HomeMy Public PortalAbout08) 7E Second Amendment to Consultant Services Agreement with Willdan EngineeringDATE :
TO :
FROM :
AGENDA
ITEM 7.E .
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
Ju ne 4 , 2 0 19
The Ho norable City Co un ci l
Bryan Cook , C ity Manager
Via : M ichael D . Forbes , Community Deve lopment Director
Scott Reimers , Pl a nn i ng Manager
By : Adam Gu lick, Associate Planner
SUBJECT : SECOND AMENDMENT TO THE CONSULTANT SERVICES
AGREEMENT WITH WILLDAN ENGINEERING TO PROVIDE
CONSULTANT SERVICES FOR THE CITY'S HOME IMPROVEMENT
PROGRAM
RECOMMENDATION:
The City Council is req uested to :
1. Review and approve the Second Amendment to the consu ltant services
agreement (Attachment "A ") with W illdan Engineeri ng (Willdan ) to prov ide housing
consultant services for Fiscal Year (FY) 2019-20 and increase the total
comp e nsatio n by $50 ,000 for a tot a l of $11 0 ,000 ; an d
2 . Authorize the C ity Manager to execute the Seco nd Amendment with W i lldan for
FY 2019-20 .
BACKGROUND:
1. On February 24 , 2017 , the City issued a Request for Proposals (RFP ) seeking a
qua l ified co nsultin g fi rm to ad m i n iste r the City's hom e imp rovement programs . The
RFP that was issued for FY 2017-18 i ncluded the option to renew the contract up
to an add it ional four yea rs , approved in one-year increments .
2 . On May 16 , 2 0 17 , the City Council approved a consultant services agreement
(Atta chment "B") with Wi ll dan to provide hous ing consultant serv ices for FY 2017-
18 , which was not to exceed $60 ,000 or 20 perce nt of th e City 's ho me
improvement program 's expe ndit u res .
City Coun ci l
June 4 , 201 9
Page 2 of 2
3 . On June 5, 2018 , the City Council authorized the City Manager to execute the First
Amendment with Willdan for FY 2018 -19. The First Amendment extended the
agreement for one fiscal year.
ANALYSIS:
It is staffs assessment that Willdan Engineering has met expectations for the delivery
of their housing consultant services . Willdan staff have rev iewed interest forms
submitted by members of the public , coordinated home improvement projects , and
have assisted with meeting CDBG program goals for the past two years . Willdan staff
have provided monthly status updates keeping C ity staff i nformed of people on the
waiting list, pending projects , projects under c onstruction , and projects completed.
Willdan staff have also been quick to respond to members of the c ommunity who have
questions about the home improvement program or want to know how many people are
ahead of them on the waiting list.
City Coun ci l is requested to approve the Se c ond Amendment w ith Willdan Eng ineeri ng
for a term of one additional year and increase the total compensation by $50 ,000 for a
total of $110 ,000 . Per the CDBG regulations , Willdan's compensation will be limited to
20 percent of the City's home improvement program 's e xpend itures . Th is Amendment
will ensure no interruptions in ass isting low-income households w ith needed repa i rs and
improvements to their home that they would not be able to do on their own .
CITY STRATEGIC GOALS :
Approval of the Second Amendment to the Agreement for CDBG and Housing
Consultant Services with Willdan furthers the City's Strateg ic Goals of Publ ic Health
and Safety , Qual ity of Life , and Economic Development.
FISCAL IMPACT:
This action will not impact the FY 2019-20 C ity Budget. The additional $50 ,000 (new
total comp e nsation is $11 0,000) is i ncluded in the City's home improvement program
allocation , which allows up to 20 percent of the program 's expenditures.
ATTACHMENTS:
A. Second Amendment to th e Consultant Se rvi ce s Agreement with Willdan
B. Consultant Services Agreement with W illdan
SECOND AMENDMENT TO
AGREEMENT FOR SERVICES
by and b etween th e
CITY OF TEMPLE CITY
a municipal corporation
and
WILLDAN ENGINEERING
a California corporation
Dated Jul y 1, 2019
~--------------------
ATTACHMENT A
SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This Second Amendment to Agreement for Services ("Second Amendment"), which is
dated for reference as indicated on the cover page, i s hereby entered into by and between the
CITY OF TEMPLE CITY, a California charter city ("City"), and Willdan Engineering, a
California corporation ("Service Provider"), as follows:
RECITALS
A. City and Serv ice Provider entered in an Agreement for Ser vices on Jul y 1, 2017
("Agreement"). The Agreement provides that Service Provider wi ll provide housing
consultant services for the City 's home improvement program as described in Exhibit
"A ".
B. The First Amendment amended Section l "Term of Agreement" to extend the term for
one year thro ugh June 30, 2019, w ith the City's option to extend the Agreement for up to
three additional years, in one-yea r in crements.
C. This Second Amendment amends Section 1 "Term of Agreement" to extend the term for
one year throu gh June 30, 2020, w ith the City's option to extend the Agreement for up to
two additional years, in one-year incre ments.
D . This Second A m endment amend s Section 4 "Compensation" to increase the tota l
compensation to 20 percent of the home improvement program expend itures and shall not
exceed One Hundred and Ten Thousand dollars ($110 ,000).
OP E RATIVE PROVIS IONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Second Amendment which modifies and amend s the Agreement
as foll ows:
1. AMENDMENT. T he Agreement is hereby modified and amended as follows:
l.l TERM OF AGREEMENT. Section 1 of the Agreement is hereby
am ended as follows:
The term of this Agreement shall be through June 30, 2020, subject
to early termination as provided in Section 20 "Termination of
Agreement" of this Agreement. The term may be extended by mutual
agreement of the parties memorialized in a written amendment to this
Agreement.
1.2 COMPEN ATION AND METHOD OF PAYMENT. Section 4 ,
subparagraph (a) of the Agreement is hereby amended as follows:
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Subject to an y limitations set fo rth in this Agreem ent, City agrees
to pay Service Provider the amounts specified in Exhibit "B"
"Compensation" and made a part of this Agreement by this reference. The
total compensation, including reim bursement for actua l expenses, is
li m ited to 20 percent of the home improvement program expenditures and
s h all not exceed ONE HUNDRED AND TEN THOUSAND dollars
($ 1 10 ,000 ), un less a d dit ional co mpen sat io n i s approved in writing in
accordance with Section 27 "Adm in jstration and Implementation" or
Section 29 "Amendmen t" of this Agreement.
2. GENERAL PROVISIO NS.
2.1 R emaind e r U nc ha n ged . Except as specifically mod ified and amended in
this Second Amendment, the Agreement remajn s in full force and effect and binding upon the
parties.
2.2 Integra ti o n . This Second Amendment consists of pages l through _
inclusive, which constitute the entire understanding and agreement of the parties and su persedes
a ll negotiations or previous agreements between the parties with respect to a ll or any part of th e
transaction discussed in this Second Amendment.
2.3 Effe ctive D at e . T hi s Second Amendm en t s ha ll n ot become effect ive unti l
the date it has bee n fo rmally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 A pplica bl e Law . The laws of the State of California shall govern the
interpretation and enforcement of this Second Amendment.
2.5 R ef ere nces . All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in tills Second Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the con t rary in this Second
Amendment.
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IN WITNESS WHEREOF, the parties h ereto hav e executed thi s Second Amendment t o
the Agreement o n the date and year fi rst written a bove.
ATTEST:
Peggy Kuo , C ity C lerk
APPROVED AS TO FORM
Greg Murphy, C ity Attorney
CITY:
THE C ITY OF TEMPLE CITY
B y: __ ~~---------
Bryan Cook, C ity Manager
SERVICE PROVIDER:
By: _____________ _
Name: -------------
Title: --------------
B y:. _____________ _
Name : __________ ___
Title: ___________ _
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NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or o ther officer completing this certificate verifies only the identity of the individual wh o signed
th e docum ent to which this certifi cate is attached, and not th e truthfulness, accur ac , or va lidi of that document.
ALL-P URPOSE ACKNOWLEDGMENT NOTARY FOR CALI FORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANG ELES
)
)
On ----------------------------------------~~2~0 ________________________________________________________________________________________ ___
before me , __ ~----------------------------------------~~~~~~~~~~~· Date Name And T oUe Of Office< (e g • Jane Doe, NOCaJY Public")
persona ll y appeared ~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Name of Signer(s)
who p roved to me o n the basis of satisfactory evidence to
be the person(s) whose name(s ) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person (s)
acted , executed the instrument.
I ce rtify unde r PE NA LTY OF PER J URY under the laws of
the Stat e of Ca lifornia that the foregoing paragraph is true
and correct.
W IT NESS my hand and official seal.
Sign ature of Nota ry Public
OPTIONAL
Th ou gh th is section is optional, completing this info rmation can deter alternation of the document or fraudulent
reatta ch ment of this form to an unintended document.
CAPACIT(I ES) CLAIMED BY SIGNER (S)
Sign er's Na me :
0 Individual
0 Corporate Officer
T itle(s)
0 Partner(s)
0 Attorney-In-Fact
0 T r ustee(s)
0 Guardian/Conservator
0 Other:
Signer is represe nting :
Na me Of Person(s ) Or Entity(ies)
0 Lim ited
0 Genera l
DESCRIPTION OF A TTACH ED DOCUM ENT
T itle or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Ab ove
A notary public or other officer completing thi s certificate verifies on ly the identity of the individual who signed
the document to which this certificate is anached, and not the truthfulness, accurac , or va lidi of that docu ment.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ________________ ~2~0 ___________________________________________ __
before me , __ ~~--------------------------------------~~~~~~~~~~~· Date Name And T otle Of Officer (a g ·Jane Doe, Nolary Publoc")
personally appeared -----------------:-:----:-=:----:-:-----------
Na me of Signer(s)
who proved to me on the bas is of satisfactory evidence to
be the person (s) whose name (s) is/are subscribed to the
within instrument and acknowle dged to me that he/she/they
executed the same in his/her/the ir authorized capacity(ies),
and that by his/her/their signature (s) on the in st ru ment the
person (s), or the entity upon behalf of which the person (s )
acted , executed the instrument.
I certify under PENALTY OF PERJURY under t he laws of
the State of Californ ia that the foregoing paragraph is true
and correct.
WITNESS my hand and officia l seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing th is information can deter alternation of the document or fraudulent
reattachment of th is form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individual
0 Corpo rat e Officer
Title(s)
0 Partner(s)
0 Attorney-In-Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing :
Name Of Person(s) Or Entity(ies)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Documen t
Signer(s) Other Than Na med Above
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Willdan Engineering ,
a Ca li forn ia co rporation
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ATTACHMENT B
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY , CALIFORNIA
AND
Willdan Engineerin g
This Agreement for Services ("Agreement") is ent ered into as of this 1.k?_ day of
tv\lA.~ , 20_!] by and between th e City of Temple C ity , a municipal corporation
("Ciy") and Wi lldan Engineeri ng , a Californ ia Corporation ("Service Provider").
City and Service Provide r are some tim es herei nafter individually referred to as "Party"
and hereinafter col lect ively referred t o as th e "Parti es ."
RECITALS
A. City has sought, by a Request for Proposals (RFP), the performance of
the serv ices defined and described parti cu larly in Section 2 of th is Agreement.
B . Service Prov ider, following submiss ion of a proposal for the performance
of the serv ices defined and described particularly in Section 2 of this Agreem ent, was
se lected by the City t o p erform those services .
C . Pursuant to the C ity of Temple City's Municipal Code , City has authority to
enter into th is Services Agreement and the City Manager has autho rity to execute th is
Agreement.
D. The Parties desire to f ormalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agree ment and desire that the terms of that performance be as particularly defined and
described herei n .
OPERATIVE PROVISIONS
NOW, THEREFORE , in co nsideration of the mutual promises and covenants
mad e by the Parties and contai ned here and o th e r consideration , the va lue and
adequacy of which are hereby ack nowledg ed , the Pa rti es agree as fo ll ows:
SECTION 1 . TERM OF AGREEMENT.
S ubject to the provis io ns of S ect ion 20 "Term ination of Agreement" of this
Agreement, the Term of this Agreement is from July 1, 2017 through June 30 , 2018. As
a result of positive perform ances and available fu nd s , the City may extend this
Agreement for u p to four (4) additiona l years , i n one-year in crements .
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SECTION 2 . SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE .
(a) Scope of Services . Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter , the "Services ") and made a part of
this Agreement by this reference .
(b) Schedule of Performa nce. The Services shall be completed pursuant to
the schedule s pe cified i n Exhibit "A ." S hou ld the Services not be comp leted pursuant to
that schedule , the Service Prov ide r shall be deemed to be in Default of t his Agreement.
The City , in its sole discretion , may choose not to enforce the Default provis ions of this
Agreement and may instead allow Service Provider to continue performing the
Services .
SECTION 3. ADDITIONAL SERVICES .
Service Provider sha ll not be compensated for any work rendered in connection
with its performance of this Agree ment that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized , su c h additional work shall
be deemed to be part of the Services .
SECTION 4 . COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "8 " "Compensation " and made a part
of th is Ag reement by th is reference. Th e total compensation , including reimbursement
for actual expenses, is limited to 20 percent of the home imp rovement program
expenditures and shal l not exceed Sixty Thousand dollars
($ 60 ,000 .00 ), u nless additional compensation is app roved in writing in
accordance with Section 27 "Ad mini stration and Implementation " or Section 29
"Amendment" of this Agreem ent.
(b) Each month Service P rovider shall furnish to C ity an origin al i nvo ice for all
work performed and expenses incu rred during the preceding month . T he invoice shall
detail charges by the f ollowing ca tegories : labor (by sub-category), t ravel , materials ,
equipment, suppli es , and subcontractor contracts . Subcontractor charges shall be
detailed by the following categories : labor, trave l, materials , equipment and supp li es . If
the compensation set forth in subsection (a) and Exhibit "8 " include payment of labor on
an hourly basis (as opposed to labo r and materials being pa id as a lump sum ), the
labor category in each invoice sha ll includ e detailed descriptions of task performed and
the amount of time incurred for or allocated to that task . City shall independently review
each invoice subm itted by the Service Provider to determine whether the work
performed and expenses incurred are in complia nce with the provis ions of this
Agreement. In the event that no charges or expenses are disputed , the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City
to Service Provider for correction and resubm ission .
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider wh ich are d isputed by City , City will use its best efforts to cause
Service Provider to be paid within forty -five (45) days of receipt of Service Prov ider's
correct and undisputed invoice .
(d ) Pa ym ent t o Service Provider for work performed pursuant to th is
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE .
City may inspect and accept or reject any of Service Prov ider's work under this
Agreement , either during performance or when completed . City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City . City shall
reject work by a timely written expla nation , otherwise Se rvice Provider's work shall be
deemed to have been accepted . City's acceptance shall be conclusive as to such work
except with respect t o latent defects, fra ud and such gross mistakes as amount to
fraud . Acceptance of any of Service Provider 's work by City shall not constitute a
waiver of any of the provisions of this Agreement incl ud ing , but not limited to , Section
16 "Indemnification " and Section 17 "Insurance ."
SECTION 6 . OWNERSHIP OF DOCUMENTS .
All origina l maps , models , designs , drawings , photographs , stud ies , surveys,
reports , data , notes, computer files , fil es and other documents prepared , deve loped or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole prop erty of City and may be used , reused or
otherwise disposed of by City without the permission of the Service Prov ider. Upon
completion , expiration or termination of this Agreement , Serv ice Provider shall turn over
to City all such original maps , models , designs, drawings , photographs , studies ,
surveys , reports, data, notes , compu t er files , files and other documents .
If and to the extent that Ci ty utilizes for any purpose not related to this
Agreement any maps , models , designs , drawings , photographs , studies , surveys ,
reports, data , notes, computer files, fi les or other documents prepared, developed or
d iscovered by Service Provid er in the co urse of providing the Services pursuant to this
Agreement , Service Provid er's gua rant ees and warranties in Section 9 "Standard of
Performance " of this Agreement sha ll not extend to such use of the maps , models ,
designs , drawings , photographs , stu die s , surveys , reports , data , notes , computer files ,
files or other docu ments .
S ECTION 7. SERVI CE PROVIDER 'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Pr ovider's performance of the Services . Service
Provider shall ma intain any and all ledgers , books of account , invoices , vouchers ,
canceled checks, or other documents or records evidencing or relat ing to work ,
services, expenditures and disbursements charged to City pursuant to this Agreement.
" -..) -
Any and all such documents or records shall be maintained in accordan ce with
generally accepted accounting princip les and shall be sufficiently comp lete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures .
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection , audit and copying , at any time during
regular business hours , upon request by City or its designated representative . Copies
of such documents or records shall be prov ided directly to the City for inspection , audit
and copying when it is practical to do so ; otherwise , unle ss an alternative is mutually
agreed upon , such documents and records shall be made available at Service
Prov ider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolut ion or term ination of Service Provider's business , City may , by written request,
require that custody of such documents or records be given to the City . Access to such
documents and records shall be granted to City , as well as to its successors-i n-interest
and authorized representatives .
SECTION 8 . INDEPENDENT CONTRACTOR .
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obl igat ion , debt or liability of any
kind on behalf of or aga inst City, whether by contract or otherwise, unless such
authority is express ly conferred under this Agreement or is otherwise expressly
conferred in writing by City .
(b) The personne l performing the Services under this Agreement on behalf of
Serv ice Prov ider shall at all times be under Service Prov ider's exclusive d irection and
control. Neither City, nor any elected or appo in ted boards , officers , officials . employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers , emp loyees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Prov ider's officers, employees, or agents are in any manner officials,
officers , employees or agents of City.
(c) Neither Service Provider, nor any of Service Provide r's officers ,
employees or agents , shall obtain any righ ts to retirement, health care or any other
benefits which may otherwise accrue to City 's employees . Service Prov ider expressly
waives any claim Servi ce Prov ider may have to any such rights .
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SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications ,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough , competent and professional manner. Service Provider shall
at all t imes faithfully, competently and to the best of its ability , experience and ta lent,
perform all Services. In meeting its obligations under th is Agreement, Service Provider
sha l l employ, at a min i mum , genera ll y accepted standards and pract ices utilized by
persons engaged in providing serv ices similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth th is section , additional specific standards of performance and performance criteria
may be set forth i n Exhibit "A" "Scope of Work" that shall a ls o be applicab le to Service
Provider 's work under this Agreement. Where there is a conflict between a general and
a spec if ic standard of performance or performance criteria , the specific standard or
criteria shall prevai l over the general.
SECTION 10 . COMPLIANCE WITH APPLICABLE LAWS ; PERMITS AND
LICENSES .
Service Provider shall keep itself informed of and comply with a ll appl icable
federal , state and local laws , statutes, codes , ordinances , regulations and ru les in effect
during the term of this Agreement. Service Provider shall obtain any and all l icens es ,
permits and autho rizations necessary to perform the Services set forth in th is
Agreement. Neither City , nor any elected or appointed boards , officers , officials ,
employees or agents of City , shall be liable , at law or in equ ity , as a result of any failure
of Serv ice Provider to comply with this section .
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that Cali fo rnia prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the Cal ifornia
Labor Code or regulat ions promulgated thereunder : Construction, alteration , demol it ion ,
installation , or repair work performed on public buildings , facilities , streets or sewers
done under cont ract and paid for in whole or in part out of publ ic funds. In this context,
"construction" includ es work perfo rmed during the design and preconstruction phases
of construction including , but not limited to , ins pection and land surveying work.
SECTION 12. NONDISCRIMINATION .
Executive Order 11246 requires that during the performance of th is Agreement ,
the Service Provider agrees not to discriminate against any employee or applicant for
employment because of race , religion , sex , color, or national origin . The Service
Provider will take affirmative action to ensure that applicants are employed , and that
employees are treated during employment, without regard to the i r race , rel igion , sex ,
co lor , or nationa l origin . Such action shall include , but not l imited to , the following :
employment upgra ding , demotion or transfer: recruitment or recruitment advertising:
layoff or termination : rates of pay or other forms of compensation : and selection for
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training , including apprenticesh ip. The Serv ice Provider agrees to post in consp icuous
places , ava ilable to employees and applicants fo r employ ment , notices t o be pro vided
by the Service Provider setting forth the provis ions of this nond iscrimination clause .
SECTION 13 . UNAUTHORIZED ALIENS .
Serv ice Prov ider hereby promises and ag rees to comp ly w ith al l of t he pro visions
of the Fede ra l Imm igration and Nati onality Act , 8 U.S .C .A. §§ 1101 , et seq ., as
a mended , and in connection therewith , shall not employ unauthorized aliens as defined
therein . Should Service Prov ider so employ such unauthorized a li e ns for t he
performan ce of the Services , and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens , Service Provider hereby agrees to and
shall reimburse City fo r the cost of all such liabilities or sanctions imposed , together w ith
any and all costs , includ i ng attorneys' fees , in c urred by City .
SECTION 14. CON FLIC T S OF INTER E ST .
(a) Service Provider covenants that neither it, nor any offi cer or principal of its
firm , has or shall acqu i re any interest, directly or i nd irect ly , wh ich would confli ct in any
manner with the interests of C ity or which would in any way hi nder Servic e Prov ider's
performance of t he Serv ices . Service Provider further covenants that i n the
performance of this Ag reement , no perso n having any such interest shall be employed
by it as an officer, employee , agent or subcontractor without the express written
consent of the City Manager. Service Provider agrees to at all times avoid conflicts of
interest or the appearance of any confl icts of interest with the interests of City in t he
performance of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement , independently involved in the performance of non-
related serv ices for other governmental agencies and private part ies . Serv ice Prov ider
is unaware of any sta t ed pos ition of City relat ive to such proj ects . Any future pos it ion of
City on such projects shall not be considered a conflict of interest for purposes of this
section .
(c) City understands and acknowledges that Service Provider w ill , perform
non-re lated serv ices f or other gove rnm ental agencies and private Parties following the
completion of the Services under this Agreement. Any su ch future service shall not be
conside red a conflict of interest for purposes of th is section .
SECTION 15 . CONFIDENTIAL INFORMATION ; RELEASE OF INFOR MATI ON .
(a) All in formation gained or work product produced by Service Prov ider in
performance of this Agreement shall be considered confidentia l, un less such
information is in the publ ic domain or already known to Service Provider. Serv ice
Provider shall not re lease or disclose any such information or work product to persons
or entities other than City without prior w ritten authorization from the City Manager,
except as may be required by law .
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(b ) Service Provider, its officers , employees, agents or subcontractors , shall
not, without prior written authorization from the C ity Manager or unless requested by the
Ci ty Attorney of City , voluntar ily provide declarations , letters of support , test imony at
depositions , respo nse to interroga to ri es or other information concerning the work
performed under this Agreement. Response to a subpoena or court order sha ll not be
cons idered "voluntary" provided Service Provider gives C ity not ice of such court order
or subpoena .
(c ) If Service Provider, or any officer, emp loyee , agent o r subcontractor of
Serv ice Prov ider, pro vides any information or work product in violation of this
Agreement , then City sha ll have the right to re i mbursement and i ndemnity from Service
Prov ider for any damages , costs and fees , includ ing attorneys fees , caused by or
incurred as a result of Service Provider's conduct.
(d) Service Pro vider shall promp tly notify City should Service Provider , its
officers , emp loyees, agents or subcontractors be served w ith any summons , complaint ,
subpoena , notice of deposition , request for documents, interrogatories, request for
admiss ions or other discovery request , court order or subpoena from any party
regard i ng this Agreement and the work performed thereunder. C ity retains the rig ht , but
has no obl igation , to represent Service Provider or be present at any deposition ,
hearing or similar pro ceeding . Service Pro vider agrees to cooperate fully w ith City and
t o provide City w ith the opportunity t o review any response to discovery requests
provided by Service Provider. However , this right to review any such response does not
imply or mean the right by City to control , direct , or rewrite said response .
SECTION 16 . INDEMNIFICATION .
(a) Inde mn ification for Profes sional Liability . Where the law establ ishes a
professional stand ard of care for Service Provider's services , to the fullest extent
pe rm itted by law, Service Provider shall indemn ify , protect , defend and ho ld harmless
City and any and all of its officials, employees and agents ("Indemnified Parties ") from
and aga inst any and all liabi lity (including liabi li ty for cla ims , su its , actions , arb it rat ion
proceed ings , administrative proceedings , regulatory proceed in gs, losses , expenses or
costs of any k ind , whether actual , alleged or threatened , includ i ng attorneys fees and
costs , court cos t s, interest, defense costs , and expe rt witness fees ) arise out of, are a
consequence of, or are in any way attrib utable to , in wh o le or in part, any neg ligent or
wrongful act, erro r o r om iss ion of Service Provider, or by any i ndividua l or entity for
which Serv ice Provider is legally liable , includ ing but not limi ted to officers , agents ,
employees or sub-contractors of Service Prov ider, in the performance of profess ional
services under this Agreement .
(b) Indemnification for Other than Professiona l Liability . Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall inde mn ify , protect, defend and ho ld ha rmless City , and any and a ll of its
employees , officials and agents fro m and against any liab i lity (includ ing liab ility for
claims , su its , actions , arbitration proceed ings , administrat ive proceedings , regulatory
proceedings , losses , expenses or costs of any kind , whether actual , all eged or
threatened , including attorneys fees and costs , court costs , interest , defense costs , and
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.-------~ ~
expert witness fees), where the same arise out of , are a consequence of, or are in any
way attributable to . in whole or in part, the performance of this Agreement by Serv ice
Provider or by any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents , employees or sub-contractors of Serv ice
Provider.
(c) Indemnification from Subcontractors . Serv ice Provider ag rees to obtain
executed indemnity agreements wi th provisions ide ntical to those set forth i n this
section from each and every subcon tractor or any other person or entity involved by ,
for , with or on behalf of Serv ice Provider in the performance of this Agreement naming
the Indemn ified Parties as additional indem ni tees . In the event Service Prov ider fail s to
obtain such in demnity obl igat ions from others as requ ired herein , Service Provider
agrees to be fully responsible accord ing to the terms of this section . Failure of City to
monitor complia nce with these requ irements imposes no add itional obligations on City
and will in no way act as a waiver of any rights hereu nder. Th is obligation to i ndemn ify
and defend City as set forth herein is bind ing o n the su ccessors, ass igns or heirs of
Service Prov ider a nd shall survi ve the te rmination of th is Agreement or this sect ion .
(d) Limitation of Indem nification . Notwithstandi ng any prov is ion of th is
section to the contrary , design professionals are required to defend and indemnify the
Ci t y only to the exten t permitted by Civil Code Section 2782 .8, wh ic h limits the lia bili ty of
a design professio na l t o claims , s ui ts, act ions , arb it ration proceedings , adm inistrative
proceedings , regu latory proceedings, losses , expenses or costs that a rise out of,
pertain to, or relate to the negligence , re c klessness , or willfu l mis conduct of the design
profess ional. The term "des ign professional," as defined in Section 2782 .8, is li mited to
licensed archi tect s, licensed landscape arch ite cts , reg istered professional engineers ,
profess io nal land s urveyors , and the bus iness entities that offer s uch services in
accordance with the appl ic ab le provisions of the California Business and Professions
Code .
(e) City's Negligence . The prov isions of this section do not app ly to cl aims
occurring as a result of City 's sole neg ligen ce . The provis ions of this section shall not
release City from li abil ity arising from gross negligence or willful acts or om iss ions of
City or any and all of its officials , employees and agents .
SECTION 17. INSURANCE.
Service Provider agrees to obtain and mainta in in ful l force and effect during the
term of th is Agreement the insurance po licies set forth in Exh ibit "C " "Insura nce" and
made a part of this Agreement. All insuran ce policies shall be subject to approval by
C ity as to form and content. These requirements are subject to amendment or wa iver if
so approved i n writing by the City Ma nager. Service Provider agrees to prov ide City
with cop ies of required policies upon reque st.
SECTION 18 . ASSIGNMENT.
The expertise and experience of Se rvice Provider a re material cons iderations for
this Agreement. City has an i nterest in the qualifications and capa bili ty of the person s
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and entities who w ill fulfill the duties and obligations im posed upon Service Provider
under th is Agreeme nt. In recognition of that interest, Service Provider shall not assign
o r transfer th is Ag reem ent or any port ion of this Agreement or the performance of any
of Service Provide r's duties or obligations under this A greement without the prior written
consent of the City. Any attempted assignment shall be ineffective , null and void , and
shall constitute a material breach of this Agreement entitling City to any and all
re medies a t law o r in equity, inclu d ing termination of th is Agreement pursuant to
Sect ion 20 "Term inatio n of Ag ree me nt." City acknowl edges , however , tha t Service
Provider, in the pe rformance of it s duties pursuant to th is Agreement, may utilize
subcontractors .
SECTION 19 . CONTINUITY OF PERSONNEL.
Service Provi de r shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff a nd subcontractors , if any , assigned to perform the
Services . Service Provider shall not ify City of any changes in Service Provider's staff
a nd sub-contract o rs, if any , ass ig ned to perform the Services prior to and during any
such performance .
SECTION 20 . TERMINATION OF AGREEMENT.
(a ) City may te rminat e th is A greement , wi th or wi thout cause, at any time by
giving thirty (30) days written not ice of term ination t o Service Provider. In the event
such notice is given , Service Provide r shall cease immediately all work in progress .
(b) Service Provider may terminate th is Agreement for cause at any time
upon thirty (30) days w ritten notice of t erm ination to Ci ty .
(c) If eithe r Service Provider or City fail to perform any materia l obligation
u nder this Agreeme nt, then , in addition to any other remedies, e ither Service Provider,
or City may termin ate this Agreeme nt immediately upo n written notice .
, (d) Upon t ermination of this Agreement by either Service Provider or City , all
property belonging exclusively to City which is in Service Provider's possession shall be
ret u rned to C ity. Se rv ice Provider shall furnish to City a final invoice for work performed
and expenses in c urred b y Serv ice P rovider, pre pa re d as set fo rth in Section 4
"Compensation a nd Met hod of Pay men t " of this Agreement. This fina l invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21 . DEFAULT .
In the event t hat Service Provide r is in default under the terms of th is Agreement ,
the City shall not have any obligation or duty to contin ue compensating Service Provider
fo r any work performed after the da t e of default. Instead , the City may give notice to
Serv ice Provider of the default and the reasons for the default. The notice shall incl ude
the timeframe in which Service Provider may cure t he defau lt. This t imeframe is
presumptively thirty (3 0) days , but may be extended , though not reduced , if
-9 -
circumstances war rant. During the period of time that Service Prov ider is i n default, the
City shall hold a l l invoices and shall , when the defau lt is cured , proceed with payment
on the invoices . In the alternative , the City may , in its sole d iscret ion , elect to pay some
or all of the outstanding invoices duri ng the period of default. If Service Provider does
not cure the default, the City may take necessary steps to term inate th is Agreement
under Section 20 "Term ination of Agreement." Any failure on the part of the City to give
not ice of the Service Provider's defau lt shall not be deemed to result in a waiver of the
Ci ty's legal rights o r any rights arising o ut of any provis ion of this Agreement.
SECTION 22 . EXCUSAB L E DELAYS .
Service Provider shall not be l iable for damages , including li quidated damages , if
any , caused by delay in performance or failure to pe rform due to causes beyond the
control of Service P rovider . Such causes include , but are not limited to , acts of God ,
acts of the public enemy , acts of fede ral , state or local governments, acts of C ity , court
orders , f ires , floods , epidemics , strikes, embargoes , and unusually severe weather.
The term and price of this Agreement shall be equ itab ly adjusted for any de lays due to
such causes .
SECTION 23. County Lobby Certficati o n and Exec uti ve O r der 11 246 (E OE ).
It is underst oo d that each perso n/en tity/fi rm who applies for a Community
Development Commission contract, and as part of that process , shall certify that they
are fam ili ar with the requirements of the Los Angeles County Code Chapter 2.160 , (Los
Angeles County Ordinance 93 -0031) and ; that all persons/entity/firms act ing on behalf
of the above named Service Provider have and will comp ly with the County Code , and ;
tha t any person/e nt ity/firm who seeks a contract wi t h the Commun ity Development
Commiss ion shall be disqualified there from and denied the contract and , sha ll be liable
in civil action , if any lobby ist , lobbying firm , lobbyist employer or any other person or
entity acti ng on beha lf of the above named Service Provider fai ls to comply with the
provisions of the County Code .
SECTION 24 . COOPERATION BY CI TY.
All public i nfo rmation , data, reports , records, and maps as are existing and
available to City as public records, and which are necessary fo r carrying out the
Services shall be furnished to Service Provider in every reasonable way to facil itate ,
w ithout undue delay, the Services to be performed under this Agreement.
-I 0-
SECTION 25 . NOTICES .
All notices required or permitted to be given under this Agree ment shall be in
writing and shall be personally delivered, or sent by telecop ier or certified mail, postage
prepa id and return receipt requested, addressed as follows :
To C ity : C ity of Temple Ci t y
Attn : City Manager
9701 Las Tunas Dr.
Temple C ity , CA 91780
To Service Prov ider: Willdan Engineerin g
13 191 Crossroads Pkwy North .
Suite 405
City of Industry, CA 9 1746
Notice shall be deemed effective on the date personally del ivered or transmitted
by facsimile or, if ma iled , three (3) da ys after deposit of the same in t he custody of the
United States Posta l Service .
SECTION 26. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
re presents and w ar rants that he/s he/t hey has/have the authority to so execute this
Agreement and t o bind Service Provider to the performance of its obligations
he reunder.
SECTION 27 . ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative . T he City Manager shall have the authority to issue
interpretations and to make amendments to th is Agreement , i ncluding amendments that
commit additional fu nds , consiste nt with Sectio n 28 "Amendment" and the City
Manager's con tractin g authori t y und e r t he T emple Cit y Municipal Code .
SECTION 28 . BIND ING EFFECT.
Th is Agree ment shall be bin ding upon the heirs, executors, adm inistrators ,
su ccessors and ass igns of the Pa rt ies .
SECTION 29. AMENDMENT .
No amend me nt to or modificat ion of th is Agreement shall be valid unless made
in writing and ap proved by the Service Provider and by the C ity. T he City Manager
shall have the authority to approve any amendment to this Agreement if the total
co mpensatio n un de r this Agreement , as amended , would not exceed the City
-II -
Manager's contracti ng authority under the Temple City Municipal Code. All other
amendments sha ll be approved by the City Council. The Parties agree that the
requirem ent for written modifications cannot be waived and that any attempted waiver
shall be vo id .
SECTION 30. WAIVER .
Waiver by a ny Party to this Agreement of any te rm, condition , or covenant of this
Agreement shall no t constitute a waiver of any other term , condition , or covenant.
Waiver by any Party of any breach of the provisions of this Agreement sha ll not
const itute a wa iver of any other provision nor a waiver of any subsequent breach or
violation of any provis ion of this Agreement. Acceptance by City of any work or
services by Service Provider shall not constitute a waiver of any of the prov isions of this
Agreement.
SECTION 31 . LAW TO GOVERN ; VENUE.
This Agreement shall be interpreted , const rued and governed accord ing to the
laws of the State of Ca lifornia . In the eve nt of litigation between the Parties , venue in
state trial courts shall lie exclu sive ly in the County of Los Angeles , California . In the
event of litigation in a U.S . District Court , venue shall lie exclusively in the Central
Dis t rict of Califo rni a, in Los Angeles.
SECT ION 32. ATTORN EY S FEES , COSTS AND EXPENSES .
In the event litigation or other proceed ing is required to enforce or i nterpret any
provis ion of this Ag reement, the prevai l ing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees , cos ts and expenses , in
additi on to any other relief to which it may be entitled .
SECTION 3 3. ENTIRE AGREEMENT .
This Agreement , including the attached Exhibits "A" through "C", is the entire ,
co mplete , final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
o ral o r written, or en t ered into between Service Provider and City prior to the execution
of this Agreement. No statements , representat io ns or other agreements , whether oral
or written , made by any Party which are not embodied here in shall be valid and binding .
SECTION 34 . SEVERABILITY.
If any term , condition or cove nant of this Agreement is declared or determ i ned by
any court of competent jurisdiction to be invalid , void or unenforceabl e , the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed with ou t the invalid , void or unenfo rceable provision(s).
-12 -
SECTIO N 35 . CONFLIC TI NG TERMS .
Except as ot herwise stated he re in , if t he terms of th is Agreeme nt conflict with t he
te rms of any Exhib it hereto , or with the terms of any document i ncorporated by
reference into this A greement , the terms of this Agreement shall control.
IN WITNESS WHEREOF , the Parties hereto have executed t his Agreement on
the date and year fi rst-above written .
ATTEST :
Ci t y Clerk
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CITY OF TEMPLE CITY
Bryan Cook
City Manager
APPROVED AS TO FORM
Eric ~2>~
City Attorney
NOTE : SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED ,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION ,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the ind ivi dua l who
signed the document to wh ich this certificate is atta ched, and not the truthfulness , accuracy , or val id 1ty
of tha t document.
ALL-PU R POSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On \Vl (A i ".)_
Date
MARCIA JEAN HIGASHI
Name of S1gner(s)
who proved to me on the basis of sati sfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies}, and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of wh ich the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and offici al seal.
' ,
~~~~~~
OPTIONAL
Though th is section IS optional , complet ing this informat ion can deter alternation of the document or fraudu len t
reattachment of th is form to an unintended document.
CAP ACIT(IES) CLAIMED BY SI GNER(S)
Signer's Name · \j'J 1 \ I•P\-<"' Lt t.-1 \ Yt\t)~
Individua l
Corporate Officer
T1tle(s)
Partner(s) Lim ited
Attorney-In-Fact
Trustee(s)
Guard ian/Conservator
Other:
Signer is rep resen ti ng ·
Name Of Person(s) Or Enhty(ies)
Genera l
DE SCRIPTION OF ATTACHED DOCUMENT
T1tle or Type of Document
Number Of Pa ges
M ~y I) )011
D ate Of Document
S1gner(s) Other Than Named Above
A notary public or other officer completing this cert ificate veri fies on ly the identity of the ind ividual who
signed the document to wh ich this certificate is atta ched , and not the trut hfulness , accuracy , or validity
of th at document.
ALL-P URPOSE ACKNOWL E DGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGE LES )
On ,\;1 Chi t te I 20 /, before me , ~ ~ y c,,' A, J e v. 'Y1 ~; ~o.7l'1 \
A I { \ f\ /1 :~'(A~
1
1 1!1: Of Office r (e g 'Jane 0 , Nota ry Pub he )
persona ll y appeared _ C\ I v I r ~ J
Name of S1g r(s)
•
MARC IA J EAN HI GASH I
NotJr y PubHc • Californ ia
~ Loa Angelu County
Com~n~u 1 on 11 21 87 953 .. t o o o o oMl S0:T Jxg'~'}fr J'l'Ukl
who pro ved to me on the bas is of sat isfactory evid ence to be the
person (s) whose na me (s) is/a re subscribed to the wi th in
instrument and acknowledged to me that he/she /they executed
the same in his/he r/thei r author ized capacity(ies), and that by
his/her/t heir signature(s) on the instrument the person (s), or the
en tity upon behalf of wh ich the person(s) acted , execute d the
inst rum ent.
I certify under PENALTY OF PERJURY under the laws of the
Sta te of California that the foregoing parag raph is true and
correct.
WI TNESS my hand and offic ial seal.
~~~~
OPTIONAL
Though this section is o ptional , completing th is in formation ca n deter alternation of the document or fraudulent
reatta ch ment of this fo rm to an unintended d ocument.
CAPACIT(I ES) CLAIMED BY SIGNER(S )
Signer's Name. A cJ e [ M. y '( l ;·)
Individual
Co rporate Officer
T1t1e(s)
.,
Partner(s) Limited
Attorney-ln-F act
Trustee(s)
Guardian/Conservator
Other:
S1gner is representmg :
Name Of Person(s) Or EntJty(1es)
Genera l
DESCRIPTION OF ATIACHEO DOCUMENT
T1 t1e or Type of Document
Number Of Pages
I d o\-1
Datlof Document
Signer(s) Other Tha n Named Above
EXHIBIT "A"
SCOPE OF SERVICES
I. Servi ce Provider will perform the followin g Services :
A. Admi nister the City 's Comm unity Development Block Grant Program .
B. Adm i nis ter the City's Hou sing Rehabili tat ion Prog ram .
C. Conduct preliminary interviews with property owners to determ ine the
household's eligibility sta tus and improvements for dwelling unit.
D. Process applications fo r the Housing Rehab ilitation Program funding for
eligib le homeowners .
E. Obtain all required supporting documentation including income
verific ati on, value of prop erty , condition of title , and credit worthiness of
applicant, as applicable.
F. Con duct property insp ections and prepare work w rite-ups and , if
necessary , cos t es timates .
G . Complete all applicable CDBG documents relating to the improvement
activities , inclusive of : lead-based paint require ments , h istorical
preservat ion review , etc.
H . Prepare specificatio ns and bid documents, and review rece ived bids with
homeowner.
I. App rov e selection of cont ractor , and prepare and execute documents for
fin ancial assistance to homeowner.
J . Obta in contractor clearances for no n-inclusion o n the Federal
Debarred/Suspended Li st and determi ne th at cont ractor is licensed and
bonded th rough the State License Contractor's Board .
K . Conduct pre-construction conference to review all proposed work with the
homeowner and co ntractor.
L. Conduct asbestos and lead -based pai nt initial inspections; ensure that
co ntractor's abate asbestos/lead -based paint according to the report . Call
for fi na l inspection after construction is complete .
A-I
M . Cond uct progress inspections to ensure that work is proceeding in a
time ly manner and to authorize and disburse progress payments .
N . Execute and record Notice of Completion upon final inspection cert ifying
tha t the im provements have been com pleted in accordance with contract
requirements .
0 . Acqui re lien releases from contractors and subcontractors , obtain
homeowner's authoriza tion for final payment, and execute close-out of
contractors work by e nsu ring that the permanent fi le contains requi red
documentation for LACDC monitoring and audit purposes .
P . Prepa re month ly progress reports to City staff.
Q . Assist C ity staff with preparing funding requests for the Housing
Rehabilitation , Asbestos T esting/Abate ment, and Youth Scholarship
Programs .
R. Provide the City with program accomp li shment data , needed for the
Quarterly Performance Reports to the LAC DC .
S . Genera te language for community marketing and outreach for the
Housing Rehab ilitation Program .
II. As part of the Services , Service Provider will prepare and deliver the following
tangible work products to the City :
A. Co mpl ete CDBG docu m e nts related to home improvement activates .
B . Docume ntation of elig ib ility of program participants .
C . Contract or clearances a nd /or certifications .
D. Progress inspection reports .
E . Notices of completion .
A -2
Ill. Duri ng performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status reports:
A . Mo nt hl y progress reports w ith informati on re lating to people on the wa it ing
list , people that d id no t qua li fy , proj ects pending , p rojects under
const ru ct ion , and project s completed .
B. Quart e rl y Performance Reports (QP R)
IV . The tangible work products and status reports will be delivered to the City
pursuant to the following schedule :
A. One (1) month ly prog ress report for each month of the Ca lendar Year
sta ring with the commencement of the Agreement.
B. O ne (1) Quarterly Pe rfo rmance Repo rt provided eve ry three months
sta rt i ng with the commencement of the Ag reement.
V . Service Provider will utilize the following personnel to accomplish the
Services :
A. San di Medrano , Program Coordinator
B. Ja ne F re ij , Labor Com pli a nce Manager
C . And re Dup re , Co -Progra m Coord i nator/Pr incipa l Planner
D . Dea n Sherer, Pr inci pal Pl an ne r
VI. Service Provider will utilize the following subcontractors to accomplish the
Services :
A. N/A
B . N/A
C . N/A
D . N/A
A -3
EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the fo l lowing rates of pay in the performance of the
Services :
A. Program Coordinator $70 .00
Uob ] [h ourly rate]
B. Labor Compliance $130 .00
Uob) [h ou rl y rate]
Co-Program Coordinator/ $146 .00 C. P rinci~al Plann er
Uob) [hourly rate ]
D. Principal Planner $146 .00
Uob] [hourly rate]
E .
Uob] [hourly rate]
II. Service Provider may utilize subcontractors as indicated in this Agreement.
The hourly rate for any subcontractor is not to exceed $ N/A per hour without
written authorization from the City Manager or his designee.
Ill. The total compensation for the Services is limited to 20 percent of the home
improvement program (loan/grant program and asbestos testing /abatement
grant) expenditures and shall not exceed $ 60 ,000 , as provided in Section 4
"Compensation and Method of Payment" of this Agreement.
B-1
EXHIBIT "C"
INSURANCE
A . Insurance Requirements . Service Provider shal l provide and ma inta in
insurance , acceptable to the City , in full force and effect throughout the term of this
Agreement , against claims for injuries t o persons or damages to property wh ich may
arise from or in co nnection with the performance of the Services by Service Prov ider, its
agents , representa tives or employees . Insurance is to be placed with i nsurers with a
current A .M . Best's rat ing of no less than A:VII.
Service Provider shall provide the following scope and l imits of insurance:
1. Mini mum Scope of Ins urance . Coverage shall be at least as broad
as :
(1) Commerci al General Liability. Insurance Services Office
form Commercial Genera l Liab ility coverage (Occurrence Form CG 0001 ).
(2) Automobi le . Insurance Services Offi ce form number CA
0001 (Ed . 1/87) covering Automobile Liability, including code 1 "any auto " and
endorsement CA 0025 , or equivalent forms subject to the written approva l of the City .
(3) Workers ' Compensation . Workers ' Compensation i nsurance
as required by the Labo r Code of State of California cover ing all persons prov id ing
Services on behalf of the Service Provid er and all risks to such persons under this
Agreement.
(4) Professional Liab ility . Profess iona l l iability i nsurance
appropriate to the Service Provider's profess ion . This coverage may be wr itten on a
"claims made" basis , and mus t include coverage for contractual l iability . The
pro fess ional liabi lity insurance requi red by this Agreement must be endorsed to be
appl icable to claim s based upon , arising out of or related to Serv ices perform ed under
this Agreement. The in surance must be maintained fo r at least three (3 ) consecut ive
years following the completion of Service Provider's services or the termination of this
Agreement. During this add iti onal three (3) year period , Serv ice Provider shall annually
and upon request of th e City submit written ev idence of this co nt i nuous coverage .
2 . Mini mum Lim its of Insurance. Service Prov ider shall ma inta in limits
of in sura nce no less than :
(1 ) Commercial General Li ab il ity . $1 ,000 ,000 general
aggregate for bodily inj ury, personal injury and property damage .
C-1
(2) Automobile . $1,000 ,000 per a ccident for bod ily injury and
property damage . A combined sing le limit policy with aggregate limits in an amount of
not less than $2,000,000 shall be considered equivalent to the said required min imum
l imits set forth above .
(3) Workers' Compensation . Workers' Compensat ion as
requi red by the Labor Code of the State of Ca lifornia of not less than $1 ,000 ,000 per
occurrence .
(4) Professional Liabil ity. $1 ,000 ,000 per c laim and $2 ,000 ,000
annual aggregate.
B. Other Provis ions . Insurance poli ci es required by this Agreement shall
contain the following provisio ns:
1. A l l Pol icies . Each insuran ce policy required by this Agreement
shall be endorsed and state the coverage shal l not be suspended , vo ided , cancel led by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notic e by cert ified ma il , return rece ipt requested , has been
given to C ity .
2 . Commercial General Liab ility and Automobile Liability Coverages .
(1) C ity, and its respective elected and appointed officers ,
officials, and employees and volun teers are to be covered as additional insureds as
respects : li abi li ty arising out of activities Service Provider performs; products and
comp leted operations of Service Provider; prem ises owned , occup ied or used by
Serv ice Provider; or automobiles owned , leased , hired or borrowed by Service Provider.
The coverage shall conta i n no special lim itations on the scope of protection afforded to
City , and t heir respective e lected and appointed officers , officials , or employees .
(2 ) Service Provider's insurance coverage shall be pri mary
insurance with respect to City , and its respect ive elected and appointed , its offi cers ,
officials , employees and voluntee rs . Any insurance or self-insurance ma intained by
City , and its respective elected and appo inted officers , officia ls , emp loyees or
volunteers , sha ll apply in excess of, and not contribute with , Servi ce Provider's
insu rance .
(3) Service Provider's insurance shall apply separately to each
insured aga i nst whom cla im is made or suit is brought, except w ith respect to the limits
of the insurer's liability .
(4) Any failure to comply w ith the reporting or other provisions of
the insurance policies , including breaches of warranties , shall not affect coverage
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provided to City , and its respective e lected and appointed officers , officials , employees
or volunteers .
3. Workers ' Compe nsation Covera ge . Un less the C ity Manager
otherwise agrees in writing , the insurer shall agree to waive all rights of subrogat ion
against City , and its re spective elected and appointed officers , officials, emp loyee s and
agents for losses aris ing from work pe rformed by Service Provider.
C. Other Requ iremen ts . Serv ice Provider agrees to depos it with City, at or
before the effective date of this Agreement , certificates of in surance necessary to
satisfy City that the insurance provisi ons of this contract have been complied with . The
City may require that Serv ice Pro vide r furn ish City with copies of origin al endorsements
effe cting covera ge require d by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right t o inspect com plete , certified copies of all requ i red insurance policies ,
at any time .
1. Service Provider shall furnish certificates and endorsements from
each subcontract or id entical to those Service Prov ider provides .
2 . Any deductibles or sel f -insured retent ions must be declared to and
approved by Ci ty . At the option of City, ei th er the ins urer shall reduce or elim inate such
deductibles or se lf-insured retentio ns as respects City or its respective elected or
appointed officers , officials , employees and volunteers or the Service Prov ider shall
procure a bond guaranteei ng payment of losses and re lated investigations , claim
adm inistration , defense expenses and claims .
3. Th e procuri ng of such requ ired policy or po licies of insurance shall
not be construed to limit Service Pro vider's liability hereunder nor to fulfill the
indemn ification provisions and requirements of this Ag reement.
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