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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 -1- 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 - -------_ __,___ 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.