Loading...
HomeMy Public PortalAboutAgreement_2008-02-15_HNDZ Project Management_Housing Rehabilitation ProgramAGREEMENT FOR PROFESSIONAL SERVICES This Agreement is entered into this day of f 'bYvGtr , 2008 by and between the City of Temple City, a municipal corporation ("CITt OF TEMPLE CITY") and HNDZ Project Management, a sole proprietorship ("HNDZ PROJECT MANAGEMENT"). RECITALS A. CITY OF TEMPLE CITY has determined that it requires the following professional services from the consulting firm..of HNDZ Project Management to. assist with the Housing. Rehabilitation Program as needed by the Community Development Department. ~ B. The consulting firm of HNDZ Project Management based in Alhambra, California, represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. The consulting firm of HNDZ Project Management fiirther represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of mutual covenants and conditions herein contained, the City of Temple City and the consulting firm of HNDZ Project Management agrees as follows: 1. DEFINITIONS A. "Scope of Services": Such professional services as are set forth in Exhibit A attached hereto and incorporated herein by this reference. B. "Approved Fee Schedule": Such compensation rates as are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. C. "Commencement Date": January 22, 2008 D. "Expiration Date": July 31, 2008 2. THE CONSULTING FIRM OF HNDZ PROJECT MANAGEMENT'S SERVICES A. Scope of Services. Subject to the terms and conditions set forth in this Agreement, the Consulting firm of HNDZ Project Management shall perform the services identified in the Scope of Services. The City of Temple City shall have the right to request, in writing, changes in the scope of work or the services to be performed. Any 1 changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement. B. Time for Performance. The consulting firm of HNDZ Project Management shall commence the services on the Commencement Date and shall provide the City of Temple City a revised task schedule on a flat fee basis approved by the Community Development Department of the City of Temple City. C. Standard of Performance. The consulting firm of HNDZ Project Management shall perform all work to the highest professional standards and in a manner reasonably satisfactory to City of Temple City. The Consulting firm of HNDZ Project Management shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. 3. REPRESENTATIVES A. City of Temple Cily Representative. For the purposes of this Agreement, the contract administrator and the City of Temple City's representative shall be the City of Temple City Community Development Director, Joe Lambert, (hereinafter the "City Representative"). It shall be the consulting firm of HNDZ Project Management's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and the consulting firm of HNDZ Project Management shall refer any decisions which must be made by the City Representative. Unless otherwise specified herein, any approval of the City of Temple City required hereunder shall mean the approval of the City Representative. B. The consulting firm of HNDZ Project Management. For the purposes of this Agreement, Nora Corona Hernandez, is hereby designated as the representative of the consulting firm of HNDZ Project Management authorized to act on its behalf with respect to the services specified herein and make all decisions in connection therewith (the "Responsible Principal"). The Responsible Principal may not be changed by the consulting firm of HNDZ Project Management without the prior written approval of the City of Temple City. 4. THE CONSULTING FIRM OF HNDZ PROJECT MANAGEMENT'S PERSONNEL A. The consulting firm of HNDZ Project Management represents that it has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All such services will be performed by the consulting Finn of HNDZ Project Management or under its supervision, and all personnel engaged in the work shall possess the qualifications, pen -nits and licenses required by applicable law to perform such services. B. The consulting firm of HNDZ Project Management shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by the City of Temple City. C. The consulting firm of HNDZ Project Management shall be responsible for payment of all employees' and sub -consultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. D. Permits and Licenses. The consulting firm of HNDZ Project Management shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement. S. FACILITIES AND EQUIPMENT Except as otherwise authorized by the City of Temple City in writing, the consulting firm of HNDZ Project Management shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 6. TERM OF AGREEMENT This Agreement is effective as of the Commencement Date and shall terminate on the Expiration Date, unless sooner terminated as provided in Section 18 herein. 7. COMPENSATION A. The City of Temple City agrees to compensate the consulting firm of HNDZ Project Management for the services provided under this Agreement, and the consulting firm of HNDZ Project Management agrees to accept in full satisfaction for such services, a sum not to exceed $ 1&0 00 payable as earned during the Project in accordance with Exhibit B. ffhe compensation payable hereunder includes all professional services. Payments shall be made in accordance with Section 8 herein. The City of Temple City shall not withhold applicable federal or state payroll or any other required taxes, or other authorized deductions from each payment made to the consulting firm of HNDZ Project Management. No claims for compensation in excess of the not -to - exceed amount for the Project as shown in Exhibit B will be allowed unless such additional compensation is authorized by the City of Temple City in writing. All requests for compensation in excess of the not -to -exceed amount must be submitted to and approved by the City Representative. B. The amount set forth in paragraph A shall not include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement. C. Additional Services. No claims for additional services perfonned by the consulting firm of HNDZ Project Management which are beyond the scope set forth in Exhibit A will be allowed unless such additional work is authorized by the City of Temple City in writing prior to the performance of such services. Additional services, if any are authorized, shall be compensated on a time and materials basis using the consulting firm of HNDZ Project Management's Approved Fee Schedule (Exhibit B). Fees for such additional services shall be paid within thirty (30) days of the date the consulting firm of HNDZ Project Management issues an invoice to the City of Temple City for such services. 8. METHOD OF PAYMENT The consulting firm of HNDZ Project Management shall submit to the City of Temple City an invoice, on a monthly basis, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Such itemizations shall include the days worked, number of hours worked, and authorized reimbursable expenses incurred with appropriate back-up documentation and receipts evidencing the authorized expenses, if any, for each day in the period and shall separately describe any additional services authorized by the City of Temple City. Any invoice claiming compensation for additional services shall include appropriate documentation of the City of Temple City's prior authorization. Within ten (10) business days of receipt of each invoice, the City of Temple City shall notify the consulting firm of HNDZ Project Management in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, the City of Temple City shall pay all undisputed amounts included on the invoice up to the maximum amount set forth in Section 7. 9. OWNERSHIP OF WORK PRODUCT All reports, documents or other written material ("written products") developed by the consulting firm of HNDZ Project Management in the performance of this Agreement shall be and remain the property of the City of Temple City without restriction or limitation upon its use or dissemination by the City of Temple City. The consulting firm of HNDZ Project Management may take and retain such copies of the written products as desired, but no such written products shall be the subject of a copyright application by the consulting firm of HNDZ Project Management. 10. TRAVEL REIMBURSEMENT Travel required by the consulting firm of HNDZ Project Management or any sub - consultant or sub -contractor pursuant to this Agreement shall be a reimbursable expense and shall only be made where necessary to complete the services agreed to be performed under this Agreement. Travel expenses shall be reasonable and shall be incurred in the most cost efficient manner possible. All requests for travel reimbursement shall be accompanied by appropriate back-up documentation and receipts evidencing authorized expenses. 11. INDEPENDENT CONTRACTOR The consulting firm of HNDZ Project Management will act hereunder as an independent contractor. This Agreement shall not and is not intended to constitute the consulting firm of HNDZ Project Management as an agent, servant, or employee of the City of Temple City and shall not and is not intended to create the relationship of 4 partnership, joint venture or association between the City of Temple City and the consulting firm of HNDZ Project Management. 12. CONFIDENTIALITY All data, documents, discussion, or other information developed or received by the consulting firm of HNDZ Project Management or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the consulting firm of HNDZ Project Management without prior written consent by the City of Temple City. The City of Temple City shall grant such consent if disclosure is legally required or necessary to provide the services under this Agreement. All City of Temple City data shall be returned to the City of Temple City upon the termination of this Agreement. The consulting firm of HNDZ Project Management covenant under this Section shall survive the termination of this Agreement. 13. CONFLICTS OF INTEREST The consulting firm of HNDZ Project Management hereby represents for itself, its employees, and sub -contractors that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with the consulting firm of HNDZ Project Management in connection with this project. The consulting firm of HNDZ Project Management hereby represents for itself, its employees, and sub -contractors that no such person shall engage in any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. The consulting firm of HNDZ Project Management agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that the consulting finm of HNDZ Project Management executes in connection with the performance of this Agreement. 14. INDEMNIFICATION A. To the full extent permitted by law, the consulting firm of HNDZ Project Management shall indemnify, hold harmless and defend the City of Temple City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns from and against any and all claims, demands, causes of action, liability, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of the consulting firm of HNDZ Project Management or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or entity involved by, for, with or on behalf of the consulting firm of HNDZ Project Management in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of the City of Temple City's choice. The parties understand and agree that the duty of the consulting firm of HNDZ Project Management to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. B. The consulting firm of HNDZ Project Management obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. The consulting firm of HNDZ Project Management expressly waives its statutory immunity under such statutes or laws as to the City of Temple City, its officers, agents, employees and volunteers. C. The consulting firm of HNDZ Project Management agrees -to obtain executed indemnity agreements with provisions identical to those in this Section from each and every sub -contractor or any other person or entity involved by, for, with or on behalf of the consulting firm of HNDZ Project Management in the performance of this Agreement. In the event the consulting firm of HNDZ Project Management fails to obtain such indemnity obligations for the benefit of the City of Temple City, the consulting firm of HNDZ Project Management agrees to be (ally responsible and indemnify, hold harmless and defend the City Temple City, its officers, agents, employees from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of the consulting firm of HNDZ Project Management or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or, entity involved by, for, with or on behalf of the consulting firm of HNDZ Project Management in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of the City of Temple City's choice. D. The City of Temple City does not, and shall :not, waive any rights that it may possess against the consulting firm of HNDZ Project Management because of the acceptance by the City of Temple City, or the deposit with the City of Temple City, of any insurance policy or certificate required pursuant to this Agreement. This holds harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. The consulting firm of HNDZ Project Management agrees that the consulting firm of HNDZ Project Management's covenant under this Section shall survive the termination of this Agreement. E. The consulting firm of HNDZ Project Management agrees to pay all required taxes on amounts paid to the consulting firm of HNDZ Project Management under this Agreement, and to indemnify and hold the City of Temple City harmless from any and all taxes, assessments, penalties, and interest asserted against the City of Temple City by reason of the independent contractor relationship created by this Agreement. The consulting fiiiii of HNDZ Project Management shall fully comply with the workers' compensation laws regarding the consulting firm of HNDZ Project Management and the consulting firm of HNDZ Project Management's employees. The consulting firm of HNDZ Project Management further agrees to indemnify and hold the City of Temple City harmless from any failure of the consulting firm of HNDZ Project Management to comply with applicable workers' compensation laws. The City of Tempe City shall have the right to offset against the amount of any fees due to the consulting firm of HNDZ Project Management under this Agreement any amount due to the City of Temple City from the consulting firm of HNDZ Project Management as a result of the consulting firm of HNDZ Project Management's failure to promptly pay to the City of Temple City any reimbursement or indemnification arising under this Section. 15. MUTUAL COOPERATION A. The City of Temple City shall provide the consulting firm of HNDZ Project Management with all pertinent data, documents and other requested information as is reasonably available for the proper performance of the consulting firm of HNDZ Project Management's services. B. In the event any claim or action is brought against the City of Temple City relating to the consulting firm of HNDZ Project Management performance in connection with this Agreement, the consulting firm of HNDZ Project Management shall render any reasonable assistance that the City of Temple City may require. 16. RECORDS AND INSPECTIONS The. consulting firm of HNDZ Project Management shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years. The City of Temple City shall have access, without charge, upon reasonable notice, during normal business hours to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. 17. TERMINATION OF AGREEMENT A. The City of Temple City shall have the right to terminate this Agreement for any reason or for no reason on five (5) calendar days' written notice to the consulting firm of HNDZ Project Management. The consulting firm of HNDZ Project Management shall have the right to terminate this Agreement for any reason or no reason on sixty (60) calendar days' written notice to the City of Temple City. The consulting firm of HNDZ Project Management agrees to cease all work under this Agreement on or before the effective date of such notice. To the extent that the consulting finn of HNDZ Project Management has been compensated, therefore all completed and uncompleted products up to the date of receipt of written notice of termination shall become the property of the City of Temple City. B. In the event of termination or cancellation of this Agreement by the City of Temple City, due to no fault or failure of performance by the consulting firm of HNDZ Project Management, the consulting firm of HNDZ Project Management shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall the consulting firm of IINDZ Project Management be entitled to receive I /I more than the amount that would be paid to the consulting firm of HNDZ Project Management for the full performance of the services required by this Agreement. 18. FORCE MAJEURE The consulting firm of HNDZ Project Management shall not be liable for any failure to perform if the consulting firm of HNDZ Project Management presents acceptable evidence, in the City of Temple City's sole judgment, that such failure was due to causes beyond the control, and without the fault or negligence of the consulting firm of HNDZ Project Management. 19. NOTICES Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (a) the day of delivery if delivered Uy hand or overnight courier service during the consulting firm of HNDZ Project Management's and the City of Temple City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing. If to the City of Temple City: Attn: Joe Lambert Community Development Director City of Temple City 9701 Las Tunas Dr Temple City, CA 91780 Telephone: (626) 285-2171 Facsimile: (626) 285-8192 With a courtesy copy to: Charles martin, City of Temple City Attorney City of Temple City 9701 Las Tunas Dr Temple City, CA 91780 Telephone: (626) 285-2171 Facsimile: (626) 285-8192 If to the consulting firm of HNDZ Project Management: Attn: Nora Corona Hernandez Principal HNDZ Project Management 1159 West Ramona Road Alhambra, CA 91803 Telephone: (213) 479-5765 Facsimile: (626) 270-4039 20. NON-DISCRIMINATORY AND EQUAL EMPLOYMENT OPPORTUNITY In the perfonnance of this Agreement, the consulting firm of HNDZ Project Management shall not discriminate against any employee, sub -contractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation or other basis prohibited by law. The consulting firm of HNDZ Project Management will take affirmative action to ensure that sub -contractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 21. PROHIBITION AGAINST ASSIGNMENT The consulting firm of HNDZ Project Management shall not delegate, transfer, sub -contract or assign its duties or rights hereunder, either in whole or in part, without the City of Temple City's prior written consent, and any attempt to do so shall be void and of no effect. The City of Temple City shall not be obligated or liable under this Agreement to any party other than the consulting firm of HNDZ Project Management. 22. ATTORNEY'S FEES In the event that the City of Temple City or the consulting firm of HNDZ Project Management commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney's fees. 23. ENTIRE AGREEMENT All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and provisions of any document incorporated by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between the City of Temple City and the consulting firm of HNDZ Project Management with respect to the subject matter herein. No other prior oral or written agreements are binding on the parties. Any modification of this Agreement will be effective only if it is in writing and executed by the City of Temple City and the consulting firm of HNDZ Project Management. 24. GOVERNING LAW: JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of litigation between the parties, venue in State trial courts shall lie exclusively in Los Angeles County. In the event of litigation in a United States District Court, exclusive venue shall lie in the Central District of California. 25. SEVERABILITY Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 9 26. CAPTIONS The captions used in this Agreement are solely for reference and the convenience of the parties. The captions are not a part of the Agreement, in no way bind, limit, or describe the scope or intent of any provision, and shall have no effect upon the construction or interpretation of any provision herein. 27. EXECUTION This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. 10 1 TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF TEMPLE CITY: HNDZ PRO TMA AGEMENT: I �Li Charles Martin By: lax oro Ya Hern\andez City Manager Principal, HNDZ Project Management ATTEST: City of TemlUe City Clerk APPROVED AS TO FORM: Charles Martin City of Temple City Attorney 11 EXHIBIT "A" SCOPE OF SERVICES HNDZ Project Management • To promote the Temple City's Housing Rehabilitation Program in an as needed basis. • To prepare and revise new and existing applications, forms and outreach for Temple City's Housing Rehabilitation Program • To evaluate and update as necessary existing procedures for Temple City's Housing Rehabilitation Program • To accept and underwrite loan documentation for Temple City's Housing Rehabilitation Program • To prepare and record approved loan documentation for Temple City's Housing Rehabilitation Program • To prepare construction work write ups for Temple City's Housing Rehabilitation Program • To review estimates and designate adequate licensed contractors for Temple City's, Housing Rehabilitation projects • To oversee, inspect and document construction commencement, progress and completion of Temple City's Housing Rehabilitation projects • To coordinate with Funding sources (CDC) for proper allocations and quarterly reporting of Temple City's Housing Rehabilitation Program EXHIBIT "B" FEESCHEDULE HNDZ Project Management • $2,500 monthly o Up to 20 hrs per week o Rate: $31 per hour o 6 weekly hours guaranteed on site (office) o 6 weekly hours as needed (field observations)