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HomeMy Public PortalAbout07) 7.E. Third Amendment to Consultant Services Agreement with Willdan for HIPAGENDA ITEM 7.E. COMMUNITY DEVELOPMENT DEPARTMENT DATE: May 7, 2013 MEMORANDUM TO: The Honorable City Council FROM: Jose E. Pulido, City Manage Via: Mark Persico, AICP, Community Development Director By: Adam L. Gulick, Associate Planner SUBJECT: THIRD AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT WITH WILLDAN ENGINEERING TO ASSIST IN CLOSING OUTPREVIOUS HOME IMPROVEMENT PROJECTS AND RE - APPROPRIATE $40,000 OF UNEXPENDED FUNDS FROM THE PRIVATE/SPECIAL CONTRACT SERVICES ACCOUNT (MANAGEMENT SERVICES) TO PRIVATE/SPECIAL CONTRACT SERVICES ACCOUNT (COMMUNITY DEVELOPMENT - HOUSING PROGRAMS) RECOMMENDATION: The City Council is requested to: a) Review and approve the Third Amendment (Attachment "A") in the amount of $7,000 to the consultant services agreement with Willdan Engineering (Attachment "B") to provide housing consultant services to close-out previous Home Improvement Program (HIP) projects; b) Authorize the City Manager to execute the Third Amendment with Willdan Engineering (Willdan) with an amount not to exceed $7,000; and c) Re -appropriate $40,000 (i.e., $7,000 for Willdan's Third Amendment, $33,000 to close-out remaining substandard work) of Private/Special Contract Services account (Management Services Department) to the Private/Special Contract Services account (Community Development Department — Housing Programs). BACKGROUND: 1. On February 1, 2011, the Temple City Community Redevelopment Agency was City Council May 7, 2013 Page 2 dissolved by the State of California. 2. During the Fiscal Year (FY) 2011-12 program year, the City worked with the Los Angeles County Community Development Commission (LACDC) to address issues identified during a financial and programmatic review of the City's Community Development Block Grant (CDBG) Housing Improvement Program (HIP). 3. On September 20, 2011, the City entered into a professional services agreement with Willdan Engineering to provide contract services for $60,000 to administer the City's HIP Program. 4. On June 19, 2012, the City Council adopted the FY 2012-13 City Budget, which included an appropriation of $25,000 of the Private/Special Contract Services account (Community Development Department — Housing Programs) to provide grants to homeowners to correct potential outstanding items specified in the LACDC's review. 5. On August 15, 2012, the First Amendment to the consultant services agreement was executed to incorporate required certifications, laws and contractual clauses, as required for federally funded projects. 6. On November 6, 2012, the City Council approved a Second Amendment in the amount of $65,000 to the consultant services agreement with Willdan Engineering to continue assistance with CDBG program administration and provide housing consultant services. 7. In December 2012, City staff worked with the City Attorney to identify additional projects that may require repairs of potential substandard work. City staff requested that Willdan contact other HIP participants to see if any additional work was needed and to provide a cost estimate to close-out these projects. 8. On March 8, 2013, City staff and Willdan met to discuss the status of the re- inspection of prior HIP projects. It was determined at this meeting that all of the funds had been expended and an amendment to Willdan's agreement would be necessary to close-out the remaining 10 projects. In 1974, the CDBG Program was enacted through the Housing and Community Development Act of 1974 (Act). The program was established to develop viable communities by creating suitable living environments, maintaining and creating decent housing, and creating and maintaining opportunities for low and moderate income persons. The City has utilized CDBG funds on rehabilitation work to owner -occupied City Council May 7, 2013 Page 3 single family residences, various ADA improvements, and scholarships to pay for a portion of City sponsored youth activities. In addition to CDBG funds, the City also used Community Redevelopment Agency (CRA) Low -Moderate Housing Funds to supplement the City's Home Improvement Program loans and grants. Over the past two years, Willdan has assisted the City with the necessary CDBG assistance and housing administrative services. Willdan has provided the following CDBG administration and housing consultant services: • Processed 10 grants funded by Energy Efficiency Community Block Grant (EECBG) funds that assisted low-income property owners with energy improvements to their homes (e.g., new windows, insulation, etc.); • Processed four grants funded by CDBG-R (Recovery Act) funds that assisted low-income property owners with energy improvements to their homes (e.g., new windows, insulation, etc.); • Assisted in establishing the CDBG-funded American with Disability Act (ADA) Project that will bring 64 curb ramps into ADA compliance; Assisted in bringing the City's Home Improvement Program Policies and Procedures Manual into compliance with LACDC regulations; • Assisted with required quarterly and annual reporting for the federally funded EECBG, CDBG-R and CDBG programs; • Assisted with contacting 19 previous HIP participants to inspect potentially substandard work and facilitate the remediation of this work; and • Currently facilitating two HIP loan projects and qualifying the next six participants. The Third Amendment with Willdan will authorize the consultant to conduct additional inspections for potential substandard work on past HIP projects and provide the additional services to close-out previous HIP projects. Willdan will facilitate any close- out work to ensure that items are limited to work outlined in the original contract. The City worked with the LACDC in addressing disallowed items revealed from a programmatic monitoring review of the City's CDBG funded housing projects during FY 2011-12. Rather than leaving participants with alleged substandard work, the City City Council May 7, 2013 Page 4 Council appropriated $25,000 of the FY 2012-13 City Budget for Private/Special Contract Services account (Community Development Department — Housing Programs) that would be used as grants to correct the alleged substandard items. As of March 8, 2013, Willdan inspected and attained the services of qualified contractors to correct work that was substandard. Taking a pro -active approach, the City Attorney recommended that City staff also contact participants whose grant was funded by the CRA Low -Moderate Housing Funds. City staff requested that Wilidan contact the additional participants to determine what work, if any, is required to correct outstanding items specified in the original contract. Willdan concluded that up to 10 properties would require repair work. An itemized list of repairs cannot be provided at this time because Willdan needs to inspect each property and compare it to the original work -write up to determine what items are eligible for repair. Willdan has estimated that the construction and delivery will be approximately $40,000. Due to dissolution of the Redevelopment Agency, housing set aside funds are no longer available, therefore, General Fund monies are necessary to complete the work. All repair work will be limited to alleged substandard items specified in the project's original work -write up. Some of the potential substandard items that may be repaired include: kitchen repairs, interior/exterior painting, bathroom repairs, flooring, roof, heating/air conditioner, electrical work, water heater, etc. The initial $25,000 was used for CDBG funded projects, which have all been completed. It is imperative that additional funds be allocated for these repairs, as one of the goals for the City's HIP is to provide decent, safe, and sanitary living environment for low- income households. C�Ii7►[ilRlltiyL�7i•A The Third Amendment is necessary to provide the additional services and to specify the compensation to close-out previous HIP projects. $25,000 was appropriated in the FY 2012-13 City Budget for closing -out prior HIP projects. However, upon further inspection, there are 10 additional participants that may require the correction of alleged substandard work. The revised total budget estimate for the project close-out is $65,000, which requires the re -appropriation of $40,000 from the Private/Special Contract Services account (Management Services Department) to the Private/Special Contract Services account (Community Development Department — Housing Program); $7,000 for service delivery and $33,000 to correct potential substandard work. If the amendment is not executed and the additional funds are not allocated, this work would City Council May 7, 2013 Page 5 likely remain unaddressed. Since the HIP participants are on fixed incomes and they would be unable to do the repairs at their own expense. 4&*0gfIITil7_TO3 There is no fiscal impact to the FY 2012-13 City Budget for approving the Third Amendment to the consulting services agreement with Willdan Engineering or the re - appropriation of $40,000 from the Management Services Department to the Community Development Department, as the current account balance for the Private/Special Contract Services account is $51,366 and it is estimated that only $11,000 would be needed by June 30, 2013. ATTACHMENT(: A. Third Amendment to the consultant services agreement B. Consultant services agreement between the City of Temple City and Willdan Engineering, including the First and Second Amendments ATTACHMENT THIRD AMENDMENT TO Professional Services Agreement by and between the CITY OF TEMPLE CITY, A municipal corporation and WILLDAN ENGINEERING, A California corporation Dated May 7, 2013 THIRD AMENDMENT TO AGREEMENT FOR HOUSING CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND WILLDAN ENGINEERING This Third Amendment to Consultant Services ("Third Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and WILLDAN ENGINEERING, a California corporation ("Consultant"), as follows: RECITALS A. City and Consultant entered in a Consultant Services Agreement on September 20 ", 2011 ("Agreement"). The Agreement provides that Consultant will provide housing consultant services for the City's Home Improvement Program that utilize EEC13G, CDBG and CD13G-R funds. B. A First Amendment to the Agreement was entered into on August 15, 2012 ("First Amendment"). The First Amendment added necessary language required for federally -funded projects. C. Exhibit "A" of the Agreement provide the Scope of Services to be performed by Consultant. D. Section 4 and Exhibit "B" of the Agreement provide that the maximum compensation under the Agreement shall not exceed $60,000.00. E. The Second Amendment added additional services to be provided by Consultant and increases the maximum compensation to $125,000.00. F. This Third Amendment amends the Agreement to add additional services to be provided by Consultant and increases the maximum compensation to $132,000. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 COMPENSATION. 1.1.1 Section 4 of the Agreement is hereby amended as follows: The second sentence of Section 4, subparagraph (a) of the Agreement is amended to read as follows: "The total compensation, including reimbursement for actual -2- expenses, shall not exceed ONE HUNDRED THIRTY-TWO THOUSAND DOLLARS ($132,000.00), unless additional compensation is approved in writing by the City Council or City Manager." 1.1.2 Section "IV" (Total Compensation) of Exhibit "B" to the Agreement is hereby amended to read as follows: "The total compensation for the Services shall not exceed $132,000.00, as provided in Section 4 of this Agreement." 1.2 SCOPE OF SERVICES. 1.2.1 Exhibit "A" to the Agreement is hereby amended to read as shown on Exhibit "A" attached hereto and incorporated herein by reference. 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties. 2.2 Integration. This Second Amendment consists of pages 1 through 4 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 2.3 Effective Date. This Second Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the appropriate authorities of the City and Consultant. 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Second Amendment. -3- IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST: Peggy Kuo, City Clerk APPROVED AS TO FORM Eric S. Vail, City Attorney CITY: THE CITY OF TEMPLE CITY By: -Jose Pulido, City Manager CONSULTANT: WILLDAN ENGINEERING By: By: Name: Name: Title: Title: -4- EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Review and amend the City's Home Improvement Program's Guidelines and Procedures manual to comply with the CDC's requirements. B. Process CDBG loans in accordance with CDC's guidelines. C. Process CDBG asbestos testing/removal grants in accordance with CDC's guidelines. D. Process EECBG grants in accordance with HUD guidelines. E. Process CDBG-R grants in accordance with CDC's guidelines. F. Assist the City with labor compliance for the City's American with Disabilities Act (ADA) Access Ramp and Sidewalk Improvement Project. G. Provide administrative services for the City's Home Improvement Program and CDBG programs, on an as -needed basis. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Assist City staff with revising the City's Home Improvement Program Guidelines and Procedures manual. B. Expend $299,015 of the City's CDBG FY 2012-13 funds for approximately ten (10) home improvement loans to single family properties. C. Expend $75,000 of the City's CDBG FY 2012-13 funds for approximately twelve (12) asbestos testing/removal grants to single family properties. D. Expend $120,000 of the City's EECBG funds on energy efficient improvements to nine (9) single family properties. E. Expend $22,000 of the City's CDBG-R grants on energy efficient improvements to five (5) single family properties. F. Re -inspection and project close-out of up to ten (10) previously completed projects: III. During performance of the Services, Consultant will keep the City appraised of the status_ of performance by delivering the following status reports: -5- A. Assist City staff with a revising the City's Home Improvement Program Guidelines and Procedures manual that will be approved by the CDC. B. Provide City staff with monthly status report of CDBG projects scheduled, pending under construction, and/or completed. C. Provide City staff with monthly status report of EECBG projects scheduled, pending under construction, and/or completed. D. Provide City staff with monthly status report of CDBG-R projects scheduled, pending under construction, and/or completed. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: A. Assist City staff with updating the City's Home Improvement Program Guidelines and Procedures manual by October 31, 2011. B. Process nine (9) EECBG energy efficient grants by June 30, 2012. C. Process five (5) CDBG-R green grants by March 30, 2012 D. Process approximately ten (10) CDBG loans by June 30, 2013. E. Process approximately twelve (12) asbestos testing/abatement grants by June 30, 2013. V. Consultant will utilize the following personnel to accomplish the Services: A. Micheal Neal, Housing Program Specialist B. Sandi Medrano, Housing Program Specialist C. Patrick Goode, Project Manager VI. Consultant will utilize the following subcontractors to accomplish the Services: A. Aryn Sieber, Energy Retrofit Specialist B. Mabell Paine, Energy Grant Compliance VII. AMENDMENT The Scope of Services, including services, work products, and personnel, are subject to change - by mutual Agreement. In the absence of mutual Agreement regarding the need to change any aspects of performance, Consultant shall comply with the Scope of Services as indicated above. -6- PROFESSIONAL SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY, A municipal corporation WILLDAN ENGINEERING A California corporation AGREEMENT FOR HOUSING CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND WILLDAN ENGINEERING This Agreement for Consultant Services ("Agreement") is entered into as of this day of.', n, 2011 by and between the City of Temple City, a municipal corporation ("City") and Windan Engineering, a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by issuance of a Request for Qualifications or Invitation for Bids, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Consultant, following submission of a qualification or bid for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Temple City's Municipal Code, City has authority to enter into this Consultant Services Agreement and the City Manager has authority to execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreemenf" of this Agreement. the scope of services set forth in Exhibit `A""Scope of Services" shall be completed pursuant to the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Consultant to continue performing the scope of services until such services are complete. SECTION 2. SCOPE OF SERVICES. Consultant agrees to perforin the services set forth in Exhibit "A" "Scope of Services" and made a part of this Agreement. SECTION 3. ADDITIONAL SERVICES, Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are authorized in advance and in writing by the City Council or City Manager of City. Consultant shall be compensated for any such additional services in the amounts and in the manner agreed to by the City Council or City Manager. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit 'B" "Compensation" and made a part of this Agreement. The total compensation, including reimbursement for actual expenses, shall not exceed Sixtv Thousand dollars ($60,000), unless additional compensation is approved in writing by the City Council or City Manager. (b) Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -consultant contracts. Sub -consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions 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 Consultant for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, sections 16 and 17, pertaining to indemnification and insurance, respectively. SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement. Consultant's guarantees and warrants related to Standard of Performance and found in Section 9 of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 7. CONSULTANT'S BOOKS AND RECORDS. (a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant's performance of services pursuant to this Agreement. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three 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 provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant'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 dissolution or termination of Consultant's business, City may, by written request, require that custody of such documents or records be given to the City and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to City, as well as to its successors -in -interest and authorized representatives. SECTION 8. STATUS OF CONSULTANT. (a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this AGREEMENT or is otherwise expressly conferred in writing by City. (b) The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City. nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant's officers, employees. or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE, Consultant 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. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warranties related to Standard of Performance shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Consultant that California 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 California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS, Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. SECTION 14. CONFLICTS OF INTEREST, (a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person 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. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Consultant will, perform non -related services for other governmental agencies and private parties following the completion of the scope of work under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees. caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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) Indemnification for Professional Liabilitv. Where the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law. Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or sub -consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liabilitv. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and 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 Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub -contractors of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity Agreements with provisions identical to those set forth here in this section from each and every sub -contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this Section 16 [Indemnification] to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness. or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 17. INSURANCE. Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the City Council. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assumed to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT, (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant's possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this Agreement. SECTION 21. DEFAULT. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Consultant shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. COOPERATION BY CITY. All public information, data reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Temple City Attn: City Manager 9701 Las Tunas Drive Temple City, CA 91780 To Consultant: Willdan Engineering Attn: Patrick Goode 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746-3443 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant represents and warrants that helshe/they hasihave the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder. SECTION 26. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 27. MODIFICATION OF AGREEMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. WAIVER. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of anv other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California, In the event of litigation between the parties, venue in state trial courts shall lie exclusively 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 District of California, in Los Angeles. SECTION 30. 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. SECTION 31. ENTIRE AGREEMENT, This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the patties with respect to the matters addressed therein and supersedes all other Agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other Agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. SECTION 32. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Mary R. F�andrick City Clerk APPROVED ASTO FOAM ', Un City Attorney By: St�� vyr(1b �Iti j Its: I7%317�L"j CITY OF TEMPLE CITY By: 3nca F City Manager By: _'5 � D,4Na—�-L CNatj Its: �+QSep(T/rid NOTE: CONSULTANT'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 DEVELOPER'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF OwSVGaj rxvl _ Ibefore mt� ..qtr qtr<+• 7t4_ personally appeareda& fifitl fin to proved to me on the basis of satisfactory evidence to be the r sons) whose names(s) is/are subscribed to the within instrument and acknowledged to me that hetshe.!they executed the same in his,`herilheir authorized capacity(ies), and that by his,heritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. eaccuted 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 official seal. A cc" fYlrybnrMtBt Signature t...•� _ 1"I"( OPTIONAL OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this; form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER SIGN ; IS REPRESENTING: (f: E OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S)❑ Lh ❑ I ❑ ATTORNEY -IN -FA ❑ TRUSTEE(S) © GUARDIAN' NSERVATOR ❑ OTHER,. SIGN ; IS REPRESENTING: (f: E OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF Om�. 2G�.ot I before m�'Yk e:senalty appeared [h,.wC44,4.), proved to me on the basis of satistlWomy evidence to be the per-,un(s)se names(s) is/are subscribed to the within instrument and acknowledged to me that he;sherthey executed the same in his/heritheir authorized capacity(ics), 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 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 official seal ANMETIE Z � C�Imahgoa # gsi3lE La Attq#a Calmly ,}C .t M� Comm. ErAlro H6 20, POt9, Signature: �� I. TI.r I OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and.could prevent fraudulent reattachment of this form - CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT i ❑ TRUSTEE(S) ❑ GUARD;AN�C0g)FSfRVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Review and amend the City's Home Improvement Program's Guidelines and Procedures manual to comply with the CDC's requirements. B. Process EECBG grants in accordance to HUD guidelines. C. Process CDBG-R grants in accordance to CDC's guidelines. D. Process CDBG loans in accordance to CDC's guidelines. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Assist City staff with revising the City's Home Improvement Program Guidelines and Procedures manual. B. Expend $120,000 of the City's EECBG funds on energy efficient improvements to nine (9) single family properties. C. Expend $144,000 of the City's CDBG funds on five (5) home improvement loans to single family properties. D. Expend $22,000 of the City's CDBG-R grants on energy efficient improvements to five (5) single family properties. III. During performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Assist City staff with a revising the City's Home Improvement Program Guidelines and Procedures manual that will be approved by the CDC. B. Provide City staff with monthly status report of EECBG projects scheduled, pending under construction, and/or completed. C. Provide City staff with monthly status report of CDBG projects scheduled, pending under construction, and/or completed. D. Provide City staff with monthly status report of CDBG-R projects scheduled, pending under construction, and/or completed. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: A. Assist City staff with updating the City's Home Improvement Program Guidelines and Procedures manual by October 31, 2011. B. Process nine (9) EECBG energy efficient grants by June 30, 2012 C. Process five (5) CDBG-R green grants by March 30, 2012 D. Process five (5) CDBG loans by June 30, 2012. V. Consultant will utilize the following personnel to accomplish the Services: A. Patrick Goode, Project Manager B. Micheal Neal, Housing Program Specialist C. I] VI, Consultant will utilize the following subcontractors to accomplish the Services: A. Aryn Sieber, Energy Retrofit Specialist B. Mabel] Paine, Energy Grant Compliance C. H VII. AMENDMENT The Scope of Services, including services, work products, and personnel, are subject to change by mutual Agreement. In the absence of mutual Agreement regarding the need to change any aspects of performance, Consultant shall comply with the Scope of Services as indicated above. EXHIBIT "B" COMPENSATION I. Consultant shall use the following rates of pay in the performance of the Services: A. Proiect Manaeer $115.00 B. Housine Rehabilitation Snecialist $95.00 C. Enerev Retrofit Specialist $100.00 D. Enerev Grant Compliance $145.00 11. Consultant may utilize subcontractors as indicated in this Agreement. The hourly rate for any subcontractor is not to exceed $ 145.00 per hour without written authorization from the City Manager or his designee. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all supplies properly charged to the Services. C. Line items for all travel properly charged to the Services. D. Line items for all equipment properly charged to the Services. E. Line items for all materials properly charged to the Services. F. Line items for all subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $ 60,000 , as provided in Section 4 of this Agreement. EXHIBIT "C" INSURANCE A. Insurance Reouirements. Consultant shall provide and maintain insurance, acceptable to the City Manager or City Counsel, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits ofinsurance: Minimum Scone of Insurance. Coverage shall be at least as broad as (1) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1187) covering Automobile Liability, including code 1 "any auto' and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (4) Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made- basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 3 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. 2. Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (1) General Liability: $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of not less than $1,000.000 per accident. (4) Professional Liability: $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either party to this Agreement. reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to City. 2. General Liabilitv and Automobile Liabilitv Coveraees. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Consultant's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with. Consultant's insurance. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation and Emnlover's Liabilitv Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Consultant. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. 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 to inspect complete, certified copies of all required insurance policies, at any time. 1. Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. FIRST AMENDMENT TO • ' -1LOYSUIrw Cil"NSILTATIfM SERVICES by and between the CITY OF TEMPLE CITY and Dated August 15, 2012 RIV 93840-1328-2571 v] FIRST AMENDMENT TO AGREEMENT FOR HOUSING CONSULTANT SERVICES This First Amendment to Agreement for Housing Consultant Services ("First Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and Willdan Engineering, a California Corporation ("Consultant"), as follows: RECITALS A. City and Consultant entered in an Agreement for Housing Consultant Services on September 20, 2011 ("Agreement"), The Agreement provides that Consultant will provide grant administration services. B. Section 10 of the Agreement provides for compliance with applicable laws, permits and licenses. C. This First Amendment amends Section 10 to incorporate the certifications, laws and contractual clauses as identified in Attachment A. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 Compliance with Applicable Laws, Permits and Licenses. Section 10 of the Agreement is hereby amended to incorporate the certifications, laws and contractual clauses as identified in Attachment A. 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains In full force and effect and binding upon the parties. 2.2 Integration. This First Amendment consists of pages 1 through 3 and Attachment A inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment. 2.3 Effective Date. This First Amendment shall not become effective until the date it has been formally approved by the. City Council and executed by the appropriate authorities of the City and Consultant, 2.4 Applicable Law. The lacus of the State of California shall govern the interpretation and enforcement of this First Amendment. R IV #4840-132_8-'_571 v] -2- 2.5 References, All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST: ? I A� A4 rt y F ar? r ty Clerk APPROVED AS TO FORM Eric S. Vail, City Attorney CITY: THE CITY OF TEMPLE crry By: FManager 3ose Pulido, C CONSULTANT: Willdan Engineering By: Name: Daniel Chow Title: President/CEO By: UV I V , t Name: Albert V. Warat Title: Director of Planning RIV #4840-1328-2571 0 -3- ATTACHMENT A SECTION 10, COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (CONTINUED) POLITICAL ACTIVITY/LOBBYING CERTIFICATION Contractor may not conduct any activity, including any payment to any person, officer, or employee of any agency or member of Congress in connection with the awarding of any federal contract, grant, or loan, intended to influence legislation, administrative rule-making or the election of candidates for public office during time compensated for under representation that such activity is being performed as a part of the contract responsibility. COUNTY LOBBY CERTIFICATION It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160, ;Los Angeles County Ordinance 93-0031) and; that all persons/entity/firms acting on behalf of the above named firm have and will comply with the County Code, and; that any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified there from and denied the contract and, shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. NON-DISCRIMINATION Executive Order 11246 requires that during the performance of this Contract, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer. recruitment or recruitment advertising: layoff or termination: rates of pay or other forms of compensation: and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. SECTION 3 REQUIREMENTS Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. Seq., requires that to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area and contracts for work in connection with the project be awarded to business concerns, which are located in, or owned in substantial part, by persons residing in the area of the project. CIVIL RIGHTS ACT ON 1964 Title VI of the Civil Rights Act of 1964 provides that no person shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974 Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall, on the ground race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or he subjected to discrimination under any program or activity funded in whole or in part with funds made available under this Title. PROHIBITION OF AGE DISCRIMINATION Prohibition against discrimination on the basis of age under the Ave Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. Community Development Commission ,_ ;'s County of Los Angeles COUNTY LOBBYIST CODE CRAFTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm' Willdan Date: Addr— 13191 Crossroads Parkway North, Industry, State: C Zip Code: 91746 Phone t (56)23 909-6200 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles: 1) it is understood that each personlentity/firm who applies for a Community Development Commission contract, and as pact of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160, (Los Angeles County Ordinance 93-0031) and; 2) That all persons/entitias/firms acting on behalf of the above named firm have and will comply with the Counr} Code, and; 3) That any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract and, shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angles. Authorized Official: Namcm- tet -Y zt Title: nirnntnr of PI p.ip,g Sigmuur• Date: 6l y/`� Agri 1-12 Hav+aHan Gardens Page 13 SECOND AMENDMENT TO Professional Services Amement by and between the CI'T'Y OF TEMPLE CITE', A municipal corporation and WILLDAN ENGINEERING, A California corporation Dated November G, 2012 iA #z$; i 330-10Iv i SECOND AMENDMENT TO AGREEMENT FOR HOUSING CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND WILLDAN ENGINEERING This Second Amendment to Consultant Services ("Second Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and WILLDAN ENGINEERING, a California corporation ("Consultant"), as follows: RECITALS A. City and Consultant entered in a Consultant Services Agreement on September 20`h, 2011 ("Agreement"), The Agreement provides that Consultant will provide housing consultant services for the City's Home Improvement Program that utilize EECBG, CDBG and CDBG-R funds. B. A First Amendment to the Agreement was entered into on August 15, 2012 ("First Amendment"). The First Amendment added necessary language required for federally - funded projects. C. Exhibit "A" of the Agreement provide the Scope of Services to be performed by Consultant. D. Section 4 and Exhibit `B" of the Agreement provide that the maximum compensation under the Agreement shall not exceed $60,000.00. E. This Second Amendment amends the Agreement to add additional services to be provided by Consultant and increases the maximum compensation to $125,000.00. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 COMPENSATION. 1.1.1 Section 4 of the Agreement is hereby amended as follows: The second sentence of Section 4, subparagraph (a) of the Agreement is amended to read as follows: "The total compensation, including reimbursement for actual expenses, shall not exceed ONE HUNDRED LA#4833-5367.1441 vl -2- TWENTY-FIVE "THOUSAND DOLLARS ($125,000.00), unless additional compensation is approved in writing by the City Council er City Manager." 1.1.2 Section "IV" ("Total Compensation) of Exhibit "I3" to the Agreement is hereby amended to read as follow=s: "The total compensation for the Services .;hall not exceed $125,000.01, as provided in Section 4 of this Agreement." 12 SCOPE OR SERVICES, 1.2.1 Exhibit "A" to the Agreement is hereby amended to read as shown on Exhibit °A" attached hereto and incorporated herein by reference, 2. GENERAL PROVISIONNS, 2,1 Remainder Unchanged. Except as specifically modified and atneuded in this Second Amendment, ttre Agreement remains in fol; =once and effect and binc:tng upon the pal tics. 2.2 Integration. This Second Amendment consists of pages I through 4 inclusive, which constitute the entiSe understanding and agreement of the partie, and supersedes all negotiations or previous agreements between the par0&s with respect to all orany part of the transaction discussed in this Second Amendment. 2.3 Effective Date. This Second Amendment shall not become effective until [he date it has been formally approved by the City Coancil and executed by tF.e appropriate authorities of the City and Consultant. 2 ,�t Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment, 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have file same meaning as provided in the Agreement, unless expressly stated to the, contrary in this Second Amendment. LA a4833-5367 1441 11 -3- IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. CITY: TEE CITY OF TEMPLE CITY By: Jose Pulid - Manager ATTEST: Peggy Clerk APPROVED AS TO FORM uric S. Vail, City Attorney CONSULTANT: W ILLDAN ENGINEERING By: " Y . UJAA� Name. Albert V. Warot Title: planning Director LA44833-5361-1441 V1 -4- By: Name: Daniel Chow Title: president EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Review and amend the City's Home Improvement Program's Guidelines and Procedures manual to comply with the CDC's requirements. B. Process CDBG loans in accordance with CDC's guidelines. C. Process EECBG grants in accordance with HUD guidelines. D. Process CDBG-R grants in accordance with CDC's guidelines.\ E. Assist the City with labor compliance for the City's American with Disabilities Act (ADA) Access Ramp and Sidewalk improvement Project. F. Assist the City with the administration and implementation of the City's Community Development Block Grant programs. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Assist City staff with revising the City's Home Improvement Program Guidelines and Procedures manual. B. Expend $299,015 of the City's CDBG FY 2012-13 funds for approximately ten (10) home improvement loans to single family properties. C. Expend $120,000 of the City's EECBG funds on energy efficient improvements to nine (9) single family properties. D. Expend $22,000 of the City's CDBG-R grants on energy efficient improvements to five (5) single family properties. III. During performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Assist City staff with a revising the City's Home Improvement Program Guidelines and Procedures manual that will be approved by the CDC. B. Provide City staff with monthly status report of CDBG projects scheduled, pending under construction, and/or completed. C. Provide City staff with monthly status report of EECBG projects scheduled, pending under construction, and/or completed. LA #4833-5367-1441 N 1 -5- D. Provide City staff with monthly status report of CDBG-R projects scheduled, pending under construction, and/or completed. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: A. Assist City staff with updating the City's Home Improvement Program Guidelines and Procedures manual by October 31, 2011. B. Process nine (9) EECBG energy efficient grants by June 30, 2012. C. Process five (5) CDBG-R green grants by March 30, 2012 E. Process approximately ten (10) CDBG loans by June 30. 2013. V. Consultant will utilize the following personnel to accomplish the Services: A. Micheal Neal, Housing Program Specialist B. Sandi Medrano, Housing Program Specialist C. Patrick Goode, Project Manager [7 VI. Consultant will utilize the following subcontractors to accomplish the Services: A. Aryn Sieber, Energy Retrofit Specialist B. Mabell Paine, Energy Grant Compliance C. 17 VII. AMENDMENT The Scope of Services, including services, work products, and personnel, are subject to change by mutual Agreement. in the absence of mutual Agreement regarding the need to change any aspects of performance, Consultant shall comply with the Scope of Services as indicated above. LA 84833-5367-1441 vl -6-