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RPVCCA_CC_SR_2012_05_15_J_Third_Amendment_To_CDBG_Admin_Services_AgreementCrrvOF REVIEWED: Project Manager: TO: FROM: DATE: SUBJECT: MEMORANDUM HONORABLE MAYOR &CITY COUNCIL MEMBERS TOM ODOM,DIRECTOR OF PUBLIC WOR~ MAY 15,2012 THIRD AMENDMENT TO AGREEMENT FOR COMMUNITY DEVELOPMENT BLOCK GRANT ADMINISTRATION SERVICES CAROLYN LEHR,CITY MANAGER dJ.- Judy A.Huey.Senior Administrative AnalYst~ RECOMMENDATION Approve and execute the Third Amendment to Agreement Between the City of Rancho Palos Verdes and Diana Cho and Associates,to provide Community Development Block Grant administration services for the period July 1,2012 to June 30,2013 for a not-to-exceed amount of $18,500. BACKGROUND On June 1,2010 the City Council approved the attached agreement with Diana Cho and Associates (DCA)to provide administration services for the City's Community Development Block Grant (CDBG)program for a not-to-exceed amount of $18,500 each fiscal year.The current agreement commenced on July 1,2010 and included two one-year options to renew the agreement for FY 2011-12 and FY 2012-13 by mutual consent of both parties. DISCUSSION A First Amendment to the agreement with Diana Cho and Associates was approved by the City Council on November 4,2010,a copy of which is attached as Exhibit 2.The purpose of the amendment was to comply with a requirement by the Community Development Commission to add the provisions and requirements of the Los Angeles County Defaulted Property Tax Reduction Program to the existing agreement.On June 7,2011,the City Council approved a Second Amendment to renew the original agreement for the first one-year period of FY 2011-12. J-1 The proposed Third Amendment will exercise the second one-year option to renew the original agreement with Diana Cho and Associates.Attached is a copy of the amendment,identified as Exhibit 4,which has been approved by the City Attorney's office.DCA has reviewed the Third Amendment and agreed to the one-year extension. This is the final year to extend our contract with DCA for CDBG administration services. Prior to soliciting bids for administration services in FY 2013-14,staff will review the status of the CDBG Program.Continued reductions of the City's annual CDBG allocation may have a significant impact on the HIP and ADA projects that have traditionally been funded by these federal funds. CONCLUSION Staff is pleased with the quality of work and extensive services provided by Diana Cho and Associates.DCA provides technical assistance for the administration and implementation of the City's projects and activities which includes contract submittals, reimbursement requests,program monitoring and audit preparation,and acting as the City's liaison and representative to the Community Development Commission. It is recommended that the City continue contracting with DCA to administer the CDBG program in FY 2012-13.The hourly rate of compensation for the firm's services will remain the same as the previous fiscal year. ALTERNATIVES An alternative recommendation is to solicit new proposals,which may result in an increase in bids. FISCAL IMPACT Approving the option to renew the professional services agreement will authorize the expenditure of up to $18,500 for administration services of the CDBG program in FY 2012-13.Community Development Block Grant funds will be used to pay for this eligible CDBG expenditure.The CDBG program budget is included in the proposed FY 2012-13 budget,which is scheduled for adoption on June 5,2012. Attachments: Exhibit 1 -Original Agreement Exhibit 2 -First Amendment to the Professional Services Agreement Between Dian~ Cho and Associates and the City of Rancho Palos Verdes Exhibit 3 -Second Amendment to Agreement Between the City of Rancho Palos Verdes and Diana Cho and Associates Exhibit 4 -Third Amendment to Agreement Between the City of Rancho Palos Verdes and Diana Cho and Associates J-2 Exhibit 1 -Original Agreement-Diana Cho and Associates J-3 EXHIBIT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement")is made and entered into this 1st day of June, 2010,by and between the CITY OF RANCHO PALOS VERDES ("CITY"),and DIANA CHO AND ASSOCIATES ("CONSUL TANT"). IN CONSIDERATION of the covenants hereinafter set forth,the parties agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as follows: 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 through the Los Angeles County Community Development Commission. CONSULTANT will provide professional services necessary to administer the CITY'S CDBG Program,including but not limited to the tasks included in CONSULTANT's Proposal dated March 31,2010,which is attached hereto as Exhibit "A"and incorporated herein by this reference. 1.2 Description of Services (a)CONSULTANT shall perform the services described in Exhibit "A"to provide administrative and implementation services for the CDBG Program. (b)CONSULTANT shall obtain a City Business License and shall keep that license in effect at all times while performing services pursuant to this Agreement. 1.3 Term of Agreement This Agreement shall commence on July 1,2010 and shall expire on June 30,2011,unless terminated earlier pursuant to Section 4.1 ofthis Agreement.Additionally, there shall be two one-year options to renew the Agreement in FY 2011-2012 and FY 2012-2013 with the mutual written consent of both parties. ARTICLE 2 COMPENSATION 2.1 Fee (a)CITY agrees to compensate CONSULTANT in a not-to-exceed amount of eighteen thousand five hundred dollars ($18,500)in Community Development Page 1 of 19 R6876-0001/1221569.4 J-4 EXHIBIT 1 Block Grant ("CDBG")funds,which come from the United States Department of Housing and Urban Development ("HUD"),for professional services as indicated and further described in Exhibit "A." (b)CITY's Director of Public Works may request in writing additional specified work not covered by the Scope of Services set forth in Article 1 of this Agreement ("Additional Services").Prior to beginning work on any Additional Services,CONSULTANT and CITY will agree and document the scope of work to be performed and compensation rate through a written amendment to the Agreement,which in any case shall not exceed ten percent (10%)of the total amount as stated in Section 2.1 (a)of this Agreement. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Diana Cho and Associates 16716 East Rocky Knoll Road Hacienda Heights,California 91745 2.3 Terms of Compensation (a)CONSULTANT will submit monthly invoices for the services provided and completed in the previous month.CITY agrees to pay all undisputed invoice amounts within thirty (30)days of receipt of the 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,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. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONSULTANT will defend,indemnify and hold harmless CITY and its officials,officers,employees,agents and volunteers free and harmless from all tort liability,including liability for claims,suits,actions,expenses or costs of any kind, whether actual,alleged or threatened,actual attorneys'fees,experts'fees,or court costs incurred by the CITY,to the extent arising out of or in any way connected with,in whole or in part,the negligent or other wrongful acts,omissions or willful misconduct of Page 2 of 19 R6876-0001/1221569.4 J-5 EXHIBIT 1 CONSULTANT or any of CONSULTANT's officers,agents,employees or contractors in the performance of this Agreement.This includes but is not limited to claims,suits and liabilities for bodily injury,death or property damage to any individual or entity,including officers,agents,employees or contractors of the CONSULTANT.The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence, active negligence,or willful misconduct of the CITY and its officials,officers, employees,agents and volunteers. In addition to the foregoing,CONSULTANT shall indemnify,defend and hold free and harmless the CITY and the CITY's officials,officers,employees,agents and volunteers from and against any and all losses,liabilities,damages,costs and expenses, including reasonable attorneys'fees,experts'fees,and costs to the extent the same are caused by negligence or willful misconduct of the CONSULTANT,or any of the CONSULTANT's officials,officers,agents,employees or volunteers,in the performance of professional services pursuant to this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of this Agreement carry, maintain,and keep in full force and effect,a policy or policies of Comprehensive General Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each occurrence and in the aggregate,combined single limit,against any personal injury,death,loss or damage resulting from the CONSULTANT's wrongful or negligent acts.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of A:VII or better. 3.3 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 as required by law in the State of California. 3.4 Professional Liability CONSULTANT shall at all times during the term of this Agreement carry, 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).Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of A:VII or better. 3.5 Workers'Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement workers'compensation insurance as required by the law.CONSULTANT shall require any subcontractors similarly to provide such Page 3 of 19 R6876-0001/1221569.4 J-6 EXHIBIT 1 compensation insurance for their respective employees. 3.6 Notice of Cancellation (a)All insurance policies shall provide that the insurance coverage shall not be canceled 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.CONSULTANT agrees that it will not cancel or reduce said insurance coverage. (b)CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terrryinate 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.i Certificate of Insurance At all times during the term of this Agreement,CONSULTANT shall maintain on file with the City Clerk certificates of insurance showing that the aforesaid policies are in effect in the required amounts.The comprehensive general liability and professional liability policy or policies 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 TERMINATION 4.1 Termination of Agreement (a)This Agreement may be terminated at any time,with or without cause, by either party upon thirty (30)days'prior written notice.Notice shall be served in accordance with Section 6.18 of this Agreement. (b)Upon termination of this Agreement by CONSULTANT or CITY due to no fault or failure of performance by CONSULTANT,CONSULTANT shall be paid compensation for all services performed in an amount to be determined as follows:for work done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination in accordance with the work items;provided,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 as stated in Article 2 of this Agreement for the full performance of the services described in Article 1. Page 4 of 19 R6876-0001/1221569.4 J-7 EXHIBIT 1 ARTICLE 5 DOCUMENTS 5.1 Ownership of Documents and Work Product (a)All documents,plans,specifications,reports,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 ~pon their use,duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. (b)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. (c)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 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. (d)Upon termination,abandonment or suspension of the Project,the CONSULTANT shall deliver to the CITY all Written Products and otherdeliverables related to the Project.If CONSULTANT prepares a document on a computer,CONSULTANT Page 5 of 19 R6876-0001/1221569.4 J-8 EXHIBIT 1 shall provide CITY with said document both in a printed format and in an acceptable electronic format. 5.2 Record-Keeping and Reporting (a)Pursuant to 24 C.F.R.Section 85.36(i)(1 0),the CONTRACTOR shall maintain all books,documents,papers,and records that are directly pertinent to the Agreement forthe purpose of making audits,examinations,excerpts and transcripts. (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.096691-09),CONTRACTOR 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)Pursuant to 24 C.F.R.Section 85.36(i)(7),CONTRACTOR shall provide to the CITY all requested documentation resulting throughout the course of or under this Agreement. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY's Director of Public Works shall designate the CITY's representative and CONSULTANT shall designate its representative as 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 et seq.)and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.2000 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 Page 6 of 19 R6876-0001/1221569.4 J-9 EXHIBIT 1 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 subconsultants 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 CONTRACTOR 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.).CONTRACTOR agrees to comply with the requirements of all other applicable federal,state and local laws and regulations pertaining to labor standards or civil rights insofar as those acts apply to the performance of this Agreement. 6.6 Environmental Conditions Pursuant to 24 C.F.R.Section 85.36(i)(13),CONTRACTOR 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 Lobbying Certifications (a)The Los Angeles County Lobbyist Code Chapter 2.160 County Ordinance No.93-0031 Certification is attached hereto as Exhibit "B"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 "C"and incorporated herein by this reference.CONSULTANT shall complete and file this Certification with the CITY. 6.8 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement orwithin twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested" Page 7 of 19 R6876-0001/1221569.4 J-10 EXHIBIT 1 (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. 6.9 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 of California,excluding California'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. 6.10 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. 6.11 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 ofthe 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 at 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 Page 8 of 19 R6876-0001/1221569.4 J-11 EXHIBIT 1 any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.12 Captions The captions used in this Agreement are for general reference only and are not part of the Agreement. 6.13 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.This Agreement may be modified or amended,or provisions or breach may be waived,only as described in Article 6.14. 6.14 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. 6.15 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. 6.16 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone 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. Page 9 of 19 R6876-0001/1221569.4 J-12 EXHIBIT 1 6.17 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. 6.18 Notice Except as otherwise required by law,any notice,request,direction, demand,consent,waiver,approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a)in person or (b)by certified mail,postage prepaid,and addressed to the parties at the addresses stated below,or at such other address as either party may hereafter notify the other in writing as aforementioned: If to CONSULTANT: Diana Y.Cho,Principal Diana Cho and Associates 16716 East Rocky Knoll Road Hacienda Heights,California 91745 Itto CITY: Ray Holland,Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 A party may change its address by giving written notice to the other party. Thereafter,any notice or other communication shall be addressed and transmitted to the new address.If sent by mail,any notice,tender,demand,delivery or other communication shall be deemed effective three (3)business days after it has been deposited in the United States mail.For purposes of communicating these time frames,weekends and federal, state,religious,County of Los Angeles or CITY holidays shall be excluded.No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. Page 10 of 19 R6876-0001/1221569.4 J-13 EXHIBIT 1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATIEST: BY:-------------City Clerk CONSULTANT BY:._------------ Title CITY OF RANCHO PALOS VERDES, A Municipal Corporation Mayor Page 11 of 19 R6876-0001/1221569.4 J-14 Exhibit "A" o A N A Exhibit 1 March 31,2010 AND ASSOCIATES Ms.Judy A.Huey Public Works Department City of Rancho Palos Verdes Rancho Palos Verdes,California 90275 Subject:Request for Proposal -Administrative Services for the City of ,Rancho Palos Verdes Community Development Block Grant Program Dear Ms.Huey: Thank you for the opportunity to present the enclosed proposal for Administrative Services in conjunction with the City of Rancho Palos Verdes'Community Development Block Grant (CDBG)Program. Diana Cho and Associates appreciate the City's confidence in our firm by allOWing us to work as consultants for you over the past several years.Cho and Associates is the best qualified firm to administer the City of Rancho Palos Verdes'CDBG Program as our experience include CDBG program and financial management,federal labor,contract and Section 3 compliance services,and operating housing rehabilitation programs. Since 1986,Cho and Associates have offered extensive :administrative and management services to cities requiring assistance in the CDBG Program.We are currently contracted by the Cities of Bell,Rancho Palos Verdes,Diamond Bar,and Bell Gardens to provide CDBG administrative services. As CDBG consultants,Cho and Associates prOVide assistance with preparing Annual Planning Summaries,Exhibit A/Memorandum of Understanding documents,reimbursement requests, professional services agreements,construction bid documents,U.S.Department of Housing and Urban Development reports,monitoring of sub-recipients,and providing Davis-Bacon and Section 3 Compliance monitoring. Please call me at (626)374-2184 should you have any questions or require additional information.I am available to discuss our proposal at your convenience. Sincerely, ~j ~/Ksu,.t1uDic;;;~·Y.-Zho Principal Consultant DYC:RFP.RPV3.10 16716 E Rocky Knoll Road.Hacienda Heights,CA 91745.(626)968-3484 J-15 Exhibit 1 Exhibit "A" City of Rancho Palos Verdes Proposal for CDBG Administration Consultant Services Page 2 CONSULTANTS'EXPERIENCE AND QUALIFICATIONS Diana Cho will serve as the lead consultant for the City of Rancho Palos Verdes'COBG Program Administration services. Diana Cho has served as a COBG consultant since 1986.She has provided COBG administrative services and technical assistance for the Cities of Bell,Bell Gardens, Diamond Bar,Rancho Palos Verdes,El Segundo,Huntington Park,and Hawaiian Gardens. As a COBG consultant,Ms.Cho has prepared program guidelines,Annual 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'$AND RFQ's),and professional services agreements;administered Housing and Commercial Rehabilitation Programs;and monitored the expenditures and accounting of COBG funds. Currently,Diana Cho provides COBG and MTA program administration services to the City of Bell;and CDBG general program management services for the City of Rancho Palos Verdes,Oiamond Bar,and Bell Gardens.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. PROPOSEO SCOPE OF SERVICES Diana Cho and Associates will provide CDBG program consulting services for program 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. •Prepare CD8G documents including contracts,agreements and amendments. •Prepare and publish public hearing notices for citizen input on the allocation of annual funds and/or any changes in the COBG allocation of funds. •Prepare reports for City Council review and approval of C08G projects and activities. J-16 Exhibit 1 Exhibit "A" City of Rancho Palos Verdes Proposal for CDBG Administration Consultant Services Page 3 •Prepare and submit Annual Program Planning Summaries indicating the projects and budgets for the CDBG Program to the Community Development Commission. •Process CDBG Reimbursable Contract and Amendments. •Prepare and complete Community Development Commission reports and documents including the Quarterly Performance Report,labor standards report and Contract/Subcontract activity report. •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. Consultants will prepare City Council Reports and City Council Resolutions for agenda items pertaining to the Community Development Block Grant (CDBG) Program. Consultants will prepare the Agreements to Implement Projects including project descriptions and budgets. •Complete and submit the Exhlbit A Input documents which describe the CDBG project,funding amount,program beneficiaries and project location. •Prepare and process amendments for on-going projects.Prepare and publish public hearing notices for substantial changes in project description and/or funding levels. Consultants will prepare CDBG Funding Requests for each project. •Review payment requests and invoices for CDBG services,supplies and equipment,if necessary. •Prepare and submit CDBG Funding Requests to the County each month. •Monitor the drawdown of CDBG funds in order to comply with the CDC/HUD performance goals. Consultants witt coordinate with staff and gather all necessary files and documentation for program monitoring and audit preparation. •Develop and maintain all necessary documentation for CDBG monitoring and annual City Audit. •Assist County and Federal CDBG monitors during program performance reviews,and City auditors during City Audit. J-17 Exhibit 1 Exhibit "A" City of Rancho Palos Verdes Proposal for CDBG Administration Consultant Services Page 4 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. •Prepare and maintain labor and contract compliance files for CDC and HUD monitoring. •Review all construction contract files prior to project dose-out. Consultants wilt 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. •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. •Attend Cities Quarterly Meetings. J-18 Exhibit 1 Exhibit,"A" City of Rancho Palos Verdes Proposal for CDBG Administration Consultant Services Page 5 Consultants will ensure compliance with all applicable FederalJ State and local laws and policies. •Keep updated copies of CDBG regulations and handbooks at City Hall. o Circulate CDBG information bulletins to City staff. o Attend County and HUD seminars on program and regUlatory changes. CLIENT LIST Diana Cho and Associates prOVide services for the following clients: o City of Bell Lourdes Garcia,Director of Administrative Services 6330 Pine Avenue,Bell,CA 90201 (323)588-6211 Services Provided:CDBG,MTA,and SCAQMD Administration. Term of Service:1986 to Present •City of Rancho Palos Verdes Judy Huey,Senior Administrative Analyst 30940 Hawthorne Blvd_,Rancho Palos Verdes,CA 90275 (310)544-5247 Services Provided:CDBG Program Management and Administration. Term of Service:1995 to Present City of Diamond Bar David Doyle,Assistant City Manager 21825 E.Copley Drive,Diamond Bar,CA 91765 (909)839-7030 Services Provided:CDBG Administration and Contract and Labor compliance monitoring. Term of Service:1993 to Present •City of Bell Gardens Aldo Schindler,Director of Community Development 7100 South Garfield Avenue,Belt Gardens,CA 90201 (562)806·7700 Services Provided:CDBG Administration and Section 108 Loan. Term of Service:2004 to Present J-19 Exhibit 1 Exhibit "A" City of Rancho Palos Verdes Proposal for CDBG Administration Consultant Services Page 6 SCHEDULE OF FEES (ho and Associates will provide services in an amount not to exceed $17,898 and/or within the 10%cap for administrative costs,whichever is the lower of the two.The fees for consulting services are inclusive of all normal business overhead and will be as follows: Principal Associates S 80.00 per hour S 55.00 per hour Diana (ho witl serve as the lead consultant for providing CDBG Program Administration services.The consultant will work at least one day per week at City Halt 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. J-20 EXHIBIT 1 Exhibit "B": Community Development Commission County of Los Angeles COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO.93-0031 CERTIFICATION )-----Telephone Number (Zip Code:_ Name of Firm:_ Address:-----'------------------------- State:_ 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: (Contractor/Subcontractor) By:_ (Signature) (Date)(Title) R6876-0001/1221569.4 Page 18 of 19 J-21 EXHIBIT 1 Exhibit "C": FEDERAL LOBBYIST REQUIREMENTS CERTIFICATION Name of Firm:Date:_ Address:_ State:Zip Code:Phone No.:_ 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:Title:_ Signature:Date:_ Federal Lobbying Requirements Certification Form R6876-000 1/1221569.4 Page 19 of 19 Revised 09/30105 J-22 Exhibit 2 -First Amendment to the Professional Services Agreement Between Diana Cho and Associates and the City of Rancho Palos Verdes J-23 EXHIBIT 2 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN DIANA CHO AND ASSOCIATES AND THE CITY OF RANCHO PALOS VERDES THIS FIRST AMENDMENT ("First Amendment")to the PROFESSIONAL SERVICES AGREEMENT ("Agreement")between the CITY OF RANCHO PALOS VERDES ("CITY")and DIANA CHO AND ASSOCIATES ("CONSULTANT")is made and entered into this 4th day of November 2010. WHEREAS,CITY and CONSULTANT previously entered into the Agreement on June 1,2010,whereby CONSULTANT provides professional services to administer the Community Development Block Grant program;and WHEREAS,CITY and CONSULTANT wish to amend the Agreement to add the provisions and requirements of the Los Angeles County Defaulted Property Tax Reduction Program. NOW,THEREFORE,for good and valuable consideration,the parties wish to amend and modify the terms of the Agreement to add the following language: 1.Section 6.19 is hereby added to the Agreement to read as follows: CONTRACTOR'S WARRANTY OF COMPLIANCE WITH COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM.The Contractor 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 Contractor qualifies for an exemption or exclusion, the Contractor warrants and certifies that to the best of its knowledge it is now in compliance,and during the term of this Contract will maintain compliance,with the County's Defaulted Tax Program,found at Los Angeles County Ordinance No.2009-0026 and codified at Los Angeles County Code,Chapter 2.206. Failure of the Contractor to maintain compliance with the requirements set forth in the "COUNTY'S DEFAULTED PROPERTY TAX REDUCTION , PROGRAM"shall constitute default under this Contract.Without limiting the rights and remedies available to the City under any other provision of this Contract,failure of the Contractor to cure such default within 10 days of notice shall be grounds upon which the City may suspend or terminate J-24 EXHIBIT 2 this contract pursuant to the County's Defaulted Property Tax Reduction Program found at Los Angeles County Ordinance No.2009-0026 and codified at Los Angeles County Code,Chapter 2.206. As modified by this amendment,the Agreement remains in full force and effect and remains fully binding upon the parties. IT IS SO AGREED. Dated:,2010 Dated:,2010 ATTEST: By:-=----:---:-------------------------- City Clerk DIANA CHO AND ASSOCIATES ("CONSULTANT") Signature:_ Printed Name:_ Title:_ CITY OF RANCHO PALOS VERDES ("CITY") By:_ Mayor J-25 Exhibit 3 -Second Amendment to Agreement Between the City of Rancho Palos Verdes and Diana Cho and Associates J-26 Exhibit 3 Second Amendment to Agreement between the City of Rancho Palos Verdes and Diana Cho and Associates This agreement is the second amendment to the Community Development Block Grant Program Consultant Agreement between the City of Rancho Palos Verdes ("CITY") and Diana Cho and Associates ("CONSULTANT"),dated June 1,2010 ("Agreement").The first amendment,which was effective November 4,2010,added required provisions regarding the Los Angeles County Defaulted Property Tax Reduction Program.This second amendment is effective as of June 7,2011 and is being made to extend the term of the Agreement for one year. Section 1.Section 1.3 of the Agreement is hereby amended to read as follows: "This Agreement shall commence on July 1,2010 and shall expire on June 30, 2012,unless sooner terminated pursuant to Section 4.1 of this Agreement. Additionally,there shall be one (1)one-year option to renew the Agreement in FY 2012- 2013 with the mutual written consent of both parties." Section 2.Except as expressly amended by this amendment to the Agreement,all of the other provisions of the Agreement shall remain in full force and effect as written in the Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. CITY OF RANCHO PALOS VERDES ("CITY") By:_ Mayor ATTEST: By:_ City Clerk DIANA CHO AND ASSOCIATES ("CONSULTANT") Signature:_ Printed Name:_ Title:_ J-27 Exhibit 4 :...Third Amendment to Agreement Between the City of Rancho Palos Verdes and Diana Cho and Associates J-28 Exhibit 4 Third Amendment to Agreement between the City of Rancho Palos Verdes and Diana Cho and Associates This agreement is the third amendment to the Community Development Block Grant Program Consultant Agreement between the City of Rancho Palos Verdes ("CITY")and Diana Cho and Associates ("CONSULTANT"),dated June 1,2010 ("Agreement").The first amendment,which was effective November 4,2010,added required provisions regarding the Los Angeles County Defaulted Property Tax Reduction Program.The second amendment was effective June 7,2011 and extended the term of the Agreement for one year.This third amendment is effective as of May 15,2012 and is being made to extend the term of the Agreement for a second one-year period. Section 1.Section 1.3 of the Agreement is hereby amended to read as follows: "This Agreement shall commence on July 1,2010 and shall expire on June 30, 2013,unless sooner terminated pursuant to Section 4.1 of this Agreement. Section 2.Except as expressly amended by this amendment to the Agreement,all of the other provisions of the Agreement,as previously amended by the First Amendment,shall remain in full force and effect as written in the Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. CITY OF RANCHO PALOS VERDES ("CITY") By:_ Mayor ATTEST: By:_ City Clerk DIANA CHO AND ASSOCIATES ("CONSULTANT") Signature:_ Printed Name:_ Title:_ J-29