defaulted Property Tax Reduction Program found at County Ordinance No.
2009-0026 and codified at County Code Chapter 2.206. Additionally, failure of the
CONSULTANT to comply with the provisions of the County Ordinance may prevent the
CONSULTANT from being awarded a new contract by the CITY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: G//$1?-0/3, Diana Cho and Associates
("CONSULTANT")
By: Cites
Printed Name: 2ia,at CA0
Title: ?rI,c.qMI CtanA�
By:
Printed Name:
Title:
Dated: Ca y - 13 CITY OF RANCHO PALOS VERDES
("CITY")
BY: 0}60LA-etiA/L
City Mandger
ATTEST:
APPROVED AS TO FORM:
efda_C4t91,Lee _
CITY CLERK
By:
City Attorney
13
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Exhibit "A": City's Request For Proposals
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fr
11 I I I I I
CITY OF RANCHO PALOS VERDES
REQUEST FOR PROPOSAL
PROJECT ADMINISTRATIVE SERVICES
FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
The City of Rancho Palos Verdes is seeking proposals from qualified private firms and
individuals to provide administrative services and technical assistance for its Community
Development Block Grant (CDBG) Program. Qualified consultants assigned to the
position must have extensive experience working with the Federal Community
Development Block Grant Program.
GENERAL BACKGROUND
As a participant in the Los Angeles Urban County Community Development Block Grant
Program, the City receives an annual allocation of approximately $142,918. These
funds are used for a variety of projects and activities including the Home Improvement
Program and Americans with Disabilities Act (ADA) Compliance public works
improvements.
SCOPE OF WORK
The Scope of Work shall include but not be limited to the following items:
• Provide technical assistance for direct project administration and implementation
of the City's CDBG projects.
• Prepare Agreements to Implement Community Development Block Grant
Programs with the Los Angeles County Community Development Commission
(CDC) including project descriptions and budgets.
• Prepare and process amendments to the Agreements to Implement for
continuing projects.
• Coordinate with staff and gather all necessary documentation for Community
Development Commission program monitoring and audit preparation.
• Prepare and complete Community Development Commission and U. S.
Department of Housing and Urban Development reports and documents.
• Provide CDBG financial management assistance.
• Provide Davis-Bacon and Section 3 monitoring for construction projects.
• Act as the City's liaison and representative to the Community Development
Commission.
• Ensure compliance with all applicable federal, state, and local laws and policies.
SUBMISSION PROCEDURES
The proposal must include the following:
• Cover letter including the name, address, and telephone number of consulting
firm or consultant, background information, and the name of a contact person.
• Name and qualifications of the management and staff that will be providing the
services.
• Summary of Services to be provided and Work Plan describing activities to be
performed.
• Proposed costs including personnel, equipment and supplies, overhead, and
other additional costs. The fee shall be on a "Not to Exceed" basis, with hourly
rates for project personnel.
• A reference list to include the names and telephone numbers of agencies and/or
persons who have received your services.
• Additional information you feel would be applicable to the evaluation of the
proposal.
Two (2) copies of your proposal must be submitted to Ms. Lauren Ramezani, Senior
Administrative Analyst, at 30940 Hawthorne Blvd., Rancho Palos Verdes, California
90275, by 10:00 a.m., Friday, May 10, 2013.
SELECTION CRITERIA
Selection of a contractor will be done on a competitive basis. In reviewing and
evaluating the responses to the RFP, City staff will be considering the following (not
necessarily in order of priority):
• Experience of Firm
• Experience of Individuals
• Project Understanding
• References
• Depth of Resources to Perform Work
• Familiarity with RPV/Peninsula
• Location of Office
These criteria should not be construed so as to limit other considerations which may
become apparent during the course of the review and selection process. The City
reserves the right to refect any or all proposals. This solicitation for proposals is not
construed as a contract of any kind. The City is not liable for any cost or expenses
incurred in the preparation of the proposal.
In addition, since this program is funded with CDBG funds, the selected contractor shall
comply with all federal requirements and regulations.
All questions concerning the RFP should be directed to Ms. Lauren Ramezani, Senior
Administrative Analyst, at (310) 544-5245.
Exhibit "B": Consultant's Proposal, including Schedule of Hourly Rates
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DIANA• - 01,- ,4
Guit3
AND ASSOCIATES
May 2, 2013
Ms. Lauren Ramezani
Senior Administrative Analyst
City Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90275
Subject: Request for Proposal -- Project Administration Services for the Community
Development Block Grant (CDBG) Program
Dear Ms. Ramezani:
Diana Cho and Associates is pleased to submit a proposal to provide project administration
services for the City of Rancho Palos Verdes' Community Development Block Grant (CDBG)
Program. We are extremely responsive to the needs of our clients as our primary goal is to assist
cities in operating successful CDBG Programs.
Since 1986, Cho and Associates has offered extensive administrative and financial management
services to cities requiring assistance in the CDBG Program. We are currently contracted by the
Cities of Rancho Palos Verdes, Bell Gardens, Diamond Bar, and Maywood to provide CDBG
program services.
As CDBG consultants, Cho and Associates provide assistance with preparing Exhibit
A/Memorandum of Understanding documents, CDBG Funding Requests, professional services
agreements, construction bid documents, U. S. Department of Housing and Urban Development
(HUD) and Los Angeles County Community Development Commission (LACDC) reports, and other
submittals as required by the CDC. Additionally, we provide Davis-Bacon labor contract
compliance and Section 3 technical assistance and the monitoring of sub-recipients for our
clients.
We look forward to the opportunity to continue working with the City of Rancho Palos Verdes.
Please call me at (626) 374-2184 to discuss our proposal.
Sincerely,
'11.041lai aOs
Diana Y. Cho
Principal Consultant
RFP.RanchoPalosVerdes05.2013
16716 E ROCKY KNOLL ROAD . HACIENDA HEIGHTS, CA 91745 . (626) 374-2184
City of Rancho Palos Verdes
Proposal for CDBG Administrative Services
Page 2
CONSULTANTS' EXPERIENCE AND QUALIFICATIONS
Diana Cho will serve as the lead consultant for the City of Rancho Palos Verdes' CDBG project
administration services, with assistance from associates on an as needed basis.
Diana Cho has served as a CDBG consultant since 1986. She has provided CDBG administrative
services and technical assistance for the Cities of Bell Gardens, Diamond Bar, Maywood, Rancho
Palos Verdes, El Segundo, Huntington Park, Bell, and Hawaiian Gardens. As a CDBG consultant,
Ms. Cho has prepared Program Guidelines, Program Planning Summaries, the Statement of
Community Development Objectives and Projected Use of Funds, Comprehensive Performance
Reports, Contract/Subcontract Activity Reports, Request For Proposals and Qualifications(RFP'S
and RFQ's), and professional services agreements; administered Housing Rehabilitation Programs;
provided Davis-Bacon labor and contract compliance and Section 3 compliance assistance; and
monitored the expenditures and accounting of CDBG funds.
Currently, Diana Cho provides CDBG program management services for the Cities of Bell
Gardens, Diamond Bar, Maywood, and Rancho Palos Verdes. Ms. Cho was formerly a CDBG
program manager for the Los Angeles County Community Development Commission prior to
becoming a consultant. Furthermore, Ms. Cho has worked in the Community Development Block
Grant Program since 1978. Ms. Cho graduated from the University of Southern California with a
Bachelor of Science in Public Affairs/Public Administration.
PROPOSED SCOPE OF SERVICES
Diana Cho and Associates will provide CDBG program consulting services for project
administration, implementation and monitoring. The proposed CDBG services to be offered are
as follows:
Consultants will provide technical assistance for the administration and implementation
of the City's projects and activities.
• Complete and submit the Exhibit A Input documents which describe the CDBG
project, funding amount, program beneficiaries, and project location.
• Prepare and process amendments for on-going projects. Prepare public hearing
notices for substantial changes in project description and/or project funding
levels.
• Coordinate with City staff to complete all projects.
• Prepare and process CDBG documents including Agreements to Implement for
each project, contracts, and amendments.
• Prepare reports for City Council review of CDBG projects and activities.
• Prepare and complete Community Development Commission reports and
documents including the Quarterly Performance Report, labor standards reports
and Contract/Subcontract activity reports.
City of Rancho Palos Verdes
Proposal for CDBG Administrative Services
Page 3
• Keep City informed about current County and HUD requirements for the CDBG
Program including historical preservation clearance, environmental impact
review and procurement guidelines for services, supplies and equipment, if
necessary.
• Review payment requests and invoices for CDBG services, supplies and
equipment, if necessary.
• Review CDBG Funding Requests and Return of Program Income Transmittals to
the County, if necessary.
• Monitor the drawdown of CDBG funds in order to comply with the CDC/HUD
performance goals.
Consultants will coordinate with staff and gather all necessary files and documentation
for program monitoring and audit preparation.
• Monitor project activities for progress and compliance with program
requirements.
• Develop and maintain all necessary documentation for CDBG monitoring and
Single Audit.
• Assist County and Federal CDBG monitors during program performance reviews,
and City auditors during Single Audit.
Consultants will provide Davis-Bacon monitoring and contract compliance for CDBG-
funded construction projects.
• Review construction contracts and bid specifications for compliance with Federal
requirements to ensure that all appropriate forms are included in bid package.
• Submit construction bid document to CDC prior to advertisement of bids.
• Verify contractor and subcontractor eligibility.
• Participate in preconstruction conferences as requested by the City.
• Prepare and submit documents and reports required by the U.S. Department of
Labor (DOL) and U.S. Department of Housing and Urban Development (HUD) for
construction projects.
• Report any wage modifications, or other changes in requirements as they are
issued.
• Review Weekly Certified Payroll Reports.
• Provide assistance in preparing and maintaining labor and contract compliance
files for CDC and HUD monitoring.
• Review all construction contract files prior to project close-out.
Consultants will provide Section 3 monitoring and compliance for CDBG-funded
construction projects.
• Review construction contracts and bid specifications to ensure that all Section 3
compliance forms are included in bid package.
City of Rancho Palos Verdes
Proposal for CDBG Administrative Services
Page 4
• Provide technical assistance to City staff regarding the objectives and
requirements of Section 3.
• Review documentation of actions taken to comply with Section 3.
• Prepare annual Economic Opportunities for Low- and Very-Low Income Persons in
Connection with Assisted Projects (Section 3 Performance) report.
Consultants will act as City's liaison and representative to the Community Development
Commission.
• Coordinate program monitoring visits and audits.
• Prepare responses to CDC correspondence and monitoring findings.
• Submit inquiries for clarifications and determinations on behalf of the City.
Consultants will ensure compliance with all applicable Federal, State and local laws and
policies.
• Keep updated copies of CDBG regulations and handbooks at City Hall.
• Circulate CDBG information bulletins to City staff.
• Attend County and HUD seminars on program and regulatory changes.
City of Rancho Palos Verdes
Proposal for CDBG Administrative Services
Page 5
CLIENT LIST
Diana Cho and Associates provide CDBG services for the following clients:
• City of Bell Gardens
Carmen Morales, City Planner
7100 Garfield Avenue, Bell Gardens, CA 90201 (562) 806-7700
Services Provided: CDBG Administration and Section 108 Loan.
Term of Service: 2004 to Present
• City of Diamond Bar
David Doyle, Assistant City Manager
21810 Copley Drive, Diamond Bar, CA 91765 (909) 839-7012
Services Provided: CDBG Administration and Contract and Labor compliance monitoring.
Term of Service: 1993 to Present
• City of Rancho Palos Verdes
Judy Huey, Senior Administrative Analyst
30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275 (310) 544-5252
Services Provided: CDBG Administration and Contract and Labor compliance monitoring.
Term of Service: 1995 to Present
• City of Maywood
Andre Dupret, Project Manager
4319 E. Slauson Avenue, Maywood, CA 90270 (323) 562-5700
Services Provided: CDBG Administration and Contract and Labor compliance monitoring.
Term of Service: 2010 to Present
City of Rancho Palos Verdes
Proposal for CDBG Administrative Services.
Page 6
SCHEDULE OF FEES
Cho and Associates will provide services in an amount not to exceed $20,000. The fees for
consulting services are inclusive of all normal business overhead and will be as follows:
Principal - $ 82.00 per hour
Associate - $ 60.00 per hour
Assistant - $ 45.00 per hour
Diana Cho will serve as the lead consultant for providing CDBG project administrative services.
The consultant will work at least one day per week at City Hall offices. Approximately four to
six hours of consultant services will be provided each week.
Additional hours can be provided if requested by the City, and upon availability of other funds in
the budget.
Consultants will provide any other technical assistance when required by City staff in the areas
of project management and administrative assistance.
DIANA Y. CHO
DIANA CHO AND ASSOCIATES
EDUCATION
B.S. Public Affairs/Public Administration
University of Southern California
EXPERIENCE
Consultant - City of Diamond Bar
1993 - Present
Responsibilities include providing CDBG administration; preparation of Planning Summaries,
Exhibit A's, Quarterly Performance Reports (QPR), contracts and contract amendments; CDBG
contract compliance services; preparation of HUD and DOL labor compliance reports; obtaining
certifications and maintaining Davis-Bacon documentation; preparation of inquiries for
clarifications and determinations on behalf of the City; preparation of responses to County
Community Development Commission (CDC)correspondence; and CDBG program assistance in the
areas of program monitoring, contractor payment processing and financial audits.
Consultant - City of Rancho Palos Verdes
1995 - Present
Responsibilities and experience include assistance in CDBG program administration; CDBG
financial monitoring; providing recommendations for eligible CDBG activities and projects; review
of monthly CDBG program expenditures; preparation of staff reports and City Council resolutions
pertaining to the CDBG Program; labor compliance oversight and monitoring; preparation of
Quarterly Performance Reports (QPR); preparation of CDBG funding requests; and assistance to
Finance Department staff during City and Single Audits.
Consultant- City of Bell Gardens
2004 - Present
Responsibilities include the preparation of a$ 5 million Section 108 Loan Application for the John
Anson Ford Sports Complex; assistance for the overall administration of the City's CDBG Program;
review of monthly CDBG program expenditures; preparation of staff reports and City Council
resolutions pertaining to the CDBG Program; labor compliance oversight and monitoring;
preparation of Quarterly Performance Reports (QPR); and monitoring CDBG-funded community-
based organizations.
Consultant - City of Maywood
2010 - Present
Responsibilities and experience include assistance in CDBG program administration; review of
monthly CDBG program expenditures; obtaining supporting documentation for CDBG costs in
conjunction with the preparation of CDBG funding requests; preparation of staff reports and City
Council resolutions pertaining to the CDBG Program; tabor, contract and Section 3 compliance
oversight and monitoring; preparation of Quarterly Performance Reports(QPR); and assistance to
City staff during City and Single Audits.
Consultant - City of Bell
1986 - 2011
Responsibilities and experience included assistance in CDBG and Metro program administration;
CDBG financial monitoring; preparing CDBG documents and reports for submittal to the County
Community Development Commission (CDC); labor compliance oversight and monitoring;
technical assistance for the Handyworker Program and Lead and Asbestos Testing/Abatement
Program; implementing the City's Residential Rehabilitation Program; and assistance for Metro
and SCAQMD AB 2766 funded projects including the preparation of project descriptions and
budgets, monitoring of program expenditures and preparation of annual reports.
Program Manager - Community Development Commission
County of Los Angeles
1983 - 1986
Responsibilities included providing assistance to cities, County departments, and community-
based organizations in the development and implementation of community development projects;
preparing and reviewing contracts and agreements; and monitoring projects and activities.
Exhibit "C":
Community Development Commission
County of Los Angeles
COUNTY LOBBYIST CODE CHAPTER 2.160
COUNTY ORDINANCE NO. 93-0031
CERTIFICATION
Name of Firm: D i ara CLo x' ( Aocicaes
Address: LblL(. E. Rocky ku t .e, ftace. & i4e/V%-k
State: Zip Code: 1i7fl Telephone Number (62(0) 375 - g5�
Acting on behalf of the above named firm, as its Authorized Official, I make the
following Certification to the County of Los Angeles and the Community Development
Commission, County of Los Angeles.
1. It is understood that each person/entity/firm who applies for a Community
Development Commission contract, and as part of that process, shall certify that
they are familiar with the requirements of the Los Angeles County Code, Chapter
2.160 (Los Angeles County Ordinance 93-0031) and;
2. That all persons/entities/firms acting on behalf of the above named firm have and
will comply with the County Code, and;
3. That any person/entity/firm who seeks a contract with the Community Development
Commission shall be disqualified therefrom and denied the contract and, shall be
liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other
person or entity acting on behalf of the named firm fails to comply with the
provisions of the County Code.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into contract with the Los Angeles County and the
Community Development Commission, County of Los Angeles.
Authorized Official:
iavW
CkD aMd Assauafes By: a!?airtt.t,e/. Che
(Contractor/Subcontractor) (Signature)
te7Int a-0/3 2P1f)C44I L4cl.eet�,t'
(Date) (Title)
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Exhibit "D":
FEDERAL LOBBYIST REQUIREMENTS
CERTIFICATION
Name of Firm: bi'61414 Cu0 a,,ta( ,4 ac.{q1e$ Date: Co // f/47-t/3
Address: /1,17/6 6. gocky ktoi/ 12-omeMa.e,e..idt-' #ei1*. 11
State: CA ZipCode: 9174'S Phone No.: �v r 7 .1 1�
Acting on behalf of the above named firm, as its Authorized Official, I make the
following Certification to the Department of Housing and Urban Development (HUD)
and the Community Development Commission, County of Los Angeles:
1. No Federal appropriated funds have been paid, by or on behalf of the above named
firm to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of and Federal grant, loan or cooperative agreement, and any
extension, continuation, renewal, amendment, or modification thereof, and;
2. If any funds other than Federal appropriated funds have paid or will be paid to any
person for influencing or attempting to influence an officer or employee or any
agency, a Member of Congress an officer or employee of Congress or an employee
of a Member of Congress in connection with this Federal contract, grant loan, or
cooperative agreement, the above named firm shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions,
and:
3. The above name firm shall require that the language of this certification be included
in the award documents for all sub-awards at all tiers (including subcontracts, sub-
grants, and contracts under grants, loans, and cooperative agreement) and that all
sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into the transaction imposed by Section 1352 Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Authorized Official:
Name: an•� . Cho Title: Pr1�nc,t
�1
Signature: 7 Date: C/024./.3
Federal Lobbying Requirements Certification Form Revised 09/30/05
19
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