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HomeMy WebLinkAboutAGMT - DMS Property Mgmt. Keller Williams (Professional Service Agreement)UNITED STATES PQSTA4 SERVICE First -Class Mail ,1„i Postage & Fees Paid USPS Permit No. G -10 • Sender: Please print your name, address, and ZIP +4 _ ® _in this box* City Clerk Robin Roberts City of Seal Beach 211 Eighth Street pn Seal Beach, CA 90740 v LD USPS TRACKING# CITY CLERK IIIIIIII I�IIIIII�I�I Iltlll lil Cl OF S1iiBEACH • Complete Items 1', 2, and 3. • Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, or on the front if space permits. Delight Sittman DMS Property Managements P.O. Box 578 Los Alamitos, CA 90720 IIIIIIIII fill IIIII IIII IIIII IIIIIIIIIII III II Ill 9590 9403 0167 5120 8927 96 001,14410 936 Ps Form 3811; April 2015 PSN 7530 -02- 000 -9053 I I , i l I: ! i 1 i 1 1 1 1 1 1 it I A. 0 B. R€cefved b (;ted Name) C. Date ol Delivery Og 1 i2 D. Is delivery address different from itern 17 ❑ Yes It YES, enter delivery address below: 0 No f J. Service Type 0 Pnoriry Mall Express® ❑ Adult Signature ❑ Registeed Mall^ ug Signature Restricted Delivery C3 Registered Mail Restrict. 'fled Mel:® - D Cetltled Mal Restricted Delivery 11 Collect on Delivery D Cared on Delivery Restricted Delivery ❑ Signs ure mnelion" n.r ^strew Mall. ❑ Signature Conflnnation lg `^:i Meil Restricted Delivery, ! i Resvicled Delivery Domestic Return Receipt U.S. Postal Service,, CERTIFIED MAIL,tn RECEIPT (Domestic Mail Only; No Insurance Coverage Provided) N9 Postage COMM Fee V Postmark Return Receipt Fee Here (Endomment Required) Restricted Delivery Fee (Endorsement Required) Delight Sittman DMS Property Management P.O. Box 578 Los Alamitos, CA 90720 Certified Mail Provides: • A mailing receipt • A unique Identifier for your mailpiece • A record of delivery kept by the Postal Service for two years Important Reminders: • Certified Mail may ONLY be combined with First -Class Mail$ or Priority Mail& • Certified Mail Is not available for any class of international mail. • NO INSURANCE COVERAGE IS PROVIDED with Certified Mail. For valuables, please consider Insured or Registered Mail. • For an additional fee, a Return Receipt may be requested to provide proof of delivery. To obtain Return Receipt service, please complete and attach a Return: Receipt (PS Form 3811) to the article and add applicable postage to cover the. fee. Endorse mailpiece'Return Receipt Requested'. To receive a fee waiver for a duplicate return receipt, a USPSO postmark on your Certified Mail receipt is required. • For an additional fee, delivery may be restricted to the addressee or addressee's authorized agent. Advise the clerk or mark the mailpiece with theme endorsement 'Restricted De livery'. • If a postmark on the Certified Mail receipt is desired, please present the arti- cle at the post office for postmarking. If a postmark on the Certified Mail, receipt is not needed, detach and affix label with postage and mail. IMPORTANT: Save this receipt and present it when making an inquiry. PS Form 3e00, August 2006 (Reverse) PSN 7530 -02 -000 -9047 ■ Complete items 1, 2, and 3. ■ Print your name and address on the reverse so that we can return the card to you. ■ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed t.- -- _ ... . Delight Sittman DMS Property Managemen P.O. Box 578 Los Alamitos, CA 90720 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 9590 9403 0167 5120 8927 96 7D14 A. Signature X t7 Agent n a.t.t— . D. Is delivery address different from item 1? 1:1 Yes It YES, enter delivery address below: ❑ No t i l J. Service Type ❑ Priority Mall Express® ❑ Adult Signature D Registered Mail— � ufl Signature Restricted Delivery ❑ Registered Mall Restricted, 'eed Mal® Delivery ❑ CedH'�ed Mail ResMOtad Delivery Return Receipt for ❑ Collect on Delivery Merctrendlse ❑ Collect on Delivery Restricted Delivery 11 Signature ConflrmationTM n tno, .an mail D Signature Confimution 9368 w' 1 Restricted Delivery Restricted Delivery PS Form 3811, April 2015 PSN 7530 -02- 000 -9053 Domestic Return Receipt PS Form 3811, April 2015 PSN 7530 -02- 000 -9053 Domestic Return Receipt UNITED STATES POSTAL SERVICE First -Class Mail Postage &Fees Paid USPS Permit No. G -10 • Sender: Please print your name, address, and ZIP +4® in this box• City Clerk Robin Roberts City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 USPS TRACKING# NII�YIIIIVIIUIItl�IYHNV 9590 9403 0167 5120 8927 93 • Complete Items 1, 2, and 3. • Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, Delight,Sittman DMS Property Management - Keller Williams 10900Los Alamitos Blvd. Los AJ mitos, CA 90720 SIM II I IIIIII I9II VI I I I II I II I II I I IIIlII I I I IIII i III 9590 9403 0167 5120 8927 41 7007 0710 0003 5563 2576 �v t�-( 11 Agent 1 ❑ Addressee by (PHated Name) I C. Date of Delivery Idlest; different from Item 19 ?S.1 Yes r delivery address below. 0 No ,-)D30 3. Service Type D grtorily Mall Expresso D Adult Signature 0 Reglstarad Mall^ D/W It Signature Restricted Delivery =Uflsd 0 q Istered Mall Restrlcted WHO Wary • Gorged Mall Resaklsd Delivery Return Receipt for • collect m Delrosry erd tse D Collect on Delivery Resricted Deliver/ D Signature Confirmation"' .,..__._..gall ❑ Signature Conflnnatlon '.tall Resricted Delhory am Restricted Delivery 3811.1 April 2015 PSN;'7mo u2 -000 8o58l I I I l I i Domestic Return Receipt UNITED STATES POSTAL SERVICE I I II First -Class Mail Postage $Fees Paid USPs Permit No. G -10 • Sender: Please print your name, address, and ZIP +4® in this box, City Clerk Robin Roberts City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 �Ibl@�'II�WNP1�1110111 9590 9403 0167 5120 8927 41 NIX) m O 0 IT 0 N m m w W N W D f O :O �i O<a m Q U Ir: E A Q N O J it i `i Njj In tvii} m t�I 1il n uI a' mO o ¢ c� tl m W J S %Nn 0 0 m Q U Ir: E A Q N O J it i `i Njj In tvii} m t�I 1il n uI a' IB ° dIUI 1 m �9 Lluf phi u:n N•=-^ x•IO Y0.IIrl -1-, ma; h•h�" Ip J VI IN 9 i:6 I ;4 ut 111 � rl2• u� 3% •1, �- ul 1 a;= rI C1 .IQ . VI Imo. Z: 1•a nex I`' y m3: U -9 ul O d! Tl:, d R. -1111 11- U. -1 T~ =I FI _.Im._� ... F• ul In "C AyI 0 y! 0ILI IJ m Q U Ir: E A Q N O J it i `i Njj In tvii} m t�I 1il Sent by Certified Mail August 2, 2016 Delight Sittman DMS Property Management— Keller Williams 10900 Los Alamitos Blvd3191 D. Airport Loop Los Alamitos, CA 90720 Re: TERMINATION OF PROFESSIONAL SERVICES AGREEMENT (FOR PROPERTY MANAGEMENT) Dear Delight Sittman: Pursuant to that certain Professional Services Agreement ( "Agreement ") dated August 12, 2014, the City of Seal Beach ("City ") engaged DMS Property Management - Keller Williams, for property management services ( "Services"). Section 2.1 of the Agreement provides that the City may terminate the Agreement, without cause, or by DMS Property Management — Keller Williams based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. At their July 25, 2016 regular meeting, the City Council of the City of Seal Beach authorized execution of an agreement for the retention of Westridge Commercial, Inc. to provide property management services. This letter constitutes the City's written notice of termination of the Agreement with DMS Property Management — Keller Williams, with an effective termination date of September 3, 2016, at 12:00 a.m. The City appreciates the services provided by DMS Property Management — Keller Williams and looks forward to working with you during this transition period. In accordance with Section 4.2 of the Agreement, Director of Finance /City Treasurer Vikki Beatley. will be contacting you within the next week to discuss the plans for this transition including inspection and return of all documents and other property of the City pertaining to this Agreement. Thank you for your services, and good luck in your future endeavors. Sincerely, )iR City Manager /\• JURM 1 1 U.S. Postal Service,,., CERTIFIED MAIL.,., RECEIPT 1 I (Domestic Mail Only; No Insurance Coverage Provided) ¢ W 1 —M. IF, o7�d_ el atwww.usp_s.come /ivery�mto_rmallo—n7visitoupwebsite €1_I _ _ �� ° °1 Q Postage $ °al� 91 — Certified Fee —.. Here _ _ _ E3 i M Restri�ed Delivery Fee mal _._.... .._ (Endorsement Required) Lr C:11 M LrI �1 - w W g 01� _ Delight n 1 1 Property 1 1 ...._ _.._.._ 1900 Los Alamitos Blvd. Airport Loo � 1 1 1 . Alamitos, 90720 Certified Mail Provides: • A mailing receipt • A unique identifier for your mailpiece • A record of delivery kept by the Postal Service for two years Important Reminders: • Certified Mail may ONLY be combined with First -Class Mail® or Priority Mail®. • Certified Mail is not available for any class of international mail. • NO INSURANCE COVERAGE IS PROVIDED with Certified Mail. For _ valuables, please consider Insured or Registered Mail • For an additional fee, a Return Receipt may be requested to provide proof of delivery. To obtain Return Receipt service, please complete and attach a Return Receipt (PS Form 3811) to the article and add applicable postage to cover the fee. Endorse mailpiece'Return Receipt Requested'. To receive a fee waiver for a duplicate return receipt, a USPSO postmark on your Certified Mail receipt is requned. • For an additional fee, delivery may be restricted to the addressee or addressee's authorized agent. Advise the clerk or mark the mailpiece with the " endorsement 'Restricted Delivery. • If a postmark on the Certified Mail receipt is desired, please present the arti- cle at the post office for postmarking. If a postmark on the Certified Mail receipt is not needed, detach and affix label with postage and mail. IMPORTANT: Save this receipt and present it when making an inquiry. - PS Form 3800, August 2006 (Reverse) PSN ]530 -0 &000 -904] • Complete items 1, 2, and 3. • Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, or on the front if space permits. X I 0 !Agent of Delivery n- Ic delivery address different from Item 17 LJ Ya: YES, enter delivery address below: p No Delight Sittman DMS Property Management - Keller Williams 10900 Los Alamitos Blvd. 3191 D. Airport Loop 'Los Alamitos, CA 90720 II I IIIIII IIII III I I I II I II III I I IIIII II I I II III III 9590 9403 0167 5120 8928 02 ,_O_AMirin. Alumhnr . fn nefur_I- ---..I 7014 0150 0001 4410 5117 PS Form 3811, April 2015 PSN 7530 -02- 000-9053 _. !Ice Type ❑ Priority Mall Express® ❑ Adult signature ❑ Registered Mall- ❑ un signature Restricted Delivery ❑ Registered Mall Restricted, Certified Mails • Certified Mal Restricted Delivery • Collect on Delivery • Collect on Delivery ResMcted Delivery Mall Mall Restricted Delivery �D.Ilvery Return Receipt for X Merchandise ❑ signature Confirmation"' ❑ signature Confimation Restricted Delivery Domestic Return Receipt UNITED STATES POSTAL SERVICE First -Class Mail Postage 8 Fees Paid USPS Permit No. G -10 • Sender: Please print your name, address, and ZIPW in this box* City Clerk Robin Roberts City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 III@YIIIIVIVflV��IIPaN 9590 9403 016? 5120 8928 PROPERTY MANAGEMENT SERVICES AGREEMENT between City of Seal Beach 211 8th Street Seal Beach. CA 90740 0 DMS Property Management — Keller Williams 10900 Los Alamitos Blvd, Los Alamitos, CA 90720 562 - 626.8600 This Professional Service Agreement ( "the Agreement') is made as of August 12, 2014 (the "Effective Date "), by and between DMS Property Management — Keller Willianms ( "Consultant')and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 1 of 12 Error! Unknown document property name. RECITALS A. City desires certain property management services. B. Consultant represents that it is qualified and able to provide City 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 must do everything reasonably necessary for the proper management of City property. Consultant must timely respond to all tenant requests and negotiate with tenants on behalf of City. Consultant must use all reasonable efforts to assure tenant compliance with the terms of their leases; including, but not limited to, periodically inspecting the properties, supervising property maintenance and repairs, and arranging for such improvements, alterations, and repairs as may be required by City. No single improvement, alteration, or repair costing more than $300 shall be made by Consultant without City's prior authorization, with the exception of emergencies requiring immediate repair or alteration when City is not available for consultation, in which case, Consultant shall take such actions as are reasonably needed to secure and maintain City property. 1.3. 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 City. 1.4. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.5. Consultant is not authorized to practice law. Where legal assistance is necessary to Consultant's performance of this Agreement, including but not limited to enforcing the collection of rent or eviction of a tenant, Consultant must obtain legal assistance through the City Attorney. Any legal action shall be undertaken in the City's name only. City shall bear all legal expenses, including the cost of counsel, except as otherwise provided in this Agreement. 1.6. Consultant must deposit monies collected by Consultant on behalf of City into a building operation account that is separate and apart from Consultant's funds in a state or national bank wherein deposits are insured by an agency of the Federal Government. Consultant must remit to City at the address specified in this Agreement 2of10 Error! Unknown document property name. or as City may otherwise direct in writing the net amount of all funds collected for City's account, which shall be the gross collections from City property less all authorized expenses, operating, funds, and reserves. Consultant must also deliver to City a statement showing all receipts and disbursements for the month reported, together with supporting documentation. 1.7. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager 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 City Council authorization. 2.0 Term & Termination 2.1. This term of this Agreement shall commence as of the Effective Date and shall continue until terminated as provided by this Agreement. 2.1. This Agreement may be terminated by City, 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. 2.2. This Agreement may be terminated by City 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. 3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit B for the Services. Any additional work authorized by the City pursuant to Section 1.7 will be compensated in accordance with the fee schedule set forth in Exhibit B. 4.0 Method of Payment 4.1. Consultant shall submit to City 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. City will pay Consultant within 30 days of receiving Consultant's invoice. City 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 City, Consultant shall allow City or City'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. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 3of10 Error! Unknown document property name. 5.0 Party Representatives 5.1. The City Manager is the City's representative for purposes of this Agreement. 5.2. Delight Sittman is the Consultant's primary representative for purposes of this Agreement. 6.0 Notices 6.1. 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 City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: DMS Property Management — Keller Williams 10900 Los Alamitos Blvd. Los Alamitos, CA 90720 Attn: Delight Sittman 6.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 7.0 Independent Contractor 7.1. Consultant is an independent contractor and not an employee of the City. 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 City 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. 7.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a 4of10 Error! Unknown document property name. result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 8.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 9.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 10.0 Insurance 10.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. 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 City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.2. 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 City. 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 City, (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. 10.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days 5of10 Error! Unknown document property name. prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, 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 City, 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 City, 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 City, its directors, officials, officers, employees, agents 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. 10.4. 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 City, its directors, officials, officers, employees, agents, and volunteers. 10.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, 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. 11.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") 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 City. 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 City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses 6of10 Error! Unknown document property name. 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 City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 12.0 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. 13.0 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. 14.0 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. 15.0 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. 16.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 17.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 18.0 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 7of10 Error! Unknown document property name. service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 19.0 Prohibited Interests; Conflict of Interest 19.1. Consultant covenants as follows: 19.1.1. Consultant 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. In performance of this Agreement, no person having any such interest shall be employed by it. 19.1.2. To its information and belief, Consultant has neither contracted with nor is performing any services directly or indirectly for any developer, property owner, firm, or partnership owning property in the City during the term of this Agreement. Notwithstanding the foregoing, City acknowledges that Consultant manages and operates on Marina Drive in the City of Long Beach, the following properties — Alamitos Bay Landing, Alamitos Bay Marine Center, Crab Pot Restaurant, and Farmers Market —and that neither the continued management nor operation of these properties violates the provisions of this paragraph. 19.2. Consultant shall avoid the appearance of having any interest that 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 City on any matter in connection with which Consultant has been retained. 19.3. Consultant 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, City 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. 19.4. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, 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 City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this subsection. 8of10 Error! Unknown document property name. 20.0 Treatment of Information and Records 20.1. Consultant must maintain as confidential rand not disclose to any third party any and all information it gains in performance of this Agreement unless otherwise permitted or directed by City in writing. Consultant, its officers, employees, agents, and subcontractors must not voluntarily provide declarations, letters of support, testimony at depositions, responses to interrogatories, or other information concerning City property in any way to a party whom Consultant knows or reasonably should know is or may be adverse to City in any current or subsequent litigation. Consultant shall not incur any liability under this paragraph for materials it submits that is later released by City. Consultant shall not incur any liability for statements it makes at any public meeting, or for the release of any document for which prior City's prior written authorization was obtained. 20.2. If Consultant or any of its officers, employees, consultants, or subcontractors voluntarily provides or discloses any information in violation of this Agreement, Consultant must reimburse and indemnify City for any damages caused by Consultant's violation, including without limitation all attorneys' fees incurred by the City in connection therewith. 20.3. Consultant must promptly notify City if Consultant, its officers, employees, agents, or subcontractors, or any of these are served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or any other discovery requests from any party regarding this Agreement or the Services. City retains the right, but not the obligation, to represent Consultant and /or be present at any deposition, hearing, or similar proceeding. Consultant must cooperate fully with City and provide City with a reasonable opportunity to review any response Consultant makes to any discovery requests. City's right to review any such response shall not be construed to give City the right or obligation to control, direct, or rewrite said response. 20.4. City warrants that Consultant will have fully met the requirements of this Section by obtaining City's written approval prior to provided documents, testimony, or declarations; consulting with City before responding to a Subpoena or court order; in the case of depositions upon providing City notice of same, or providing City opportunity to review discovery responses prior to submission. For purposes of this Section, a written authorization from City shall include a "faxed" letter or e-mail from the City Manager or City Attorney. 21.0 Attorneys' Fees If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 9of10 Error! Unknown document property name. 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. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH ,1wn U Jill R. lngrarr�j City Manager Attest: By: Linda evine City Clerk Approved as to F M L. Flower By: 0 i Deli ht Sittman Keller Williams - Broker 10 of 10 Error! Unknown document property name. EXHIBIT A SCOPE OF SERVICES 1. NATURE OF SERVICES REQUIRED a. General: The property management firm has been selected to perform the following tasks: Lease and lease renewal. Negotiations with the goal of maximizing revenues to the City ii. Collect and remit rent to the City iii. Provide services to address delinquencies and evictions iv. Actively advertise and show vacant space V. Manage compliance with lease agreements vi. Prepare monthly activity and financial statements vii. Provide primary contact for tenant needs viii. Submit recommendations to the City on potential improvements to improve revenues from City owned properties b. Special Services: At the discretion of the City, the property management firm may be requested to undertake additional work outside of those tasks identified in Section a. 2. DESCRIPTION OF THE PROPERTY /LEASES. Consultant shall provide property management services for the property owned by City at 4197 Ironwood Avenue, Seal Beach, CA 90740. 3. ASSISTANCE TO BE PROVIDED TO THE PROPERTY MANAGER. Key contact person. The City will assign a key contact person who will work with the property manager on issues that arise related to managing the properties. Exhibit A Error! Unknown document property name. EXHIBIT B SCHEDULE OF REAL ESTATE COMMISSIONS The following is a schedule of real estate commissions for transactions in which Consultant participates. Property Management Fee 6% of monthly gross rents 2. Lease Commissions a. $500 to reciprocating broker through MLS if needed. 3. Evictions — Owners Cost Exhibit B Error! Unknown document property name.