16-0719_NEW TURTLE ISLAND_ Personal Services Agreement 2nd AmdSECOND AMENDMENT TO
PERSONAL SERVICES AGREEMENT
THIS SECOND AMENDMENT TO THE PERSONAL SERVICES AGREEMENT
t))etween the CITY OF SAN JUAN CAPISTRANO ("City") and NEW TURTLE ISLAND
~"Consultant") is made and entered into, to be effective the 191h day of July, 2016, as
1iollows:
RECITALS
WHEREAS, the City and Consultant have entered into that Personal Services
Agreement dated July 17, 2012, for grant administration services for the City's Owner
Occupied Rehabilitation Loan Program (the "Agreement"); and
WHEREAS, on April 7, 2015, the City and Consultant entered amended the term
and compensation of the Agreement (the "First Amendment"); and
WHEREAS, the City and Consultant now desire to amend the Agreement to extend
the term, revise the scope of work, and modify the indemnity and insurance provisions of
~he Agreement (the "Second Amendment").
SECOND AMENDMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained therein, the City and Consultant agree to amend the Agreement as follows:
Section 1. Section 1 "Scope of Work" of the Agreement is hereby amended to
include the administrative policies provided as Exhibit "A" to this amendment.
Section 2. Section 2 "Term" of the Agreement is hereby amended in its entirety to
read as follows:
''This agreement shall commence on the effective date and shall terminate, and all service
required hereunder shall be completed, no later than June 30, 2018."
Section 3. Section 13 "Indemnity" of the Agreement is hereby amended in its
entirety to read as follows:
"a. To the fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its
officials, officers, employees, agents and volunteers free and harmless from any
and all claims, demands, causes of action, suits, actions, proceedings, costs,
expenses, liability, judgments, awards, decrees, settlements, loss, damage or
injury of any kind, in law or equity, to property or persons, including wrongful
death, (collectively, "Claims') in any manner arising out of, pertaining to, or
incident to any alleged acts, errors or omissions, or willful misconduct of
Consultant, its officials, officers, employees, subcontractors, consultants or
agents in connection with the performance of the Consultant's services, the
f·l002o.:
61147.00000\28694736.3
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Project or this Agreement, including without limitation the payment of all
consequential damages, expert witness fees and attorneys' fees and other
related costs and expenses. Notwithstanding the foregoing, to the extent
Consultant's services are subject to Civil Code Section 2782.8, the above
indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to
Claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Consultant. Consultant's obligation to indemnify shall
not be restricted to insurance proceeds, if any, received bv the City, its officials,
officers, employees, agents or volunteers.
b. Additional Indemnity Obligations. Consultant shall defend, with
counsel of City's choosing and at Consultant's own cost, expense and risk, any
and all Claims covered by this section that may be brought or instituted against
the City, its officials, officers, employees, agents or volunteers. Consultant shall
pay and satisfy any judgment, award or decree that may be rendered against the
City, its officials, officers, employees, agents or volunteers as part of any such
claim, suit, action or other proceeding. Consultant shall also reimburse City for
the cost of any settlement paid by the City, its officials, officers, employees,
agents or volunteers as part of any such claim, suit, action or other proceeding.
Such reimbursement shall include payment for the City's attorney's fees and
costs, including expert witness fees. Consultant shall reimburse the City, its
officials, officers, employees, agents and volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by the City, its
officials, officers, employees, agents and volunteers."
Section 4. Section 14.4 "Proof of Insurance Requirements/Endorsement" of the
Agreement is hereby amended in its entirety to read as follows:
"Prior to beginning any work under this Agreement, Consultant shall submit the
insurance certificates, including the deductible or self-retention amount, and an additional
insured endorsement naming City, its officers, employees, agents, and volunteers as
~dditional insured as respects each of the following: Liability arising out of activities
performed by or on behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant; premises owned, occupied
br 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 City,
rts officers, employees, agents, or volunteers. The Commercial General Liability Policy
and Automobile Policy shall each contain a provision stating that Consultant's policy is
primary insurance and that any insurance, self-insurance or other coverage maintained by
the City or any named insureds shall not be called upon to contribute to any loss."
Section 5. Remaining Provisions. All other provisions of the Agreement not
amended hereunder shall remain in full force and effect.
[Signatures on following page]
61147.00000\28694736.3 -2-
SIGNATURE PAGE TO SECOND AMENDMENT TO
PERSONAL SERVICES AGREEMENT BETWEEN
CITY OF SAN JUAN CAPISTRANO AND NEW TURTLE ISLAND
k.PPROVED AS TO FORM :
~11 47.0000 0\28 6 94 736.3 -3 -
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CITY OF SAN JUAN CAPISTRANO
C7 ·-A-(-;nL. t:>f\.1 > By:_~L---~------
Benjamin Siegel,
City Manager
: Patrick Paitt
: New Turtle Island Owner
OWNER OCCUPIED REHABILITATION PROGRAM
ADMINISTRATIVE POLICIES AND DOCUMENTS
The City will implement the following policies regarding consultant activity to ensure all
future interaction remains clear and avoids conflict. These operational policies will be in
addition to the requirements established in the Owner Occupied Rehabilitation Program
guidelines.
OOR Policy 1: All communication between the City's Owner Occupied Rehabilitation
consultant and the home owner or contractor is to be in writing, or followed up by the
City's Owner Occupied Rehabilitation consultant with a written summary of the
communication within 24 hours from the meeting. If any person has a discrepancy in
the written summary, they will need to respond with their recollection of the
communication within 24 hours of receiving the written summary, and request to
clarify. If the discrepancy cannot be remedied in writing, a meeting will be set up to
clarify the communication, and the clarification will be written up by the City's Owner
Occupied Rehabilitation consultant and redistributed within 24 hours from the
meeting.
OOR Policy 2: The City's Owner Occupied Rehabilitation consultant will reply to any
communication within five working days of receiving the communication. A reply
acknowledging receipt of the communication is sufficient if more time is required for
a more thorough reply. However, if more time is necessary, the Owner Occupied
Rehabilitation consultant shall provide a timeframe for when additional information
will be provided.
OOR Policy 3: Contract documents will not be prepared or signed by any participant
of the City's Owner Occupied Rehabilitation program (home owner, contractor, or
consultant) until final authorization to expend funds is received by the state.
OOR Policy 4: All contract and loan documents will be delivered or mailed to the
home owner and contractor within 24 hours of full execution by both parties.
OOR Policy 5: Upon receiving an invoice from a contractor, the City's Owner
Occupied Rehabilitation consultant will prepare a Payment Authorization form and
mail the form to the home owner within 72 hours of receiving the invoice. The Owner
Occupied Rehabilitation consultant will prepare a written explanation with each form
regarding the process necessary for the specific authorization form. For example, a
form may solely need to be signed by the homeowner, if satisfied with the work and
submitted to the City for payment, while others may require an inspection which
requires a meeting be arranged between the home owner, the contractor, and the
City's Owner Occupied Rehabilitation consultant.
The City will provide the following new documents regarding consultant activity to
ensure all future interaction remains clear and avoids conflict. These documents will be
in addition to the documents provided and signed by the homeowner and/or contractor
EXHIBIT A
wHlen participating in the Owner Occupied Rehabilitation Program and in accordance
with the approved guidelines, including, but not limited to the Deed of Trust or
Certificate of Title Authorization for a Lien, Waiver and Indemnification, Notice of Right
to Cancel, Truth in Lending Disclosure, Escrow Instructions, Hazard Insurance naming
the City as Additionally Insured, and Promissory Note.
OOR Document 1: An updated contract template, offered to contractors and home
owners for reference or to use at their discretion, will contain all appropriate state
regulations when required.
OOR Document 2: An acknowledgement form will be drafted for all homeowners and
contractors to sign stipulating that Change Orders are necessary for additional work
or changes in the scope of the work due to conditions discovered during the course
of the project. All discoveries are to be communicated in accordance with OOR
Policy 1.
OOR Document 3: An acknowledgement form will be drafted for all home owners to
sign stipulating that the City's Owner Occupied Rehabilitation program requires a
homeowner to enter into a contract with a single contractor to complete the items on
the work write-up (unless a specialty trade is required which a sub-contractor cannot
be used), and the contract agreement between the homeowner and contractor will
need to be terminated prior to changing contractors for the program.
OOR Document 4: An acknowledgement form will be drafted for all home owners to
sign stipulating that the City's Owner Occupied Rehabilitation consultant ensures the
contractors complete home improvements in accordance with state and local code
requirements; and therefore, if the local or state inspector finalizes a permit, the
consultant will support payment for the permitted and approved work.