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HomeMy WebLinkAboutAgreement for Services AGREEMENT FOR SERVICES THIS AGREEMENT is made and entered into this L, day of X12 1997, by and between the City of Arroyo Grande, a political subdivision of the State of California, hereinafter referred to as "City," and South Bay Improvement Association, a California non-profit corporation, hereinafter referred to as "SBIA," as follows. WHEREAS, the City and State Department of Housing and Community Development (HCD) entered into a Grant Agreement for the distribution and use of Community Development Block Grant (hereinafter referred to as "CDBG") funds awarded to the City, as Grantee under provisions of Title I of the Federal Housing and Community Development Act of 1974 and Title IX of the National Affordable Housing Act of 1990 (hereinafter referred to as the "Acts") under Grant Number 96-STBG-996; and WHEREAS, pursuant to and as more fully described in the Grant Agreement, the grant funds to be received by the City are to be used for the expenses related to site acquisition, off-site improvements, and rehabilitation of affordable rental housing; and WHEREAS, SBIA was incorporated for the purpose of promoting better living conditions for low-income persons through the development of new housing and acquisition and repair of existing housing; and WHEREAS, SBIA has the expertise and staff for carrying out the CDBG General Administrative activities for the site acquisition and off site improvements; NOW, THEREFORE, IT IS AGREED by and between the parties as follows. 1. Scope of Activities SBIA will provide general administration services to the City as follows (a) Provide technical assistance with reporting requirements, budget and program revisions, and compliance with CDBG regulations. (b) Assist in satisfying all City/State Grant Agreement conditions required prior to fund drawdown, including without limitation completion of environmental review, program reuse plan, anti-displacement and relocation plan, and CDBG Housing Element Certification. (c) Prepare narrative quarterly program performance reports, annual grantee performance and program income reports, final (closeout) reports, and monthly and quarterly financial reports (PAR's). (d) Assist with scheduling and noticing public hearings for reports and program amendments, and maintenance of City's public information file (e) Provide technical assistance regarding fiscal and accounting procedures per CDBG guidelines. (f) Provide staff assistance during all HCD - CDBG monitoring visits. t i (g) Assist with Section 504 compliance procedures. (h) Act as general liaison with HCD in all matters pertaining to the grant. 2. City Responsibilities The City shall: (a) Cooperate with SBIA in establishing and implementing a Grant Management system. (b) Be responsible for timely submittal of drawdown requests to the State Department of Housing and Community Development for the timely disbursement of funds received from the State. (c) Retain all pertinent books, records, and documents in to reflect all grant expenditures and the 1996 City/State Grant Agreement. (d) City shall be responsible for fulfilling responsibilities of the "Grantee" pursuant to the City's agreement with the State under Grant Number 96-STBG-996. 3. Term of Agreement The term of this Agreement shall commence on the date of execution of this Agreement and shall terminate on April 30, 1999 unless earlier terminated as hereinafter provided. 4 State of Compliance No provision in this Agreement shall be intended to mitigate or alter the responsibility of the City for the proper implementation of the program in compliance with all applicable federal, state, and local regulations. 5. Compensation Subject to the terms and conditions of this Agreement, including the availability of CDBG funds, City shall compensate SBIA for General Administrative Services up to a maximum of$27,500. SBIA will invoice the City on a fee basis, per the milestone schedule outlined in Attachment A. SBIA shall be limited to the amount budgeted unless the City Manager of the City approves a budget modification. Payment to SBIA for the foregoing shall be following the submission by SBIA of a monthly'statement. It is understood by the parties that the funds being used for the purposes of this Agreement are funds furnished by City pursuant to the Acts. Notwithstanding any other provisions of this Agreement, the liability of City shall be limited to funds specified in Attachment A. City shall incur no liability to SBIA, its officers, agents, employees, suppliers or contractors for any delay in making any such payments. 2 i 6. Inspections (a) The State reserves the right to inspect any work performed hereunder to see that the work is being and has been performed in accordance with the applicable federal, State, and/or local requirements, and this agreement. (b) The City may inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, State and/or local requirements, the Standard Agreement between the State and the City, and this Agreement. 7. Records SBIA shall retain for inspection all records, including but not limited to, books, documents, papers and plans of SBIA. City may inspect any such records upon reasonable notice to SBIA. Such right of inspection shall continue for a period of three (3) years after the date of termination of this Agreement, to ensure that the work performed hereunder is in accordance with the applicable federal, State, and/or local requirements. 8. Reimbursement If at any time within applicable statutory periods of limitation it is determined by City, or by the State Department of Housing and Community Development, or its duly authorized representatives„ that funds provided for under the terms of this Agreement have been used by or on behalf of SBIA in a manner or for a purpose not authorized or prohibited by the Federal Housing and Community Development Act of 1974 and the National Affordable Housing Act of 1990 or regulations adopted pursuant thereto SBIA shall, at City's request, pay to the City an amount equal to one hundred percent (100%) of any amount expended in violation of said Acts or said regulations. 9. Insurance SBIA shall maintain for the entire term of this Agreement the following insurance policies. (a) Liability Insurance -- This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of SBIA's operations in the performance of this Agreement. The amount of insurance shall be not less than one million dollars ($1,000,000) per occurrence for both bodily injury and property damage SBIA shall furnish the City with a certificate of insurance setting forth the foregoing, which certificate shall name the City as a additional insured and shall provide for ten (10) days written notice to the City of any cancellation or reduction in coverage. (b) Worker's Compensation Insurance -- In accordance with the provisions of Labor Code Section 3700, SBIA is required to insured against liability for worker's compensation, or to undertake self-insurance 3 (c) SBIA and any subcontractors shall also maintain unemployment insurance and State disability insurance as required by the State. (d) If SBIA fails or refuses to procure or maintain the insurance required by this Agreement, or refuses to furnish the City upon request with required proof that insurance is in force and paid for, the City shall have the right, at City's election, to terminate this Agreement upon written notice to SBIA. 10. State of California Contract Requirements During the performance of this Agreement, SBIA agrees as follows: (a) The Civil Rights, HCD, Age Discrimination, and Rehabilitation Acts Assurance: During the performance of this Agreement, SBIA assures that no otherwise qualified person shall be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, national origin, sex, age, or handicap, under any program or activity funded by this Agreement, as required by Title VI of the Civil Rights Act of 1964, Title 1 of the Housing and Community Development Act of 1974, as amended, the Age Discrimination Act of 1975, and the Rehabilitation Act of 1973, and implementing regulations. (b) The Training, Employment, and Contracting Opportunities for Business and Lower-Income Persons Assurance of Compliance: (i) The work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S C , 1701u. Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. (ii) The parties to this Agreement will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Agreement. The parties to this Agreement certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements. (iii) SBIA will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the City, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR Part 135, and will not let any subcontract unless the 4 subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of such regulations (iv) SBIA will send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advertising the said labor organization or worker's representative of their commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. (v) Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135 and all applicable rules and orders for the Department issued thereunder prior to the execution of the Agreement shall be a condition of the federal financial assistance provide to the project, binding upon the City, its successors, and assigns. Failure to fulfill these requirements shall subject the City, its contractors and subcontractors, its successors, and assigns to those sections specified by the grant or loan agreement or contract through which Federal assistance is provided, and to such sections as are specified by 24 CFR Part 135. (c) State Nondiscrimination Clause (i) During the performance of this Agreement, SBIA and its subcontractors shall not lawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40), or sex Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 et seq.) The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, are incorporated into this Agreement be reference and made a part hereof as if set forth in full. SBIA and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (ii) SBIA shall include the nondiscrimination and compliance provisions of this Section 10(c) in all subcontracts to perform work under this Agreement. (iii) SBIA shall take affirmative actions to assure that small, disadvantaged, women, and minority business enterprises are utilized when possible as contractors for supplies, equipment, construction, and services 5 (d) Assurance of Compliance with Requirements Placed on Rehabilitation Contracts/Subcontracts in Excess of$10,000• In addition to the requirements above, if the contract/subcontract is for housing rehabilitation costing more than $10,000 and is between a property owner and a contractor, SBIA shall insert in the solicitation for bid and contract the following phrase: "The contractor hereby agrees to abide by the requirements of Executive Order 11246 and all implementing regulations of the Department of Labor." (e) Labor Standards (i) State Labor Standards Provisions -- SBIA shall give the following certification to the City and forward this certification to the City within ten (10) days after the execution of this Agreement. SBIA further agrees that these certifications will be required of all subcontractors "I am aware of the provisions of Section 1720 et seq. of the California Labor Code which requires that the state prevailing wage rate shall be paid to employees where this rate exceeds the federal wage rate." "I am aware of the provisions of Section 3700 of the Labor Code which requires every employee to be insured against liability for workers compensation or to undertake self-insurance in complying with such provisions before commencing the performance of the work of this contract." "It is further agreed that, except as may be provided in Section 1815 of the California Labor Code, the maximum hours a worker is to be employed is limited to eight hours a day and 40 hours a week and the subcontract shall forfeit, as a penalty, $25 for each worker employed in the execution of the subcontract for each calendar day during which a worker is required or permitted to labor more than eight hours in an calendar day or more than 40 hours in any calendar week." (ii) Federal Labor Standards Provision (Davis-Bacon and Related Acts) -- Except with respect to the rehabilitation of residential property designed for residential use for less than eight families, SBIA and all contractors and/or subcontractors of SBIA engaged under contracts in excess of$2,000 for the construction, prosecution, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with the HUD requirements pertaining to such contracts and the applicable of the regulations of the Department of Labor under 29 CFR Parts 3, 5, and 5a, governing the payment of wages and the ratio of apprentices and trainees to journeyman. provided, that if wage rates higher than those required under such regulations are imposed by state or local law, nothing hereunder is intended to relieve their obligation, if any, to require payment of the higher rates. SBIA shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of 29 CFR 5.5 and, for such contracts in excess of$10,000, 29 CFR 5a.3. (iii) SBIA shall indemnify and hold the City, its officers, agents, and employees harmless from any failure by SBIA to comply with the requirements of this Section 10(e) 6 (f) Other Required Federal Provisions: (i) Flood Disaster Protection -- This Agreement is subject to the requirements of the Flood Disaster Protection Act of 1973 (P.L. 93-234). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of Housing and Urban Development as having special flood hazards which is located in a community not then in compliance with the requirements of Section 102(a) of said Act; and the use of any assistance provided under this Agreement for such acquisition and construction under such identified areas in communities then participating in the national flood insurance program shall be subject to the mandatory purchase of flood insurance of Section 102(a) of said Act. Any contract or agreement for the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S C. 4001 et seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Prevention Act of 1973 Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. (ii) Lead-based Paint Hazards -- The construction or rehabilitation of residential structures with assistance provided under this Agreement is subject to the HUD Lead-based Paint regulations, 24 CFR Part 35 Any grants or loans made by SBIA for the rehabilitation of residential structures with assistance provided under this Agreement shall be made subject to the provisions for the elimination of lead-based paint hazards under subpart B of said regulations (iii) Compliance with Air and Water Acts -- This Agreement is subject to the requirements of the Clean Air Act, as amended, 42 U S C 1251 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 CFR Part 15, as amended, from time to time. In compliance with said regulations, SBIA shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement, the following requirements (a) A stipulation by the contractor or subcontractor that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR 15.20. 7 (b) Agreement by the contractor to comply With all the requirements of Section 114 of the Clean Air act, as amended (42 U S.C. 1857c-8), and Section 308 of the Federal Water Pollution Control Act, as amended (33 U.S.0 1318), relating to inspection, monitoring, entry, reports, and information, as well as all other requirements and guidelines issued thereunder. (c) A stipulation that as a condition for the award of the contract, prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. (d) Agreement by the contractor that he will include or cause to be included the criteria and requirements in paragraphs 10(a) through 10(d) of this Agreement in every non-exempt subcontract and requiring that the contractor will take such action as the government may direct as means of enforcing such provisions. In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act. (iv) Obligations of Grantee with Respect to Certain Third Party Relationships -- SBIA shall remain fully obligated under the provisions of the Agreement notwithstanding its designation of any third party or parties for the undertaking of all or any part of the program with respect to which assistance is being provided under this Agreement to SBIA. SBIA shall comply with all lawful requirements of the State of California necessary to ensure that the program with respect to which assistance is being provided under this Agreement by SBIA is carried out in accordance with the State's assurance certifications, including those with respect to the assumption environmental responsibilities of the State under Section 104(h) of the Housing and Community Development Act of 1974 (v) Interest of Certain Federal Officials --No member of or delegate to the Congress of the United States, and no resident commissioner, shall be admitted to any share or part of this Agreement or to any benefit to arise from the same. (vi) Interest of Members, Officers, or Employees of Contractors, Members of Local Governing Body, or Other Public Officials --No member, office, or employee of SBIA, or its designees or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercise any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the program assisted under the Agreement. SBIA shall incorporate, or cause to be incorporated, in all such contracts or subcontracts a provision prohibiting such interest pursuant to the purposes of this section. 8 (vii) Prohibition Against Payments of Bonus or Commission -- The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HCD approval of the application for such assistance, or HCD approval of applications for additional assistance, or any other approval or concurrence of HCD required under this agreement, Title I of the Housing and Community Development Act of 1974, or HCD regulations with respect thereto: provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs. 11. Indemnification SBIA shall defend, indemnify and save harmless the City, its officers, agents and employees, from any and all claims, demands, damages, costs, expenses (including without limitation, costs of settlement and reasonable attorney fees),judgments, or liability occasioned by the performance or attempted performance of the provisions hereof, or in any way arising out of or relating to this Agreement, including, but not limited to, those predicated upon theories of violation of statute, ordinance or regulation, violation of civil rights, or any wrongful act or any negligent act or omission to act on the part of SBIA or of agents, employees, or independent contractors directly responsible to SBIA. 12. Termination This Agreement may be terminated by either party as follows if one party determines that the other has failed to comply with any term or condition of this Agreement, such party may give written notice to the other party describing its failure to comply. Upon receipt of such notice the other party shall prepare and submit within fifteen (15) days a proposal for the correction of all terms and conditions Such other party shall then have thirty (30) days to correct such terms and conditions unless a longer term is agreed to by the parties. In the event the party fails to submit such a proposal or fails to correct such terms and conditions within the thirty (30) days (or some other agreed to period), the initiating party may serve the other party with written notice of termination of this Agreement. 13. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid Notices required to be given to the City shall be addressed as follows: City Manager, City of Arroyo Grande, 214 E. Branch, Arroyo Grande, CA 93421 Notices to be given to SBIA shall be addressed as follows. Assistant Secretary, South Bay Improvement Association, 3533 Empleo Street, San Luis Obispo, CA 93401 Provided that any party may change such address by notice in writing to the other parties and thereafter notices shall be transmitted to the new address 9 14. Independent Contractor SBIA agrees not to hold itself out as, or give any person any reason to believe that it is an employee, agent, or partner of the City SBIA has no authority to obligate City by contract or otherwise. SBIA shall assume full and sole responsibility for the payment of all compensation, tax withholding, social security contributions, workers' compensation payments, disability insurance contributions, unemployment insurance contributions and expenses of its workforce SBIA shall defend, indemnify and hold City harmless with respect to all such taxes and insurance and with respect to any claims arising out of any injury, disability or death oSBIA's employees or agents 15. Miscellaneous This Agreement shall be governed in all respects by the laws of the State of California, excluding its choice of law rules, and where applicable,the laws of the United States of America. Should any provision of this Agreement be held to contravene any law or regulation or be unenforceable,then the valid portion thereof and all other provisions of this Agreement shall remain in full force and effect. Any waiver(express or implied) by either party of any default or breach under this Agreement shall not constitute a waiver of any other default or breach. Sections 6, 7, 8, 9, 10, 12, 13, and this Section 14 shall survive any termination or expiration of this Agreement. This Agreement, together with the Exhibits attached hereto and those documents specifically referenced herein as incorporated into this Agreement, constitutes the entire, final, complete, and exclusive agreement between the parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, either oral or written. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, successors, survivors and assigns CITY OF ARROYO GRANDE ;` �-By. koilf,...tx �� 3- 7 Robert L. Hunt Date City Manager ATTEST: 1I4a . 4 ) 3/ 97 City Clerk Date SOUTH BAY IMPROVEMENT ASSOCIATION B : . ,17- 7 Sta 'ey Bell Date President 10 AGREEMENT FOR SERVICES ATTACHMENT A CDBG General Administration Fee and Milestone Schedule 1. Grant Start Up February, 1997 $ 6,300 (Including but not limited to assisting City to meet HCD grant start-up conditions,CDBG CEQA/NEPA Environmental Clearance,establish City CDBG accounting and recordkeeping systems,and monitoring and reporting updates to CDBG regulations) 2. Ongoing Management March, 1997 - June 1998 $19,200 (Billed at$1200 per month) 3. CDBG Closeout April 1999 $ 2,000 (Including but not limited to preparation of close-out report on behalf of City,noticing and conducting close- out public hearing,and preparation and submittal of Certificate of Completion) Total $27,500 II