HomeMy WebLinkAboutAGMT - JWA Urban Consultants (SB Shores Mobile Home Park Occupancy & Affordability Covenants) PROFESSIONAL SERVICES AGREEMENT
Between
SEAL
130
27
NT
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
JWA Urban Consultants, Inc.
609 Deep Valley Drive Suite #200Rolling Hills Estates, CA 90274
This Professional Services Agreement ("the Agreement") is made as of 1-4
2015 (the "Effective Date"), by and between JWA Urban Consult Ant—s—, - Inc.
("Consultant"), a California Corporation, and the City of Seal Beach ("City"), a California
charter city, ("Party" or, collectively, "the Parties").
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RECITALS
A. City desires certain professional services as specified herein.
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, attached hereto and incorporated herein by this reference as
though set forth in full. 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 conditions in the same or similar location and in
a manner reasonably satisfactory to City.
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 City authorizes such work in advance
and in writing. The City Manager may authorize extra work to fund unforeseen
conditions at a cost not to exceed a cumulative amount of$10,000 over the term
of the Agreement and any extension. Payment for additional work costing more
than $10,000 requires prior City Council authorization.
2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall
expire at midnight on June 30, 2018 Unless previously terminated as provided by
this Agreement.
2.1 City, at its sole option, may extend the term of this Agreement once
under the same terms and conditions for a period of up to one year by providing
written notice of such extension to Consultant not less than thirty (30) days prior
to the expiration of the initial term. Any Services performed during any period of
an extension shall be paid according to Section 3.0.
3.0 ConsultanVs Compensation
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City will pay Consultant in accordance with the fee schedule set forth in the
Schedule and Budget of Exhibit A for all Services performed and expenses
incurred in the performance of such Services, but in no event will City pay more
than the total sum of twenty-two thousand five hundred dollars ($22,500) for the
term of this Agreement and any extension set forth in Section 2.1. Any additional
work authorized by City pursuant to Section 1.4 will be compensated in
accordance with the rate schedule set forth in the Schedule and Budget of
Exhibit A.
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 hours' written 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.
5.0 Termination
5.1. This Agreement may be terminated by City, with or without cause,
or by Consultant based on reasonable cause, upon giving the other party written
notice thereof not less than 14 days prior to the date of termination. In the event
that City terminates this Agreement without cause, the City will pay Consultant its
fees and reimbursable expenses incurred up to the effective date of termination.
5.2. 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.
6.0 Party Representatives
6.1. The City Manager is City's representative for purposes of this
Agreement.
6.2. Jack Wong is Consultant's primary representative for purposes of
this Agreement.
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7.0 Nofices
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 City: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: JWA Urban Consultants, Inc.
609 Deep Valley Drive Suite#200
Rolling Hills Estates, CA 90274
Attn: Jack Wong
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
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
perform-ing 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.
8.2. 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 result of Consultant's failure to promptly pay to City
any reimbursement or indemnification arising under this Section.
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9.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of City- Consultant is fully responsible to City 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 City. Any purported
assignment without such consent shall be void and without effect.
11.0 Insurance
11.1. Consultant shall not commence work under this Agreement until it
has provided evidence satisfactory to 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 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 City if requested.
All certificates and endorsements shall be received and approved by City before
work commences. City 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 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 I (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.
11.3. The insurance policies shall contain the following provisions, or
Consultant shall provide endorsements on forms supplied or approved by City to
state: (1) coverage shall not be suspended, voided, reduced or canceled except
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after 30 days prior written notice by certified mail, return receipt requested, has
been given to City; (2) any failure to comply with reporting or other provisions of
the policies, including breaches of warranties, shall not affect coverage provided
to City, its directors, officials, officers, (3) coverage shall be primary insurance as
respects City, its directors, officials, officers, employees, agents and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of Consultants
scheduled underlying coverage and that any insurance or self-insurance
maintained by City, its directors, officials, officers, employees, agents and
volunteers shall be excess of Consultant's insurance and shall not be called upon
to contribute with it; (4)for general liability insurance, that 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 Consultant, including materials, parts or equipment furnished in
connection with such work; and (5)for automobile liability, that 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 Consultant
or for which 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 City, its directors, officials, officers,
employees, agents, and volunteers.
11.5. Any deductibles or self-insured retentions shall be declared to and
approved by City. Consultant guarantees that, at the option of City, either.
(1)the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City, its directors, officials, officers, employees, agents,
and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of
losses and related investigation costs, claims and administrative and defense
expenses.
12.0 Indemnification and Hold Harmless
To the full extent permitted by law, Consultant shall defend, indemnify, and hold
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 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
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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 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.
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.
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, including Exhibits, may only be modified by a
writing signed by both Parties.
16.0 Severabillty
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.
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1800 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 confliqt,.in any manner.
with the performance of the� Services. Consultant shall lint 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.
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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 Mhas
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.
20.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City 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 City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this subsection.
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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.
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 CONSULTANT :
JWA URBAN CONSULTANTS, INC.
By:
JW. Ingram, tity Flan da* By:
e: Ja4k
j I" 5L.Wo_ng
ATTEST: Pre der((
By:
Tina Knapp, City Clerk By: \\f\ VC2
Name: May C. UVo
APPROVED AS TO FORM: Title: Secretary
By:
Craig_k Steele, City
Attorney
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Exhibit A
Letter dated July 7, 2015, from Jack L. Wong,
President, JWA Urban Consultants to Jim Barham,
Director of Community Development, City of Seal
Beach
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July 7, 2015 Will
Mr. Jim Basham JWA URBAN CONSULTANTS
Director of Community Development
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Re: SGC Urban Greening Proposal
Dear Mr. Basham:
JWA Urban Consultants, Inc. (JWA) is pleased to present this Proposal for professional services
related to the Seal Beach Shores (SB Shores) Mobile Home Park occupancy and affordability
covenants as contained within the Regulatory Agreement and Declaration of Restrictive
Covenants and associated documents thereof. We are very familiar with affordable housing
covenants and are confident in the successful completion of this assignment. Pursuant to our
recent conversation, I am submitting this Letter Agreement/Proposal for your consideration,
SCOPE OF WORK:
JWA understands that the City of Seal Beach is seeking a consultant to provide a foiundational
base of reliable information as to the current status of SB Shores Mobile Home Park's
compliance with respect to certain financial and occupancy agreements regulating affordability
covenants. The City wishes to understand the nature of the occupancy of each space and
identification of certified affordability restricted spaces by answering the question "is the current
tenancy of the Seal Beach Shores Mobile Home Park in compliance with the covenants of the
Regulatory Agreement, and if not, why, who are they, and what should be done to rectify, the
situation?" JWA understands that there are also other related questions, such as the history
and use of two funds- i) Rental Assistance Fund and ii) Resident Services Fund.
JWA proposes to assist with the completion of the following tasks in relation to the SB Shores
Mobile Home Park:
1. Develop a baseline inventory of all current leases and/or ownerships of mobile homes and
mobile home park spaces i.e. names, addresses, contact information, income, copy of leases
and other relevant documents, etc.
2. Analyze and determine income eligibility all occupants/households.
3. Provide the maximum household income and maximum allowable rents for Orange County to
determine program eligibility of households at the Very Low-, Low- or Moderate-income
categories.
4. Review and determine the internal accuracy of most recent calculations and conclusions
made by SB Shores with respect to its accuracy of such calculations as currently established,
including the I) conclusion the Qualified Spaces have been rented as specified by the terms of
the Regulatory Agreement and ii) the affordability and occupancy requirements of Article 2 of
the Agency Regulatory Agreement.
5. Review the form of application and lease, used by SB Shores, and/or J & H Asset Property
Management with respect to the Qualified Spaces, to verify compliance with the provisions of
the Regulatory Agreement and with respect to the affordability and occupancy requirements of
Article 2 of the Agency Regulatory Agreement.
6. Review and determine if any report or certificate submitted to the City within the past 24
months pursuant to the Regulatory Agreement or Agency Regulatory Agreement is inaccurate
or incomplete.
7. Review past requests by the Borrower within the past 24 months to withdraw funds from the
Rental Assistance Fund.
8. Review joint requests by the Borrower and Project residents within the past 24 months to
withdraw funds from the Resident Services Fund.
9. Inspect the mobile home park including the clubhouse and other common areas.
10. Complete a baseline report, which outlines the findings and results of work covering the past
24-month period, that contain recommended future action steps to correct program deficiencies.
The purpose of the baseline report is to establish a foundation of understanding and information
from which future work and assessment can be based. The Baseline Report will also contain a
comprehensive listing of information that is accessible of all tenants, tenant information,
application forms, eligibility determination forms, leases, status of the occupant as renter/owner
of mobile home unit, verification of rental status of each mobile home space, etc.
11. Complete two Quarterly Reports for the period January 1, 2015 to March 30, 2015 and for
the period April 1, 2015 to June 30, 2015. The last Quarterly Report-was completed for the
period ending December 31, 2014 by RSG dated April 14, 2015.
As part of the research, JWA will analyze and review current disposition of:
1. Rental Assistance Fund and Resident Services Fund held by the Trustee
2. Mobile Home Park Revenue Bonds Series 2000A dated December 1, 2000
3. Loan Agreement, dated December 1, 2000
4. Regulatory Agreement, dated December 1, 2000; recorded December 21, 2000; Doc
#1989455 (received)
4. Regulatory Agreement and Declaration of Restrictive Covenants, dated December 1, 2000,
recorded December 20, 2000; Doc#20000690068 (received)
5. Amendment of Regulatory Agreement, recorded September 15, 2005; Doc#2005000727559
(received)
5. Revocable Grant Agreement, dated December 1, 2000
6. Income Certifications, Certificates of Continuing Program Compliance and all other reports
and certificates furnished pursuant to the Regulatory Agreement
7. Administration and Oversight Agreement dated December 1, 2000 (received)
8. Site Plan indicating the locations of mobile home spaces, clubhouse, site amenities, etc.
9. Leases, comprehensive listing of all leases for mobile home spaces. JWA currently has
received space leases for Lots 3 D. Cook, Lot 7 Jones, Lot 50 Dawson and Assignment to
Mesner(not Diaz), Lot 57 Brennan, Lot 62 S. Cook, Lot 64 N6rz, Lot 70 Taylor(not Adams), Lot
72 McKee, Lot 105 Campbell, Lot 107 Assignment only from Meehan to Warrecker (no lease),
and Lot 113 Gilliam.
Please note that the City will provide JWA with the above documentation,
The completion of the Scope of Work will require close coordination and dialogue with the City
and it is anticipated that the tasks may need to be modified as work progresses to further
address the needs of the City. JWA is aware of this potential event -and will strive to
accommodate such modifications within its overall budget.
DELIVERABLES:
JWA will provide the following documents in electronic format:
1. Baseline Report: compilation of leases, names of occupants, household income data,
application forms, etc.
2. Quarterly Reports for 1st and 2nd Quarters
3. Orange County 2015 Income Limits and Fair Market Rent information
PERSONNEL:
Jack Wong will be the person responsible for the completion of the assigned responsibilities and
tasks. During the course of the completion of the work, Jack Wong may periodically engage the
assistance of support JWA staff to implement various components of the work program.
TERMS:
The completion of the above referenced scope of work is budgeted at $22,500 and includes up
to five meetings at City Hall/SB Shores, either with staff, S13 Shores, and J & H Asset Property
Management personnel, or key stakeholders. Progress billings will be made based upon
percentage work completed. JWA proposes to complete the Scope of Work pursuant to the
following table below.
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Schedule and Budget
Week One Attend Kick-Off Meeting (Meeting #1) in City Hall, gather $1500
information and conduct site inspection of SB Shores
Week Two Complete review of relevant documents and submit findings and $4000
comments to City
Week Complete review of applicant/resident intake forms, applications,
Three income qualifications and certifications; complete assessment and $6500
submit findings and comments to City (Meeting #2 with City and/or
S13 Shores, J & H Asset Property Management)
Week Four Complete review of past use of Rental Assistance Fund and
Resident Services Fund; complete assessment and submit findings $4500
and comments to City (Meeting #3 with City and/or SB Shores) I
Week Five Complete Baseline Inventory Report and review with City (Meeting $3000
#4)
Week Six Complete two Quarterly Reports, review with City and later submit $3000
to City(Meeting #5)
Fixed-Fee Total $22,500
Additional meetings will be charged at$350 per meeting and public meetings(e.g.community workshops,
city council and planning commission meetings, etc.) at $1,200 per meeting. Court related (non-
preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution
and other expert witness activities, will be charged at a court rate of 1.5 times $185 hourly rate, with a
four-hour minimum. Preparation activities will be charged at regular hourly rate pursuant to then effective
annual Fee Schedule.
If you have any questions, please do not hesitate to contact me at (310) 347-6310. Thank you
for your consideration. If this Proposal is approved, please sign below. Thank you.
Sincerely,
JWA Urban Consultants, Inc.
Jack L. Wong
President
AUTHORIZATION:
By signing bet , I hereby agree to the terms of this Letter Agreement/Proposal and authorize
JWA to commen e work as outlined above:
a' w' ' hereby
work
,en\erk as qogurtl
Beach
c
City of Seal Beach
Name, Position, and Date