Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: SERGIO COREAS, HOMELESSNESS SOLUTIONS AND HOUSING
MANAGER
DATE: SEPTEMBER 23, 2025
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH MDG ASSOCIATES, INC. FOR PROGRAM ADMINISTRATION AND TECHNICAL
SUPPORT SERVICES
EXECUTIVE SUMMARY
The City Council will consider approving a new Professional Services Agreement (PSA) with MDG Associates, Inc. to provide administration services for the Community Development Block Grant (CDBG) Program, HOME Investment Partnerships Program (HOME), Department of Housing and Urban development (HUD) Administration Services, and the State’s Permanent Local Housing Allocation (PLHA) program. For several years, the City has relied on MDG’s technical expertise to ensure compliance with federal and state regulations, manage grants, and assist in the delivery of housing and community development programs. The proposed PSA will establish an updated scope of services and compensation structure for a new term beginning July 1, 2025.
Approval of the PSA will ensure the City continues to meet all HUD and State program requirements, deliver housing and community development projects in a timely manner, and maintain administrative capacity to manage programs.
RECOMMENDATION
That the City Council:
Approve a new Professional Services Agreement with MDG Associates, Inc. to provide CDBG, HOME, HUD, and PLHA program administration services for an initial one-year term beginning July 1, 2025, in an amount not-to-exceed One million, Four Hundred Twenty-Nine Thousand One Hundred Eighty- Four Dollars ($1,429,184) utilizing state and federal grant monies, and authorize the City Manager, or designee, to execute the agreement.
APPROVAL OF PROFESSIONAL SERVICES AGREEMETN WITH MDG ASSOCIATES, INC. FOR
PROGRAM ADMINISTRATION AND TECHNICAL SUPPORT SERVICES
SEPTEMBER 23, 2025
PAGE 2
BACKGROUND
The City of Downey receives annual grants from the U.S. Department of Housing and Urban Development (HUD) through the CDBG and HOME programs. These grants are critical resources that fund a wide range of activities, including affordable housing development, rehabilitation of existing housing stock, public infrastructure improvements, and support for social service providers. To remain eligible for these grants, the City is required to prepare an Annual Action Plan, a Five-Year Consolidated Plan, and an Analysis of Impediments to Fair Housing Choice. Since 2019, MDG Associates has served as the City’s consultant for HUD program administration, preparing required plans and reports, monitoring subrecipients, and ensuring compliance with HUD regulations
In 2023, MDG’s services were expanded to include administration of the State’s Permanent Local Housing Allocation (PLHA) program, which funds homelessness prevention, affordable housing, and rental assistance initiatives.
Over the past several years, the scope and complexity of HUD and State housing programs have grown significantly. In particular, the City’s PLHA allocation has expanded to include direct funding for homeless outreach, case management, and interim shelter beds. These programs require rigorous tracking, reporting, and compliance monitoring, in order to maintain program integrity and ensure funds are expended effectively.
ANALYSIS
MDG Associates brings more than 30 years of specialized experience in community development consulting and has assisted numerous municipalities throughout California with the administration of HUD and State housing programs. MDG was first engaged by the City in 2019 through a formal Request for Proposals (RFP) process. The RFP was distributed to seven qualified consultants specializing in HUD consolidated planning, and two firms submitted responses: MDG Associates and The Ramsay Group. A review panel consisting of staff from the Community Development Department and City Manager’s Office evaluated the proposals. MDG was selected based on the comprehensiveness of its response, its depth of industry experience, and its demonstrated ability to complete all HUD-required plans and services on time. While MDG did not submit the lowest cost proposal, its scope included critical components absent from the competing proposal, such as preparation of the Citizen Participation Plan, hosting six community meetings, translation of required documents, and review of the City’s Language Access Plan.
Following its selection, MDG successfully completed the City’s 2020–2024 Consolidated Plan and Analysis of Impediments to Fair Housing Choice. During the COVID-19 pandemic, as the City Council shifted priorities to establish rental assistance, business assistance, and expanded public service programs, MDG’s agreement was extended through FY 2022–2023 to ensure continued support. On May 9, 2023, the City Council approved a Professional Services Agreement with MDG to provide administration
APPROVAL OF PROFESSIONAL SERVICES AGREEMETN WITH MDG ASSOCIATES, INC. FOR
PROGRAM ADMINISTRATION AND TECHNICAL SUPPORT SERVICES
SEPTEMBER 23, 2025
PAGE 3
services for the City’s CDBG, HOME, and HUD programs. MDG has since expanded its role to include the administration of the State’s Permanent Local Housing Allocation (PLHA) program, supporting the City’s rental assistance, shelter, and homelessness prevention efforts.
The continuation of services through this new PSA is considered a sole source purchase under the City’s Purchasing Ordinance. A sole source purchase is permitted where unique commodities or services can only be obtained from one vendor with singular characteristics or performance capabilities, or where compatibility with existing City programs requires continuity. MDG’s long-standing role administering Downey’s HUD and PLHA programs, their institutional knowledge of the City’s entitlement portfolio, and their compliance history with HUD requirements establish them as uniquely qualified.
Additionally, MDG currently holds a general contractor’s license, which is essential to their oversight of the City’s Housing Rehabilitation Program. Retaining MDG ensures that there is no disruption or delay in federally and state-mandated programs, which could otherwise place funding or service delivery at risk.
Furthermore, under the City’s Purchasing Ordinance, emergency purchases are permitted without competitive bidding to correct or forestall a shutdown of public services.
Because MDG is responsible for the administration of the City’s CDBG, HOME, and PLHA programs, failure to maintain continuity of their services would risk interruption or shutdown of critical housing and homelessness programs. Such a disruption could jeopardize federal and state funding, delay housing rehabilitation and homelessness prevention services, and impact vulnerable residents.
The proposed agreement reflects updated compensation to account for expanded responsibilities and increased administrative demands, and is aligned with industry standards. Compensation will be paid from eligible administrative allocations under HUD and PLHA grant funding, consistent with federal and state guidelines.
CITY COUNCIL PRIORITIES
Economic Vibrancy
Quality of Life, Safety & Infrastructure
Public Engagement
FISCAL IMPACT
Approval of the recommended action will establish a not-to-exceed compensation amount of $1,429,184 over the term of the agreement. All costs associated with MDG’s services will be funded through HUD grants and the City’s PLHA allocation, specifically from CDBG General Administration (Account No. 28-4-6851-0700), CDBG Housing Rehabilitation (Account No. 28-4-6852-0700), HOME General Administration (Account No. 29-4-6856- 0700), HOME Housing Rehabilitation (Account No. 29-4-6859-0700), HOME ARP
APPROVAL OF PROFESSIONAL SERVICES AGREEMETN WITH MDG ASSOCIATES, INC. FOR
PROGRAM ADMINISTRATION AND TECHNICAL SUPPORT SERVICES
SEPTEMBER 23, 2025
PAGE 4
Administration (Account No. 29-4-6868-0700), and PLHA General Administration (Account No. 27-4-6867-0700). No General Fund resources will be used to support this agreement.
ATTACHMENTS
Attachment A: Professional Services Agreement MDG Associates, INC
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH MDG ASSOCIATES INC
FOR CDBG, HOME, HUD, AND PLHA ADMINISTRATION SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 1st day of July, 2025 (the “Agreement”) by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey, California 90241 ("City"), and MDG Associates, Inc., a California Corporation, with its principal place of business at 10722 Arrow Route, Suite 822, Rancho Cucamonga, California 91730 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional CDBG, HOME, HUD, and PLHA Administration Services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing CDBG, HOME, HUD, and PLHA Administration services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the CDBG, HOME, HUD, and PLHA Administration Services project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, documentation, assistance, coordination and incidental and customary work necessary to fully and adequately supply the professional CDBG, HOME, HUD, and PLHA Administration services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. For the elimination of doubt, Consultant shall not perform any work necessary to complete the Services (defined above) in the capacity of a “Licensed Contractor” as that term is defined in Cal. Bus. And Prof. Code Section 7026.
Attachment A
3.1.2 Term. The term of this Agreement shall be from July 1, 2025 to June 30, 2026, with an option to extend the Agreement for two (2), one (1) year extensions, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement and pursuant to CDBG, HOME, HUD, and PLHA regulations. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CaIPERS as an employee of City, and as a direct result of Consultant’s conduct, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CaIPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. The parties acknowledge that the Schedule of Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City on the Project, which affect the timing of Consultant's performance of the Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates The Director of Economic Development, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Rodolfo E. Munoz, President, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial
General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers' Compensation:
Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) Commercial General Liability (CGL): No less than $1,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; The limits shall be provided by either a single primary policy or combination of policies; (2) Automobile Liability: No less than $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability:
Employer's Liability limits of no less than $1,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.3 Professional Liability (Errors & Omissions).
Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim and $1,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant; The limits shall be provided by either a single primary policy or combination of policies. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of Consultant.
c. The Insurance obligations under this Agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City.
No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance
policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial
General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subrogation. Consultant hereby
grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required
by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Coverage. For any claims related to
this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way.
3.2.10.6 Separation of Insureds; No Special
Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self-Insurance Retentions.
Any deductibles or self-insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City.
3.2.10.8 Acceptability of Insurers. Insurance is to be
placed with insurers with a current A.M. Best's rating no less than A: VII, authorized to do business in California, and satisfactory to the City.
3.2.10.9 Verification of Coverage. Consultant shall
furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.
3.2.11 Safety. In the event any of the work required in connection with providing the Services necessarily must be performed on-site or in the field, Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the hourly rates for each staff position as provided in Exhibit "B" of the Consultant's proposed hourly cost, attached hereto and incorporated herein by reference for a total contract price not to exceed One million, Four Hundred Twenty-Nine Thousand One Hundred Eighty- Four Dollars ($1,429,184.00). Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
3.3.5 Reserved.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written
notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party;
• Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party;
• Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause;
• Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the
failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is
terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or
required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant:
MDG Associates, Inc.
10722 Arrow Route, Suite 822
Rancho Cucamonga, California 91730
Phone: (909) 476-9696, Extension 103
E-Mail: [email protected]
Attn: Rodolfo E. Muñoz, President
With a courtesy copy to:
Anders Legal, PC
Attn: Brian Anders
206 E Brentwood Ave.
Orange, CA 92865
949-666-9547
[email protected]
City:
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: Director of Economic Development
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Consultant will be providing certain proprietary documents, materials, written program guidelines, policies and procedures, program implementation forms, and a web-based grants management system, (collectively the "Materials") for use by the City pursuant to this Agreement. The ownership of all of the Materials shall remain exclusively with Consultant; provided, however, that the City shall have the right to use the Materials during the term of this Agreement and after the expiration or termination of this Agreement. For the purposes of this Agreement, the City's right to use the Materials includes the right to appropriately disclose the Materials pursuant the California Public Records Act (Gov. Code § 7920.000, et seq.), or as otherwise required by law. Nothing herein shall grant the City any right, title, or interest in Consultant's protected Materials, other than as provided herein. At no time during or after the term of this Agreement shall City challenge or assist others to challenge the registration thereof or attempt to register any materials that would infringe upon those of Consultant. If requested to do so, and when provided a copy of relevant federal copyright or trademark registration(s), the City agrees to legibly and durably affix to such Materials, notices in compliance with applicable copyright and trademark laws, including but not limited to the use of the symbol "CD" or similar symbols. The City shall use reasonable efforts to notify Consultant in writing of any actual or potential infringement of the Materials of which the City becomes aware. Any new use, modification, or enhancement of the Materials or any variation thereof by Consultant, shall belong exclusively to Consultant.
3.5.3.2 Confidentiality. All ideas, memoranda,
specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding.
Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
EXHIBIT "A"
SCOPE OF SERVICES
SERVICES
Consultant shall the exclusive right to direct and control all work reasonably necessary (as determined in Consultant’s sole discretion) to complete and/or perform the Services (described below) pursuant to this Agreement. Consultant works in an independently established trade, and currently provides substantially similar if not identical Services for entities other than the City. In Consultant’s sole discretion, Consultant shall have the right to continue to do so at all times during the Term of this Agreement and any mutually agreed- upon extensions thereto.
A. CDBG Administrative Services
1. Provide general CDBG Administrative Services and sub-recipient technical support.
Review and process invoices.
2. Develop, implement and administer eligible CDBG programs.
3. Provide annual sub-recipient monitoring at their place of business, prepare monitoring letters and complete follow up activities as needed.
4. Assist City staff in maintaining information on the Integrated Disbursement and Information System ("IDIS").
5. Review and input sub-recipient quarterly reports into IDIS.
6. Represent the City at community meetings, City Council, meetings with City staff, or workshops as needed or directed.
7. Facilitate communication between the City and HUD.
8. Ensure public works projects using CDBG funds comply with CDBG regulations.
9. Review applications and projects for compliance with the National Environmental Policy Act ("NEPA").
10. Prepare all required HUD reports.
11. Develop and update Federal regulations policy/procedures manuals as necessary.
12. Prepare and submit to the appropriate entity the following plans:
a. Annual Action Plan including Amendments
b. Consolidated Annual Performance and Evaluation Report
13. Prepare and implement all public outreach programs and public participation under the CDBG program as necessary.
14. Provide technical assistance and/or administrative services to City staff in the administration and implementation of the Housing Rehabilitation Program in compliance with HUD and City policies and procedures, including but not limited to application review and approval, services related to inspections that involve taking photographs reasonably necessary for Consultant to develop work descriptions and bid proposal forms and for Consultant to verify work was completed in accordance with the work description, development of work description, coordination of bid and contract award, development of funding agreement and contractor agreement, file and document management, and payment processing in compliance with HUD and City policies and procedures.
15. Any associated Community Planning and Development duties as assigned by the Director of Economic Development or Homelessness Solutions and Housing Manager, as mutually
agreed by City and Consultant. Consultant shall retain the right to reject any work requested by the City that falls outside of Consultant’s expertise or services provided.
B. HOME Administrative Services
1. Provide general HOME Administrative Services and technical support
2. Assist City staff in the development and implementation of eligible HOME activities.
3. Assist City staff with annual affordable housing monitoring to ensure compliance with restrictive affordability covenants during the period of affordability.
4. Assist City staff in maintaining information on all HOME activities in IDIS.
5. Provide technical assistance and/or administrative services to City staff in the administration and implementation of the Housing Rehabilitation Program in compliance with HUD and City policies and procedures, including but not limited to application review and approval, services related to inspections that involve taking photographs reasonably necessary for Consultant to develop work descriptions and bid proposal forms and for Consultant to verify work was completed in accordance with the work description, development of work description, coordination of bid and contract award, development of funding agreement and contractor agreement, file and document management, and payment processing in compliance with HUD and City policies and procedures.
6. Monitor HOME commitment, Community Housing Development Organization ("CHDO") reservation, and disbursement deadlines. Provide recommendations to City staff on activity planning to ensure compliance with all HOME program deadlines.
7. Review activities for compliance with the National Environmental Policy Act ("NEPA").
8. Prepare all required HUD reports.
9. Develop and/or update HOME policies and procedures to conform with any/all updates to the HOME regulations.
C. Permanent Local Housing Allocation (PLHA) Administrative Services
1. Provide general administration, reporting, monitoring, and technical support services for the PLHA Program as funding is awarded or becomes available.
2. Facilitate communication between the City and State of California.
3. Prepare and submit any amendment to the PLHA 5-year Plan.
Prepare
D. Assist with Davis Bacon Prevailing Wage Monitoring
1. Prepare labor compliance documents.
2. Facilitate Labor Compliance Pre-Construction Mtg Determine contract wage rate.
3. Obtain all apprentice documentation.
4. Set up labor standards enforcement files.
5. Ensure completeness of all required labor compliance documents.
6. Complete additional contractor verifications for those that have expired (CSLB, DIR and SAM).
7. Interview contractor, sub and unlisted service providers.
8. Verify job postings.
9. Cross reference interviews against CPRs.
10. Review certified payrolls from contractors and subs. Review apprentice certs and compliance with wage scales and ratios as prescribed by the apprentice program.
11. Prepare due process notifications to contractors of violations.
12. Provide technical assistance to contractors as necessary to resolve all findings prior to release of retention.
F. Other HUD Programs
1. Provide general administration and technical support services for all other HUD Programs/Grants as funding is awarded or becomes available, as mutually agreed by City and Consultant. Consultant shall retain the right to reject any work requested by the City that falls outside of Consultant’s expertise or services provided.
G. Exclusively Technical/Administrative Support
1. For the elimination of doubt, the Services provided by Consultant under this Agreement (set forth at Sections A – F above) shall be performed exclusively by Consultant in a technical support and/or administrative capacity. In performing the Services, the City and Consultant agree that City shall not request and Consultant shall not agree to undertake, offer to undertake, or represent that it has the capacity to undertake any task or take any action that would otherwise require a contractor’s license pursuant to Cal. Bus. & Prof. Code Sections 7026 or 7026.1. If requested by the City, Consultant shall have the right to reject and/or refuse to perform any task that Consultant determines, in its sole discretion, would otherwise require a contractor’s license pursuant to Cal. Bus. & Prof. Code Sections 7026 or 7026.1, or that would otherwise require any other credential, license, or accreditation pursuant to local, state, or federal law.
EXHIBIT "B"
COMPENSATION
STAFF PERSON HOURLY
RATES
HOURLY
RATES
Title July 1, 2025 -
June 30, 2026
July 1, 2026 -
June 30, 2027
President/Sr Vice
President $134.00 $137.50
Vice President $128.00 $131.00
Director $123.00 $126.00
Manager $117.50 $120.00
Senior Associate $111.00 $114.00
Associate $100.00 $102.50
Senior Project
Assistant
$82.00 $84.00
Project Assistant $77.00 $79.00
Secretary $54.00 $55.50
Administrative costs billed under this Agreement shall not exceed the maximum allowable limits established by the applicable funding source, including but not limited to the Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), and Permanent Local Housing Allocation (PLHA).
REIMBURSABLE ITEMS
Project Supplies At Cost plus 10% surcharge (when applicable) Prints/Reproductions At Cost plus 10% surcharge (when applicable) Postage and Delivery At Cost plus 10% surcharge (when applicable)