HomeMy WebLinkAboutAGMT - Rosenow Spevacek Group (RSG) (Compliance Monitoring Seal Beach Shores) •
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PROFESSIONAL SERVICES AGREEMENT
FOR COMPLIANCE MONITORING AT
SEAL BEACH SHORES TRAILER PARK
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Redevelopment Agency of the Agency of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Rosenow Spevacek Group (RSG) Inc.
309 West 4th Street, Santa Ana, CA 92701-4502
(714) 541 -4585
This Professional Service Agreement ("the Agreement") is made as of June 27, 2011
(the "Effective Date"), by and between RSG, Rosenow Spevacek Group, Inc.
("Consultant"), and the Redevelopment Agency of the Agency of Seal Beach
("Agency"), (collectively, "the Parties").
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RECITALS
A. Agency desires certain professional services.
B. Consultant represents that it is qualified and able to provide Agency with
such services.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
AGREEMENT
1.0 Scope of Services
1 .1 . Consultant shall provide those services ("Services") set forth in the
attached Exhibit A, which is hereby incorporated by this reference. To the extent that
there is any conflict between Exhibit A and this Agreement, this Agreement shall control.
1 .2. Consultant shall perform all Services under this Agreement in accordance
with the standard of care generally exercised by like professionals under similar
circumstances and in a manner reasonably satisfactory to the Agency.
1.3. In performing this Agreement, Consultant shall comply with all applicable
provisions of federal, state, and local law.
1 .4. Consultant will not be compensated for any work performed not specified
in the Scope of Services unless the Agency authorizes such work in advance and in
writing. The Agency Executive Director may authorize payment for such work up to a
cumulative maximum of $10,000. Payment for additional work in excess of $10,000
requires prior Agency authorization.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and shall
continue until terminated as provided by this Agreement.
3.0 Consultant's Compensation
Agency will pay Consultant in accordance with the hourly rates shown on the fee
schedule set forth in Exhibit A for Services but in no event will the Agency pay more
than $ 6500 annually. Any additional work authorized by the Agency pursuant to
Section 1 .4 will be compensated in accordance with the fee schedule set forth in Exhibit
A.
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4.0 Method of Payment
4.1. Consultant shall submit to Agency monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days
of the end of the month during which the services were rendered and shall describe in
detail the services rendered during the period, the days worked, number of hours
worked, the hourly rates charged, and the services performed for each day in the
period. Agency will pay Consultant within 30 days of receiving Consultant's invoice.
Agency will not withhold any applicable federal or state payroll and other required taxes,
or other authorized deductions from payments made to Consultant.
4.2. Upon 24-hour notice from Agency, Consultant shall allow Agency or
Agency's agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other records
maintained by Consultant in connection with this Agreement. Agency's rights under this
Section 4.2 shall survive for two years following the termination of this Agreement.
5.0 Termination
5.1 . This Agreement may be terminated by Agency, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2. This Agreement may be terminated by Agency upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement
of comprehensive general liability insurance as required by this Agreement at least 20
days before the expiration date of the previous policy.
6.0 Party Representatives
6.1 . The Agency Executive Director Manager is the Agency's representative
for purposes of this Agreement.
6.2. Becky Caha, Associate is the Consultant's primary representative for
purposes of this Agreement.
7.0 Notices
7.1 . All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the United
States Mail, first class postage prepaid and addressed to the party at the following
addresses:
To Agency: Seal Beach Redevelopment Agency
211-8th Street
Seal Beach, California 90740
Attn: Executive Director
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To Consultant: RSG, Rosenow Spevacek Group Inc.
309 West 4th Street
Santa Ana, CA 92701-4502
Attn: Kathleen Rosenow
7.2. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
8.0 Independent Contractor
8.1 . Consultant is an independent contractor and not an employee of the
Agency. All services provided pursuant to this Agreement shall be performed by
Consultant or under its supervision. Consultant will determine the means, methods, and
details of performing the services. Any additional personnel performing services under
this Agreement on behalf of Consultant shall also not be employees of Agency and shall
at all times be under Consultant's exclusive direction and control. Consultant shall pay
all wages, salaries, and other amounts due such personnel in connection with their
performance of services under this Agreement and as required by law. Consultant shall
be responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
8.2. Consultant shall indemnify and hold harmless Agency and its elected
officials, officers, employees, servants, designated volunteers, and agents serving as
independent contractors in the role of Agency officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from
Consultant's personnel practices. Agency shall have the right to offset against the
amount of any fees due to Consultant under this Agreement any amount due to Agency
from Consultant as a result of Consultant's failure to promptly pay to Agency any
reimbursement or indemnification arising under this Section.
9.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the Agency. Consultant is fully responsible to Agency for the performance
of any and all subcontractors.
10.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of Agency. Any purported
assignment without such consent shall be void and without effect.
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11.0 Insurance
11.1. Consultant shall not commence work under this Agreement until it has
provided evidence satisfactory to the Agency that Consultant has secured all insurance
required under this Section. Consultant shall furnish Agency with original certificates of
insurance and endorsements effecting coverage required by this Agreement on forms
satisfactory to the Agency. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf,
and shall be on forms provided by the Agency if requested. All certificates and
endorsements shall be received and approved by the Agency before work commences.
The Agency reserves the right to require complete, certified copies of all required
insurance policies, at any time.
11 .2. Consultant shall, at its expense, procure and maintain for the duration of
the Agreement, insurance against claims for injuries to persons or damages to property
that may arise from or in connection with the performance of this Agreement. Insurance
is to be placed with insurers with a current A.M. Best's rating no less than A:VIII,
licensed to do business in California, and satisfactory to the Agency. Coverage shall be
at least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001);
(2) Automobile Liability: Insurance Services Office Business Auto Coverage form
number CA 0001 , code 1 (any auto); and, if required by the Agency, (3) Professional
Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000
per occurrence for bodily injury, personal injury and property damage and if Commercial
General Liability Insurance or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this Agreement/location or the
general aggregate limit shall be twice the required occurrence limit; (2) Automobile
Liability: $1,000,000 per accident for bodily injury and property damage; and
(3) Professional Liability: $1 ,000,000 per claim/aggregate.
11 .3. The insurance policies shall contain the following provisions, or Consultant
shall provide endorsements on forms supplied or approved by the Agency to state:
(1) coverage shall not be suspended, voided, reduced or canceled except after 30 days
prior written notice by certified mail, return receipt requested, has been given to the
Agency; (2) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the Agency, its
directors, officials, officers, (3) coverage shall be primary insurance as respects the
Agency, its directors, officials, officers, employees, agents and volunteers, or if excess,
shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage and that any insurance or self-insurance maintained by the
Agency, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant's insurance and shall not be called upon to contribute with it;
(4) for general liability insurance, that the Agency, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect
to the services or operations performed by or on behalf of the Consultant, including
materials, parts or equipment furnished in connection with such work; and (5) for
automobile liability, that the Agency, its directors, officials, officers, employees, agents
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and volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible.
11.4. All insurance required by this Section shall contain standard separation of
insureds provisions and shall not contain any special limitations on the scope of
protection afforded to the Agency, its directors, officials, officers, employees, agents,
and volunteers.
11 .5. Any deductibles or self-insured retentions shall be declared to and
approved by the Agency. Consultant guarantees that, at the option of the Agency,
either: (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the Agency, its directors, officials, officers, employees, agents,
and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of
losses and related investigation costs, claims and administrative and defense expenses.
12.0 Indemnification, Hold Harmless, and Duty to Defend
Consultant shall defend, indemnify, and hold the Agency, its officials, officers,
employees, volunteers and agents serving as independent contractors in the role of
Agency officials (collectively "Indemnities") free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any acts or omissions of Consultant, its employees, or its agents in
connection with the performance of this Agreement, including without limitation the
payment of all consequential damages and attorneys' fees and other related costs and
expenses, except for such loss or damage arising from the sole negligence or willful
misconduct of the Agency. With respect to any and all such aforesaid suits, actions, or
other legal proceedings of every kind that may be brought or instituted against
Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense,
and risk, and shall pay and satisfy any judgment, award, or decree that may be
rendered against Indemnitees. Consultant shall reimburse Agency and its directors,
officials, officers, employees, agents and/or 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 Consultant, the Agency, its directors, officials, officers,
employees, agents or volunteers. All duties of Consultant under this Section shall
survive termination of this Agreement.
13.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex,
sexual orientation, or age. Such non-discrimination includes, but is not limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, or termination.
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14.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be insured
against liability for Workers' Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
15.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both parties.
16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a party shall give the other party any
contractual rights by custom, estoppel, or otherwise.
20.0 Prohibited Interests; Conflict of Interest
20.1 . Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Consultant further
covenants that, in performance of this Agreement, no person having any such interest
shall be employed by it. Furthermore, Consultant shall avoid the appearance of having
any interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant "financially interested" (as provided
in California Government Code §§1090 and 87100) in any decision made by Agency on
any matter in connection with which Consultant has been retained.
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20.2. Consultant further warrants and maintains that it has not employed or
retained any person or entity, other than a bona fide employee working exclusively for
Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to
pay any person or entity, other than a bona fide employee working exclusively for
Consultant, any fee, commission, gift, percentage, or any other consideration contingent
upon the execution of this Agreement. Upon any breach or violation of this warranty,
Agency shall have the right, at its sole and absolute discretion, to terminate this
Agreement without further liability, or to deduct from any sums payable to Consultant
hereunder the full amount or value of any such fee, commission, percentage or gift.
20.3. Consultant warrants and maintains that it has no knowledge that any
officer or employee of Agency has any interest, whether contractual, non-contractual,
financial, proprietary, or otherwise, in this transaction or in the business of Consultant,
and that if any such interest comes to the knowledge of Consultant at any time during
the term of this Agreement, Consultant shall immediately make a complete, written
disclosure of such interest to Agency, even if such interest would not be deemed a
prohibited "conflict of interest" under applicable laws as described in this subsection.
21.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing
party all of its attorneys' fees and other costs incurred in connection therewith.
22.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
23.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said Party and that by his
or her execution, the Consultant is formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first above
written.
SEAL BEACH REDEVELOPMENT CONSULTANT
AGENCY
By: / ctt
By: '1 ? ' C
Jill R. Ingram.
Name: }�."Ltf1'i(CCY1 Qoctelovi
Executive Director Its: rC r
Attest:
By: /S ii I iL.. By:
Linda Devine Name:
Agency Secretary
Its:
Approved as tot Forma
By: `I e//s. it
Quinn Barrow
Agency Counsel
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Exhibit A
Scope of Work and
Hourly Rate Schedule
(Dated May 16, 2011)
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•e ) RSG
RSG
INTELLIGENT COMMUNITY DEVELOPMENT ROSENOW SPEVACEK GROUP INC. T 714 541 4585
305 WEST 4TH STREET F 714 541 1175
SANTA ANA, CALIFORNIA E INFO@IWEBRSG.COM
92701-4502 WEBRSG.COM
Via Electronic Mail
May 16, 2011
Mr. Mark Persico
Director of Development Services
CITY OF SEAL BEACH
211 Eighth Street
Seal Beach, CA 90740
EXECUTED CONTRACT & HOURLY RATE ADJUSTMENT REQUEST
Dear Mr. Persico:
Since December 2000, Rosenow Spevacek Group Inc. ("RSG") has been pleased to
provide administration and oversight agreement ("Agreement") services to the City of
Seal Beach Redevelopment Agency regarding the Seal Beach Shores Mobile Home
Park ("Park). During this past year, events have occurred that have resulted in RSG
working beyond the scope of work as set forth in the existing Agreement. Since we
believe that the additional services provided by RSG will continue to be needed by the
Agency, RSG would like to request a separate contract to provide such ongoing
administrative services over and above the scope of work detailed in the Agreement.
Our current Agreement with the Agency consists of performing the following services:
Oversight Agent
• Review borrower's financial statements
• Review final budget
• Review draft budget and activity report
• Review certificate of insurance and make sure policies are in effect
• Annually report to the Agency on the Rent Assistance funds
• Quarterly perform a physical inspection for the project
• Confirm monthly deposit to Trustee and ensure all net operating revenue is in
place
• Review net revenue to budget
• Monthly report for rental assistance fund
• Review Physical Needs Assessment Report
REDEVELOPMENT PLANNING
REAL ESTATE ECONOMICS
HOUSING
FINANCING
REAL ESTATE ACOUISITION
ECONOMIC DEVELOPMENT
GOVERNMENT SERVICES
• I
Mr. Mark Persico
Director of Development Services
CITY OF SEAL BEACH
May 16, 2011
Page 2
Program Administrator duties:
• Annually provide written notice of the HUD publication of change in median
income, maximum income and maximum allowable rents
• Review Income Certification, Certification of Continuing Program Compliance for
completeness & accuracy of conclusions
• Review form of application & lease for compliance with the Regulatory
Agreement
• Annual recertification — if needed audit survey of tenants for compliance with
Redevelopment Law
Ongoing Services Required
Throughout the transition of the Park ownership RSG remains available to assist and
advise the Agency on the necessary compliance issues that have and continue to arise.
RSG will assist the ownership and the management company in understanding the
requirements of the Program compliance requirements, as well as attend quarterly
meetings to address specific ownership and park issues as they arise. It is anticipated
that these on-call services covering 2011 will not exceed $6,500.
We have attached a Professional Services Agreement to cover these on-call services.
The billing will be based upon the current hourly fee schedule, as set forth below.
Position /Title with Hourly Rates Current Rates
Principal / Director $ 195.00
Senior Associate 160.00
Associate 140.00
Senior Analyst 110.00
Analyst 100.00
Research Technician Assistant 90.00
Clerical 60.00
We respectfully request that the Agency execute the Professional Services Agreement
attached. Please contact me or Becky Caha with any questions you may have.
Sincerely,
ROSENOW SPEVACEK GROUP INC.
becx_ Cana
Felise Acosta Becky Caha
Principal Associate