HomeMy Public PortalAbout10) 7G 2nd WILLDAN AGREEMENTAGENDA
ITEM 7.G.
COMMUNITY DEVELOPMENT DEPARTMENT
DATE: November 6, 2012
TO: The Honorable City Council
MEMORANDUM
FROM: Jose E. Pulido, City Manager
Via: Steven M. Masura, Community Development Director 5�
By: Adam L. Gulick, Associate Planner
SUBJECT: SECOND AMENDMENT TO THE CONSULTANT SERVICES
AGREEMENT WITH WILLDAN ENGINEERING TO CONTINUE HOUSING
CONSULTANT SERVICES FOR THE CITY'S HOME IMPROVEMENT
AND COMMUNITY DEVELOPMENT BLOCK GRANT FUNDED
PROGRAMS
RECOMMENDATION:
The City Council is requested to:
a) Review and approve the Second Amendment (Attachment "A") in the amount of
$65,000 to the consultant services agreement with Willdan Engineering
(Attachment "B") to continue assistance with Community Development Block Grant
(CDBG) program administration and provide housing consultant services; and
b) Authorize the City Manager to execute said Second Amendment with Willdan
Engineering (Willdan).
BACKGROUND:
Since 1995, Temple City has offered a low interest Home Improvement Loan
funded by the Community Development Block Grant (CDBG) program. In recent
years, the City offered Handyworker and energy improvement grants funded by
various sources, such as CDBG funds, (former) Redevelopment Agency funds,
and Energy Efficiency and Conservation Block Grant (EECBG) funds.
2. On August 12, 2011, staff circulated a Request for Qualifications (RFQ) with an
August 29, 2011 due date, inviting consultants to submit qualifications to assist the
City in administering its various home improvement programs funded by CDBG,
the (former) Redevelopment Agency and Energy Efficiency and EECBG funds.
City Council
November 6, 2012
Page 2
3. On August 31, 2011, the City Manager and Community Development staff
reviewed the seven received qualifications. At the City Manager's direction, staff
then provided a supplemental exercise for the top two consultants, Willdan and
JWA Urban Consultants, Inc., to better determine the consultant's capacity in
relation to the services needed.
4. On September 8, 2011, the City Manager and Community Development staff
reviewed the supplemental exercise responses and selected Willdan for consultant
services.
5. On September 20, 2011, the City Council approved the consultant services
agreement with Willdan in an amount of $60,000 to assist with CDBG program
administration and provide housing consultant services.
6. On January 17, 2012, the City Council conducted a public hearing and approved
Fiscal Year (FY) 2012-13 CDBG fund allocations of $150,000 for the Housing
Rehabilitation Loan Program and $75,000 for the Asbestos Testing and Removal
Program. The above-mentioned programs are on-going and support the City's
home improvement program, for which Willdan provides consulting services.
7. On May 21, 2012, the Los Angeles County Community Development Commission
(CDC) informed City staff that the City had $421,653 of unexpended CDBG funds
from previous fiscal years that needed to be expended by the end of the calendar
year, or the City could jeopardize losing them due to a provision that limits the City
to having no more than 150% of its annual CDBG allocation. The CDC is the
authorizing body that distributes and oversees the City's CDBG funds.
8. On July 17, 2012, the City Council conducted a public hearing to program the
unexpended CDBG funds. Approved programming of the funds resulted in
increases to the Housing Rehabilitation Loan Program and American with
Disabilities Act (ADA) Access Ramp and Sidewalk Improvement Project (otherwise
known as the ADA Project).
9. On August 15, 2012, the First Amendment (Attachment "B") to the consultant
services agreement was executed to incorporate required certifications, laws and
contractual clauses, as required for federally funded projects.
ANALYSIS:
During the past year under their current contract, Willdan has provided the following
CDBG administration and housing consultant services:
• Processed 10 grants funded by EECBG funds that assisted low-income property
owners with energy improvements to their homes, e.g., new windows, insulation,
etc.;
City Council
November 6, 2012
Page 3
• 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 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 CDC regulations; and
• Assisted with required quarterly and annual reporting for the federally funded
EECBG, CDBG-R and CDBG programs.
Since Willdan is approaching their initial contract limit of $60,000 (Attachment "B"), an
amendment is necessary for service continuation. The Second Amendment (Attachment
"A") increases Willdan's original contract amount by an additional $65,000, allowing
them to process 10 more housing rehabilitation loans (provided by the unexpended
CDBG funds), provide labor compliance for the ADA Project, and other administrative
services for the City's housing and CDBG programs.
CONCLUSION:
It is necessary that this Amendment with Willdan be approved so that the Housing Loan
Program and ADA Project can proceed in providing critical services and facilities to the
community, while also ensuring that use of the $421,653 in federal funds comply with
CDBG and CDC regulations.
FISCAL IMPACT:
There is no fiscal impact for the Second Amendment (Attachment "A"), as the CDBG
programs funds were allocated on July 17, 2012. The use of $65,000 of CDBG funds for
the Second Amendment is in compliance with CDBG regulations.
ATTACHMENT(S):
A. Second Amendment to the consultant services agreement
B. Consultant services agreement between the City of Temple City and Willdan
Engineering, including the First Amendment
SECOND AMENDMENT TO
Professional Services Agreement
by and between
the
CITY OF TEMPLE CITY,
A municipal corporation
and
WILLDAN ENGINEERING,
A California corporation
Dated November 6, 2012
LA #4833-5367-1441 vi
Attachment A
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 WIILLDAN ENGINEERING, a
California corporation ("Consultant"), as follows:
RECITALS
A. City and Consultant entered in a Consultant Services Agreement on September 201h, 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 First 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 v -2-
TWENTY-FIVE THOUSAND DOLLARS ($125,000.00), 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 $125,000.00, 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.
LA #4833-5367-1441 v1 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
LN
ATTEST:
Peggy Kuo, City Clerk
APPROVED AS TO FORM
Eric S. Vail, City Attorney
Jose Pulido, City Manager
CONSULTANT:
WILLDAN ENGINEERING
Name:
Title:
LA #4833-5367-1441 vl -4-
Name:
Title:
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.
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.
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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.
LA #4833-5367-1441 v1 -6-
Attachment B
PROFESSIONAL SERVICES AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
A municipal corporation
and
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 ti+k
day of it r ,-6 e r 2011 by and between the City of Temple City, a municipal corporation
("City") and Willdan 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 Agreement" 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 perform 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
perfonnance 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 pari 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 perforin 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. §§ I101, et sec., 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 terns 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, assigned 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 he/she/they has/have 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 any
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 parties 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.
CITY OF TEMPLE CITY
By: I X
d , City Manager
ATTEST:
Mary A. F andrick
City Clerk
APPROVED A&TO FQAM
in
City Attorney
VVI&Lt A �1n� 7-96
D NSG. e k/
Its:77n1T-3//� Its:Sll�I%�! �d
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
O6y,A W.70/before m�yr aYr� personally appearedGl/r f(/ WiurE� proved to me on
the basis of satisfactory evidence to be the son(s) whose names(s) islare 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
hisiher/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted,
executed the instrument.
1 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.08 r�NNfTTtty V)y(pG
11p1l1K
lasYY
Signat=//\' Ab roms6 � F-10.4013
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) ❑
❑
ATTORNEY=NSERVATOR
❑
TRUSTEE(S)
❑
GUARDIAN'
❑
OTHER
SIGN IS REPRPp
(N E OF SON(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
O .24 pl I before ut �+t ersonally appeared CA.rf,J, proved to me on
the bans of satisfactory evidence to be the pe . on(Y) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacily(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 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
we and correct.
WITNESS my hand and official seal.
Signature:(��C
0. ZRM
CanlntNblett � 1p1�M
(.0-
NORry CgNe1W
Los I
Ih COMM. Exokn FFeib 20, 201
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 DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER /
/ TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GEN L NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CO RVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
FIRST AMENDMENT TO
AGREEMENT FOR HOUSING CONSULTANT
SERVICES
by and between
the
CITY OF TEMPLE CITY
and
WILLDAN ENGINEERING
Dated August 15, 2012
atva4840-1328-2571 vi
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 Wilidan
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 l 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 laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
RIV #4840-1328-2571 VI -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:
Mary Flandrick, 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:
Name: Daniel Chow
Title: President/CEO
By: atk& V W GVvt
Name: Albert V. Warot
Title: Director of Planning
RN#4840-13284571 v1 -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 be 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
•.1
County of Los Angeles
COUNTY LOBBYIST CODE CHAPTER 2.160
COUNTY ORDINANCE NO. 93-0031
CERTIFICATION
Name of Firm
Wi l ldan Date'
Addres,' 13191 Crossroads Parkway North, Industry, r
State: CA Zip Code: 91746 phone No. ( (56112) 908-6200
Acting on behalf of the above named firm, as its Authorized Official, l 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 person/entity/firm who applies for a Community Development
Commission contract, and as pan 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/entities/firms acting on behalf of the above named firm have and will comply
with the County Code, and;
3) That any person/entity/firth who seeks a contract with the Community Development
Commission shall be disqualified therefrom and denied the contract and, shall be liabie 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 Angeles.
Authorized ODiciab
Name IT11
Signar„r..
Tide: Dirantnr n4 01.,.,..j'%M
WlA Date:
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