TITLE
RECOMMENDED ACTION
ANALYSIS
POINT ARENA CITY COUNCIL
AGENDA ITEM SUMMARY
Approve Professional Services Agreement with Community Development Services for CDBG Grants, PLHA, and Various Other Grant-Related Activities Authorize Interim City Manager to execute Agreement with Community Development Services.
Since 2016, Community Development Services (CDS) has provided various services to the City, including management of Community Development Block Grants (CDBG), business financial assistance, program implementation, administration and activity delivery services.
Under these contracts, CDS:
Developed business assistance loan program guidelines that satisfy HCD and CDBG regulations.
Developed loan policies for the City.
Conducted City Council and community workshops on grant programs. Interfaced with City staff regarding progress on grant activities. Developed successful grant application and managed the Planning & Technical Assistance (PTA) Grant request from HCD for improvements to the Veterans building to accommodate senior center offices, a community center, and City Hall. Administered the City’s business loan program.
City staff have been extremely satisfied with CDS’ performance and cooperative working relationship. Staff recommends that City Council approve a new Professional Services Agreement to administer the following programs and activities:
Develop administrative guidelines and educational materials, and implement loan program for the PLHA program to fund rehabilitations and ADU development for low to moderate income homeowners;
Continue to pursue funding for the rehabilitation of the Veteran’s Hall to accommodate both City Hall and Coastal Senior activities; Pursue other grant funding opportunities as directed by the Point Arena City Manager and City Council.
The term of the proposed Agreement is from October 1, 2024, to July 30, 2027. Initially, CDS will focus on the PLHA program. They will first develop marketing and educational materials for the PLHA loan program and then provide loan assistance and approval activities for low to moderate income Point Arena homeowners. Secondary activities will be to identify potential funding sources to complete the plans for the Veteran’s Hall remodeling and construction funding for the project. As other City needs are identified, CDS will provide administrative support to staff regarding future potential programs.
AGENDA ITEM: VIII B
MEETING DATE: 09/24/2024
FISCAL IMPACT
ATTACHMENTS
CITY MANAGER SIGNATURE
To be determined, but the majority of costs will be funded through grant revenues.
Professional Services Agreement with Community Development Services _______________________________
Peggy Ducey, Interim City Manager
Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
AGREEMENT
This Agreement is made and entered into this 24th day of September, 2024 by and between the City of Point Arena, a California Municipal Corporation, P.O. Box 67, Point Arena, CA. 95468 ("City"), and Community Development Services, 3895 Main Street, Kelseyville, CA 95451, a California Corporation, ("Consultant").
RECITALS
WHEREAS, City has determined that it requires professional services from a consultant for various grant and other special programs to assist in service delivery on behalf of the City of Point Arena; and
WHEREAS, Consultant represents and warrants that it is fully qualified to perform such professional services by virtue of specialized experience and training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, the legislative body of the City on September 24, 2024 authorized execution of this Agreement on behalf of the City in accordance with Chapter 3.05 of the City Municipal Code and/or other applicable law;
NOW, THEREFORE, City and Consultant, for the consideration hereinafter described, mutually agree as follows:
1. DESCRIPTION OF SERVICES OR SCOPE OF WORK
The services to be performed under this Agreement (“Services”) are described in Exhibit A.
2. TERM
The Agreement term will commence on October 1, 2024 and expire on July 31, 2027 unless the Agreement term is amended or the Agreement is terminated in accordance with its terms.
3. PAYMENT TERMS AND NOT TO EXCEED AMOUNT
City agrees to pay Consultant for Services that are actually performed in accordance with this Agreement. To be eligible for payment, Consultant invoices must be submitted not more often than monthly to the City and list the Services performed and the amounts to be paid according to the cost categories and prices in the Proposal. In no event will the City’s obligation to pay the Consultant under this Agreement exceed $100,000 (the “Not to Exceed Amount”), unless this Agreement is first modified in accordance with its terms. Where the Proposal provides for compensation on a time and materials basis, Consultant must maintain adequate records to permit inspection and audit of Consultant's time and material charges under this Agreement.
Consultant will make such records available to the City during normal business hours upon reasonable notice. In accordance with California Government Code § 8546.7, if the Not to Exceed Amount exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement and the Consultant’s books and records related to this Agreement shall be subject to the examination Professional Services Agreement
and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of four (4) years after final payment under the Agreement.
4. TIME OF COMPLETION
Consultant must commence performance of the Services upon receipt of written direction to proceed from City. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 7 below and to satisfy Consultant’s obligations hereunder. Consultant will complete the Services in accordance with this Agreement by the End of the Agreement Term (the “Time of Completion”).
5. INDEPENDENT CONTRACTOR
Consultant and City agree that the Consultant will perform the Services as an independent contractor and not as an employee or agent of the City. Persons employed or utilized by Consultant in the performance of the Services will not be employees or agents of the City.
Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
6. SUBCONTRACTING
Consultant may subcontract portions of the Services upon the prior written approval of the City.
Consultant will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of the Consultant and the City.
7. STANDARD OF PERFORMANCE
a. Consultant will perform the Services in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and will prepare all work products required by this Agreement in accordance with such standards. Consultant will comply with federal, state and local laws and regulations applicable to performance of the Services, including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, any air pollution control laws and regulations applicable to Consultant, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the services. Consultant’s Failure to comply with any law(s) or regulation(s) applicable to the performance of the services hereunder shall constitute a material breach of this agreement.
b. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
8. OTHER GOVERNMENTAL REGULATIONS
To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
Required contract provisions for Community Development Block Grant (CDBG)-Aided Professional Services Agreement
Consultant Contracts are attached as Exhibit B, and said provisions are incorporated into this Agreement by reference.
9. USE OF RECYCLED PRODUCTS
Consultant shall endeavor to prepare and submit all reports, written studies, and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
10. INDEMNITY
To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees.
The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable.
The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding is extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first.
The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement.
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code § 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code § 2782, as may be amended from time to time.
Notwithstanding the foregoing, to the extent that the Services include design professional services subject to Cal. Civil Code § 2782.8, as amended from time to time, Consultant's duty to indemnify shall only be to the maximum extent permitted by Civil Code § 2782.8.
11. INSURANCE
a. Before commencing performance of the Services, Consultant, at its own cost and expense, must: a) procure "occurrence coverage" insurance of the kinds and in the amounts specified below against claims for injuries to persons or damages to property that may arise Professional Services Agreement
from or in connection with the performance of the Services hereunder by the Consultant or its agents, representatives, employees, or subcontractors; and b) submit to the City certificates of insurance and endorsements evidencing insurance coverage that meets the requirements of this section. Consultant must maintain the insurance policies required by this section throughout the Agreement term. The cost of such insurance must be included in the Consultant's proposal. Consultant may not allow any subcontractor to commence work on the Services until Consultant and/or the subcontractor have obtained all insurance required by this Agreement for the subcontractor(s) and submitted certificates of insurance and endorsements evidencing such coverage to City.
b. Workers Compensation Insurance. Consultant must, at its sole cost and expense, maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. Workers’ Compensation Insurance as required by the State of California, with coverage providing Statutory Limits, and Employer’s Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence must be provided. The insurance must be endorsed to waive all rights of subrogation against City and its officials, officers, employees, and volunteers for loss arising from or related to the Services.
c. Consultant, at its own cost and expense, must maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, TWO MILLION DOLLARS ($2,000,000.00) aggregate, combined single limit coverage for risks associated with Services. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services or the general aggregate limit shall be at least twice the required occurrence limit.
Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.
d. Required commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
e. Except for Workers’ Compensation insurance and Professional Liability insurance, all other insurance coverages required pursuant to this Agreement must include or be endorsed to include the following:
(1) City and its officials, officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant. The coverage may contain no special limitations on the scope of protection afforded to City or its officials, officers, employees, agents, or volunteers.
Professional Services Agreement
(2) Required insurance coverage must be primary insurance with respect to City and its officials, officers, employees and volunteers. No insurance or self-insurance maintained by City may be called upon to contribute to a loss under the coverage. f. Insurance coverage required pursuant to this Agreement must include or be endorsed to include the following:
(1) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. (2) Required insurance coverage may not be suspended, voided, canceled, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. g. Consultant, at its own cost and expense, must maintain for the period covered by this Agreement professional liability insurance in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering errors and omissions. Any deductible or self-insured retention under the required professional liability insurance may not exceed $150,000 per claim. h. All insurance required under this Agreement must be placed with insurers with a Best’s rating of no less than A:VII unless otherwise approved by the City. i. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected.
12. NON-DISCRIMINATION
During the performance of this Agreement, Consultant will not discriminate against any employee of the Consultant or applicant for employment because of race, religion, creed, color, national origin, sex, or age. Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, creed, color, national origin, sex or age.
13. LICENSES & PERMITS
a. BUSINESS LICENSE
Before the City will issue a notice to proceed with the Services, Consultant and any subcontractors must acquire, at their expense, a business license from City in accordance with Chapter 5.05 of the Point Fort Bragg Municipal Code. Such licenses must be kept valid throughout the Agreement term.
b. OTHER LICENSES AND PERMITS
Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.
14. OWNERSHIP OF WORK PRODUCTS AND TREATMENT OF DOCUMENTS Professional Services Agreement
All plans, specifications, reports, designs and other documents prepared by Consultant pursuant to this Agreement shall be and remain the property of the City. Any modification or reuse of such documents by the City without Consultant's prior written consent will be at the City’s sole risk. Except as may be otherwise required by law, Consultant will disclose no data, plans, specifications, reports or other documents pertaining to the Services without the prior written consent of City.
15. TERMINATION AND REMEDIES
a. City may terminate this Agreement for convenience by giving at least 10 days written notice to Consultant specifying the termination effective date. Upon receipt of such notice, Consultant may continue performance of the Services through the date of termination.
City shall pay Consultant for all Services actually performed in accordance with this Agreement through the termination effective date.
b. If Consultant materially breaches any term of this Agreement, in addition to any other remedies the City may have at law or equity, the City may:
(1) Terminate the Agreement by notice to the Consultant specifying the termination effective date;
(2) Retain, and/or recover from the Consultant at no additional cost to the City, the plans, specification, drawings, reports and other design documents and work products prepared by Consultant, whether or not completed;
(3) Complete the unfinished Services itself or have the unfinished Services completed, and/or;
(4) Charge Consultant or deduct from monies that may be due or become due the Consultant under this Agreement, the difference between the cost of completing the unfinished Services pursuant to this Agreement and the amount that would otherwise be due Consultant had Consultant completed the Services in accordance with this Agreement.
16. BINDING EFFECT AND ASSIGNMENT PROHIBITION
This Agreement is binding upon City, Consultant, and their successors. Except as otherwise provided herein, neither City nor Consultant may assign, sublet or transfer its interest in this Agreement or any part thereof without the prior written consent of the other, and any purported assignment without such consent will be void.
17. REPRESENTATIVES
a. City representative for purposes of this Agreement will be the City Manager.
Consultant representative for purposes of this Agreement will be Jeff Lucas. The parties’ designated representatives will be the primary contact persons regarding the performance of the Services. The parties intend that their designated representatives will cooperate in all matters regarding this Agreement and in such manner so as to achieve performance of the Services in a timely and expeditious fashion.
b. Notices:
Professional Services Agreement
Any written notice to Consultant shall be sent to:
Jeff Lucas
Community Development Services
3895 Main Street
Kelseyville, CA 95451
Any written notice to City shall be sent to:
Peggy Ducey, Interim City Manager
City of Point Arena
P.O. Box 67
Point Arena, CA 95468
18. INTEGRATION AND AMENDMENT
This Agreement represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, whether written or oral. If a discrepancy, disagreement, ambiguity, inconsistency or difference in interpretation of terms arises as to terms or provisions of this Agreement and any Exhibit(s) attached to this Agreement, this Agreement shall control and shall be deemed to reflect the intent of the Parties with respect to the subject matter hereof, except for Exhibit 2, the terms of which shall remain.
This Agreement may only be amended by a writing signed by a representative authorized to bind the Consultant and a representative authorized to bind the City.
19. CONFLICT OF INTEREST PROHIBITION
City and Consultant will comply with the requirements of the City’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. Consultant may be required to file with the City Clerk a completed Form 700 before commencing performance of the Services unless the City Clerk determines that completion of a Form 700 is not required, pursuant to City’s Conflict of Interest Code. Form 700 forms are available from the City Clerk.
Consultant may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to Consultant’s obligations pursuant to this Agreement. Consultant agrees to cooperate fully with City and to provide any necessary and appropriate information requested by City or any authorized representative concerning potential conflicts of interest or prohibitions concerning Consultant’s obligations pursuant to this Agreement.
Consultant may not employ any City official, officer or employee in the performance of the Services, nor may any official, officer or employee of City have any financial interest in this Agreement that would violate California Government Code §1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of City. If Consultant was an employee, agent, appointee, or official of City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is Professional Services Agreement
made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for Consultant’s performance of the Services, including reimbursement of expenses, and Consultant will be required to reimburse City for any sums paid to Consultant under this Agreement. Consultant understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by Consultant of the requirements of this provision will constitute a material breach of this Agreement, and the City reserves all its rights and remedies at law and equity concerning any such violations.
20. APPLICABLE LAW AND VENUE
The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and the interpretation of this Agreement. Any action or proceeding that is initiated or undertaken to enforce or interpret any provision, performance, obligation or covenant set forth in this Agreement shall be brought in a state court in Mendocino County.
21. RECOVERY OF ATTORNEYS’ FEES
If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret any term of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.
The court may set such fees in the same action or in a separate action brought for that purpose.
22. SEVERABILITY
If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged will remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
23. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
IN WITNESS HEREOF, the parties have caused their authorized representative to execute this Agreement on the date first written above.
CITY CONSULTANT
By: __________________________________ By: _____________________________ Peggy Ducey Jeff Lucas
Its: Interim City Manager Its: Principal
ATTEST:
Professional Services Agreement
By: ____________________________
City Clerk
APPROVED AS TO FORM:
By: ___________________________
Baron Bettenhausen, City Attorney
Exhibits: Exhibit A –Scope of Work
Exhibit B – Required Contract Provisions for CDBG –Aided Consultant Contracts
Professional Services Agreement
EXHIBIT A
SCOPE OF WORK
Our immediate task will be to complete the grant closing process for the CDBG P/TA Community Center project with HCD. The next task will be to research USDA Community Facilities funding availability and processes in concurrence with city permitting procedures and timelines to fund the improvements and build out defined by the CDBG P/TA architects’ team.
We will also pursue CDBG funding and other sources that will be needed to complete the renovation and modernization of the existing city hall/senior center. This will be a long-term project.
Our next task will be to implement the PLHA housing program on behalf of the city. Although smaller in scope and budget, the city state funded housing program can be a starting point for funding home improvements to increase the availability of housing units in the city.
CDS will participate in phone and zoom meetings and respond to emails as needed to assist staff with the preparation of new grant applications and the ongoing implementation and administration of current grants. CDS will prepare and submit for staff approval and signature all program and financial reports, requests for funds and related documentation and reports. CDS will assist staff with planning for new grants, understanding HCD/CDBG, USDA, PLHA, and other funding source policies and procedures, complete financial and activity reports as needed, communicate with HCD and USDA in support of City project and program implementation goals, and help city staff with preparing all elements of new grant applications as needed. CDS will alert staff when changes in program guidelines or procedures may impact the city’s utilization of funds. CDS will work with staff to plan for funding cycles and Program Income utilization for the long-term implementation of CDBG, PLHA, and USDA funded programs.
Develop, refine, and utilize CDBG PLHA and USDA compliant processes, forms, contracts, checklists, procedures, and agreements as necessary to administer the Programs.
CDS will utilize City and CDBG regulatory and policy requirements when preparing documents needed to procure contractors or consultants for work outside the City’s expertise or capacity who needed to implement CDBG funded programs or projects. CDS will prepare intake documents, loan applications, and client tracking documents as needed for City business assistance programs. CDS will consult with staff as needed to prepare reporting, tracking, procedural documents as needed.
Prepare loan proposals utilizing PLHA underwriting criteria, present them to the loan committee, and close and service loans in accordance with PLHA standards.
CDS will review and assist applicants with the loan application process and, as early in the process as practicable, advise the applicant of the credit worthiness of the application and the potential fit with the loan program. If the loan makes sense, we will package the loan and carry it forward. CDS will work with city permitting staff and housing staff to determine construction and parts costs for the proposed improvements to the housing units to make sure the costs are needed and are responsible.
Professional Services Agreement
CDS will work with staff to arrange the loan committee meetings, present the proposal to the committee, and if approved, complete the approval process, prepare the loan closing documents and title instructions, work with staff on the drawdown of funds, assist, and report on job creation/retention fulfillment, low/mod income placements.
Loan Closing & Documentation
CDS will modify existing loan documents we have prepared to match the city PLHA program use of funds. CDS will provide specific escrow instructions based on the conditions set by the loan committee and HCD staff after the preliminary title search is completed, and the loan has been approved. CDS will communicate with the title company throughout the process. We often utilize Fidelity Title Company as they are experienced with CDS lending practices.
Monitor Loan Performance
If needed, CDS will assist the City with loan modifications as needed and present the modifications to the Loan Committee for review and approval. If approved, the modification is then memorialized, and the loan documents revised to reflect the modification.
CDS will routinely perform required post loan closing tasks including monitoring the on-going viability of the borrowers, including recommendations for action if necessary; monitoring and documentation of job creation/retention as required; and periodic site visits to verify availability and condition of collateral, examine business records and procedures, and offer assistance, obtain annual business financials, tax returns, and make sure all insurance coverage documentation is in place.
1. Collect demographic and other required data to comply with annual and other reporting requirements.
CDS maintains demographic records for all clients served with public funding and provides this data on a quarterly, semiannual, and annual basis depending on the program reporting requirements. This work is done in accordance with the funding source reporting requirements.
2. Coordinate with City of Point Arena staff to ensure timely submittal of all data, reports, and cash requests associated with CDBG grants and Program Income activities.
CDS will participate in phone or zoom meetings as needed by City staff to provide timely response to any inquiry or request by staff for information, completion of reporting tasks, clarifications regarding program eligibility, procedures, any questions regarding CDBG, PLHA and USDA programs or requirements, and funding requests. CDS will respond to City staff emails within 24 hours.
3. Provide consultation and assistance for any state monitoring, including assistance regarding preparation of grant files, and assistance with monitoring responses including defense of any findings as well as attend monitoring sessions as necessary.
CDS maintains files and records for our clients’ CDBG, PLHA, and USDA activities in order that we are all prepared for potential monitoring activities by HCD or the USDA. CDS will provide Professional Services Agreement
consultation and readiness services prior to monitoring. Participate in desk monitoring and onsite monitoring by HCD or USDA staff as needed by staff.
4. Appraise the City of all applicable Federal and State requirements related to CDBG and PLHA funds and facilitate the meeting of such requirements.
CDS routinely reviews HUD CDBG notices and State interpretation of these notices. Typically, the HUD notices are straight forward, however, state interpretations are more challenging to interpret. CDS attempts to engage HCD CDBG staff whenever communications, policies, or procedures are difficult to understand to achieve some level of clarity. CDS also attempts to work with the State regarding the multiple State overlays being incorporated into the grant applications and reporting process. CDS will communicate with staff regularly regarding existing or new HCD and State CDBG and PLHA implementation requirements.
5. For funded OTC projects, assistance with completion of Special Conditions documentation, loan closing documents, documentation of Public Benefit, and assurance of compliance with other HCD OTC and other CDBG funding requirements; and development and implementation of post-funding loan servicing procedures.
It is our goal to work closely with and in support staff throughout the application preparation and approval process. This hands-on familiarity with the grant application purpose and content will aid in our ability to provide technical assistance to staff with anticipating and completing Special Conditions for each standard agreement. Regarding loan closing documentation, CDS has twenty-five years of loan closing and servicing experience utilizing LaserPro and CDBG specific documents which provide the instruments to protect the City as a lender and to meet CDBG program requirements. CDS has developed very practical loan servicing guidelines and protocols for business and housing loan programs which we would modify and use on behalf of City of Point Arena based on City program and legal staff input and program requirements.
6. Completion of annual and as needed CDBG and PLHA loan verifications, analysis, and reporting for funded loans, which will include loan payment processing and Form 1099-Interest preparation tasks.
CDS will provide specific escrow instructions based on the conditions set by the loan committee after the preliminary title search is completed and the loan has been approved.
CDS will communicate with the title company throughout the process. We often utilize Fidelity Title Company as they are experienced with CDS lending practices.
If needed, CDS will assist staff with loan modifications as needed and present the modifications to the CDBG Loan Committee for review and approval. If approved, the modification is then memorialized, and the loan documents revised to reflect the modification.
CDS will routinely perform required post loan closing tasks including monitoring the on-going viability of the borrowers, including recommendations for action if necessary; monitoring and documentation of job creation/retention as required; and periodic site visits to verify availability and condition of collateral, examine business records and procedures, and offer assistance, obtain annual financials, tax returns, and make sure all insurance coverage documentation is in place.
7. Review, monitor, and refine program guidelines.
Professional Services Agreement
CDS will review HCD/PLHA and CDBG program guidelines and modify existing program guidelines as needed. New guidelines or changes to existing guidelines will be reviewed and approved by staff before implementation.
8. Provide other needed support and technical assistance to ensure successful implementation of City of Point Arena CDBG, PLHA and USDA grant funded activities.
CDS will provide technical assistance as needed by staff.
9. Other economic development, housing, community facility, or grant administration activities deemed appropriate and mutually agreed upon between the City of Point Arena and consultant.
CDS will perform such other on-call duties, as may be necessary, but which cannot be specified in advance to reasonably assure the successful implementation of the program and compliance with applicable regulations and policies promulgated by the State Department of Housing and Community Development and the US Department of Agriculture. These activities may include writing and/or processing Over-the-Counter grant applications approved by HCD for economic development and other programs and projects, preparing USDA program and project grant funds, attending workshops to ensure knowledge of the most current guidelines, research, report writing, grant application writing, market surveys, housing need assistance, and other duties as requested.
EXHIBIT B
Required Contract Provisions for CDBG –Aided Consultant Contracts B-1
CITY OF POINT ARENA
P.O. Box 67, Point Arena, CA 95468
REQUIRED CONTRACT PROVISIONS
for CDBG-Aided Consultant Contracts
Table of Contents
Section Page
1. General 2-2
2. Conflict of Interest Provisions 2-3
3. Equal Opportunity 2-3
4. Prevailing Wages 2-5
5. Bonus or Commission, Prohibition Against Payments of 2-5
6. Labor Standards--Federal Labor Standards Provisions 2-6
7. Anti-lobbying, Consultant's/Sub-consultant's Certification 2-6 Concerning
FORMS INCLUDED:
Consultant’s/Sub-Consultant’s Certification Concerning
Anti-Lobbying 2-8
Required Contract Provisions for CDBG –Aided Consultant Contracts B-2
1. General Provisions
1.1. This project is funded wholly or in part by the State of California Community Development Block Grant Program and is subject to both Federal and State regulatory requirements. The consultant and its sub-contractors agree to comply with all State and Federal laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Consultant and any subcontractors. The consultant further agrees to comply with all Federal laws and regulations applicable to the CDBG Program and with other Federal provisions as set forth below.
1.2. These contract provisions shall apply to all work performed on the contract by the consultant’s own organization and with the assistance of workers under the consultant’s immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract.
1.3. Except as otherwise provided for in each section, the consultant shall insert in each subcontract all of the stipulations contained in these Required Contract Provisions for CDBG-Aided Consultant Contracts, and further require their inclusion in any lower tier subcontract or purchase order that may in turn be made. The Required Contract Provisions for CDBG-Aided Consultant Contracts shall not be incorporated by reference in any case. The prime consultant shall be responsible for compliance by any sub-consultant or lower tier sub-consultant with these Required Contract Provisions for CDBG-Aided Consultant Contracts.
1.4. The consultant and its sub-consultants shall perform the project in accordance with Federal, State and local housing and building codes as are applicable.
1.5. The consultant and its sub-consultants shall maintain at least the minimum Staterequired Worker’s Compensation Insurance for those employees who will perform the contract activity(ies) or any part of it.
1.6. The consultant and its sub-consultants shall maintain, if so required by law, unemployment insurance, disability insurance and liability insurance in an amount to be determined by the State which is reasonable to compensate any person, firm, or corporation who may be injured or damaged by the consultant or any sub-consultant in performing the project or any part of it.
1.7. The consultant and its sub-consultants shall retain all books, records, accounts, documentation, and all other materials relevant to the agreement for a period of five (5) years from date of termination of the agreement, or five (5) years from the conclusion or resolution of any and all audits or litigation relevant to the agreement and any amendments, whichever is later.
1.8. The consultant and its sub-consultants shall permit the State, Federal government, the Bureau of State Audits, the Department of Housing and Community Development, the City of Point Arena and/or their representatives, upon reasonable notice, unrestricted access to any or all books, records, accounts, documentation, and all other materials relevant to the agreement for the purpose of monitoring, auditing, or otherwise examining said materials.
Required Contract Provisions for CDBG –Aided Consultant Contracts B-3
2. Conflict of Interest Provisions.
2.1. Conflict of Interest of Members, Officers, or Employees of Consultants, Members of Local Governing Body, or other Public Officials
Pursuant to 24 CFR 570.611, no member, officer, or employee of the Consultant, 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 or have exercised any functions or responsibilities with respect to CDBG activities assisted under this part, or who are in a position to participate in a decisionmaking process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have a financial interest in any contract, subcontract or agreement with respect to a CDBG-assisted activity or its proceeds, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one (1) year thereafter.
2.2. Conflict of 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.
3. Equal Opportunity
3.1. The Civil Rights, Housing and Community Development, and Age Discrimination Acts Assurances:
During the performance of this Agreement, the Consultant 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, handicap, religion, familial status, or religious preference, under any program or activity funded by this contract, as required by Title VI of the Civil Rights Act of 1964, Title I of the Housing and Community Development Act of 1974, as amended, the Age Discrimination Act of 1975, the Fair Housing Amendment Act of 1988, and all implementing regulations.
3.2. The Training, Employment, and Contracting Opportunities for Business and Lower Income Persons Assurance of Compliance
3.2.1. 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.
Recipients, contractors and subcontractors shall direct their efforts to provide, to the greatest extent feasible, training and employment opportunities generated from the expenditure of Section 3 covered assistance to Section 3 residents in other order of priority provided in 24 CFR 135.34(a)(2).
Required Contract Provisions for CDBG –Aided Consultant Contracts B-4
3.2.2. 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 contract. The parties to this contract certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements.
3.2.3. The consultant will include these Section 3 clauses in every contract and subcontract for work in connection with the project and will, at the direction of the State or City, take appropriate action pursuant to the contract upon a finding that any consultant or sub-consultant is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR Part 135 and will not let any contract unless the Consultant or consultant or sub-consultant has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.
3.2.4. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of the Agreement shall be a condition of the Federal financial assistance provided to the project, binding upon the consultant, its successors, and assigns. Failure to fulfill these requirements shall subject the consultant and its sub-consultants, its successors, and assigns to those sanctions specified by the grant or contract through which Federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135.
3.3. Rehabilitation Act of 1973 and the "504 Coordinator":
The Consultant further agrees to implement the Rehabilitation Act of 1973, as amended, and its regulations, 24 CFR Part 8, including, but not limited to, for Consultants with fifteen(15) or more permanent full or part time employees, the local designation of a specific person charged with local enforcement of this Act, as the "504 Coordinator."
4. Prevailing Wages
4.1. Where funds provided through this Agreement are used for construction work, or in support of construction work, the Consultant shall ensure that the requirements of California Labor Code (LC), Chapter 1, commencing with Section 1720, Part 7 (pertaining to the payment of prevailing wages and administered by the California Department of Industrial Relations) are met.
4.2. For the purposes of this requirement “construction work” includes, but is not limited to rehabilitation, alteration, demolition, installation or repair done under contract and paid for, in whole or in part, through this Agreement. All construction work shall be done through the use of a written contract with a properly licensed building contractor incorporating these requirements (the “construction contract”). Where the construction contract will be between the Consultant and a licensed building contractor, the Consultant shall serve as the “awarding body” as that term is defined in the Labor Code.
Where the Consultant will provide funds to a third party that will enter into the construction contract with a licensed building contractor, the third party shall serve as the Required Contract Provisions for CDBG –Aided Consultant Contracts B-5 “awarding body.” Prior to any disbursement of funds, including but not limited to release of any final retention payment, the Department may require a certification from the awarding body
that prevailing wages have been or will be paid.
5. Bonus or Commission, Prohibition Against Payments of The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of:
A. Obtaining the Department's approval of the application for such assistance; or B. The Department's approval of the applications for additional assistance; or C. Any other approval or concurrence of the Department required under this Agreement, Title I of the Housing and Community Development Act of 1974, or the State regulations with respect thereto; provided, however, that reasonable fees for bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs.
Required Contract Provisions for CDBG –Aided Consultant Contracts B-6
6. Labor Standards--Federal Labor Standards Provisions
The Consultant shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of:
6.1 Davis-Bacon Act (40 U.S.C. 3141-3148) requires that workers receive no less than the prevailing wages being paid for similar work in their locality. Prevailing wages are computed by the Department of Labor and are issued in the form of federal wage decisions for each classification of work. The law applies to most construction, alteration, or repair contracts over $2,000.
6.2 “Anti-Kickback Act of 1986” (41 U.S.C. 51-58) prohibits any person from:
(1) providing, attempting to provide, or offering to provide any kickback; (2) soliciting, accepting, or attempting to accept any kickback; or (3) including directly or indirectly, the amount of any kickback prohibited by clause (1) or (2) in the contract price charged by a subcontractor to a prime contractor or a higher tier subcontractor or in the contract price charged by a prime contractor to the United States.
6.3 Contract Work Hours and Safety Standards Act - CWHSSA (40 U.S.C. 3702) requires that workers receive “overtime” compensation at a rate of one to one-half (1-1/2) times their regular hourly wage after they have worked forty (40) hours in one week.
6.4 Title 29, Code of Federal Regulations, Subtitle A, Parts l, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis-Bacon Act, as amended.
7. Anti-Lobbying Certification
The consultant shall require that the language included in the Consultant’s/Sub-consultant’s Certification concerning Anti-Lobbying form be included in all subcontracts entered into in connection with this activity and that consultant and all subconsultants shall certify and disclose per the requirements of that form.
Required Contract Provisions for CDBG –Aided Consultant Contracts B-7
CITY OF POINT ARENA
P.O. Box 67, Point Arena, CCA 95468
CONSULTANT'S/SUB-CONSULTANT'S CERTIFICATION
CONCERNING ANTI-LOBBYING
The Consultant shall require that the language of this certification be included in all contracts or subcontracts entered into in connection with this grant activity(ies) and that all subrecipients 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 this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and no more than $100,000 for such failure. "The undersigned certifies, to the best of his or her knowledge or belief, that:
A. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; B. If any funds other than Federal appropriated funds have been paid or will be paid 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 this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions." (Consultant/Sub-consultant)
By
Signature
Typed Name and Title
Date
Required Contract Provisions for CDBG –Aided Consultant Contracts B-8
DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action: 2. Status of Federal
Action:
3. Report Type:
a contract a bid/offer/application a initial b. grant b. initial award b. material change c. cooperative
agreement
c. post-award
d. loan For Material Change
y:
e. loan guarantee year__ quarter ____
f. loan insurance date of last report ___
4. Name and Address of Reporting
Entity
5. If Reporting Entity in No. 4 is
Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier __ , if known
Congressional District, if known Congressional District, if known
6. Federal Department/Agency: 7. Federal Program Name/Description:
CFDA Number, if applicable _________
8. Federal Action Number, if known: 9. Award Amount, if known:
10 .
a. Name and Address of Lobby
Entity
b. Individuals Performing Services
(including
(If individual, last name, first
name, MI)
address if different from No. 10a)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
Required Contract Provisions for CDBG –Aided Consultant Contracts B-9 11 .
Amount of Payment (check all that
apply)
13 .
Type of Payment (check all that
apply)
$ _________ actual planned a. retainer
b. one-time fee
12 .
Form of Payment (check all that
apply):
c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _____ e deferred
value _________ f. other, specify _______________
14 .
Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11:
(attach Continuation Sheet(s) if necessary)
15 .
Continuation Sheet(s) attached:
Yes
No
16.Information requested through this form
is authorized by Title 31 U.S.C. Section
1352. This disclosure of lobbying
reliance was placed by the tier above
when his transaction was made or
entered into. This disclosure is required
pursuant to 31 U.S.C. 1352. This
information will be reported to Congress
semiannually and will be available for
public inspection. Any person who fails
to file the required disclosure shall be
subject to a civil penalty of not less than
$10,000 and not more than $100,000 for
each such failure.
Signature: ___________________________
Print Name:__________________________
Title: _______________________________
Telephone No.: ___________Date: _______
Required Contract Provisions for CDBG –Aided Consultant Contracts B-10
INSTRUCTIONS FOR COMPLETION OF SF-LLL,
DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of covered Federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity 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 a covered Federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report.
Refer to the implementing guidance published by the Office of Management and Budget for additional information.
1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence, the outcome of a covered Federal action.
2. Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered Federal action.
4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier.
Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.
5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard.
7. Enter the Federal program name or description for the covered Federal action (item 1).
If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
8. Enter the most appropriate Federal identifying number available for the Federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."
9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitments for the prime entity identified in item 4 or 5.
10. (a) Enter the full name, address, city, State and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).
11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is Required Contract Provisions for CDBG –Aided Consultant Contracts B-11 a material change report, enter the cumulative amount of payment made or planned to be made.
12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.
13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.
14. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s) of any services rendered.
Include all preparatory and related activity not just time spent in actual contact with Federal officials. Identify the Federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted.
15. Check whether or not a continuation sheet(s) is attached.
16. The certifying official shall sign and date the form, print his/her name title and telephone number.
Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.
Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.