HomeMy Public PortalAboutAgreement_2009-06-16_HNDZ Project Management_Housing Rehabilitation ProgramAGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is entered into this 16th day of June , 2009 by and between
the City of Temple City, a municipal corporation ("CITY 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 further 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": June 16, 2009
D. "Expiration Date": June 31, 2010
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 FINDZ 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
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 City 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 Manager, 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 firm of
HNDZ Project Management or under its supervision, and all personnel engaged in the
work shall possess the qualifications, permits and licenses required by applicable law to
perform such services.
B. The consulting firm of HNDZ Project Management shall be solely
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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.
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.
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.
5. 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.
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 $ 31.00 per hour payable as earned
during the Project in accordance with Exhibit B. The 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 performed 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 I4NDZ 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.
IL INDEPENDENT CONTRACTOR
n
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
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 14NDZ Project Management or provided for performance of this
Agreement are deemed confidential and shall not be disclosed by the consulting firm of
14NDZ 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 firm 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 14NDZ 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
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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
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indemnity obligations for the benefit of the City of Temple City, the consulting firm of
HNDZ Project Management agrees to be fully 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 firm of HNDZ Project Management shall fully comply with the workers'
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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 firm 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
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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 HNDZ Project Management be entitled to receive 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. ATTORNEYS FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to
any other relief to which it may be entitled.
20. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed
received on: (a) the day of delivery if delivered by 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 Manager
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
With a courtesy copy to:
Eric S. Vail, City of Temple Interim City Attorney
City of Temple City
9701 Las Tunas Dr
Temple City, CA 91780
Telephone: (626) 285-2171
Facsimile: (626) 285-8192
21. NON-DISCRIMINATORY AND EQUAL EMPLOYMENT
OPPORTUNITY
In the performance 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.
22. 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.
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
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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.
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 anyprovision-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.
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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:
Cathy B to4hs By:
Interim UT y Manager
ATTEST:
City of Ten le City Clerk
APPROVED AS TO ORM:
Eric S. Vail
City of Temple Interim City Attorney
Principal, HNDZ Project Management