HomeMy WebLinkAboutAGMT - CivicStone Inc/Seal Beach ShoresBUSINESS PLANNING
CIVIL LITIGATION
ESATE PLANNING
MOBILEHOME LAW
BRUCE E. STANTON
LAW OFFICES OF BRUCE E. STANTON
Via email and Mailed
Victoria L. Beatley
Director of Finance /City Treasurer
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
LUPA OFFICE PLAZA
6940 SANTA TERESA BLVD., SUITE 3
SAN JOSE, CA 95119
January 23, 2018
File #SEA] 7047
TELEPHONE
(408) 224 -4000
FACSIMILE
(408) 224 -4022
JAN 26 2018
CITY CLERK
CITY OF SEAL BEAC +
Re: Seal Beach Shores, Inc. /Income Re- Certification for Existing Residents
Dear Ms. Beatley:
Please be advised that my office has been retained by Seal Beach Shores, Inc. (SBS) to
replace the Dowdall Law Firm as counsel in connection with general corporate representation. I
have been requested to write to you in connection with the issue of income certification for
existing residents of the park. Please understand that my intention is not to be adversarial in any
manner. My client wishes to maintain a cooperative and amicable relationship with the City, and
to work together to fulfill the terms of the Regulatory Agreement for Seal Beach Mobilehome
Park (hereinafter "the Agreement "). But to do so my client must be able to obtain and deliver the
cooperation of its resident - members, which requires cooperation and mutual effort to solve.
A problem has arisen in connection with the proposed new annual reporting requirements for
all existing residents, even if they are not participating in the Rental Assistance Program. In the
past existing residents have used a self - certification form. It is now proposed by CivicStone, Inc.
that past procedure be replaced by a far more detailed reporting that shall require confidential and
private financial information to be provided to the City's Oversight Agency. The estimated cost
to do so will be significantly greater that what oversight agencies typically charge for their
service. But of even greater concern is the effect upon the resident community.
I have discussed this matter with Ken Williams at length and have examined a stack of
emails and the governing documents in order to "get up to speed" on this issue. Included in these
documents are notes from a "SBS Legal Compliance Meeting" held at City Hall on September 13,
2017, which were apparently prepared by Monique Eliason. These notes, which Ms. Eliason has
referred to in a subsequent email as "approved Meeting Minutes ", state that "[T]he previous
method of income certification (through self - certifying) was incorrect. From this date (09/13/17)
forward, income certification will require a variety of financial documents including tax returns
and several concurrent month bank statements as required by Title 25." A new Verification Form
designed by CivicStone is now proposed. The notes go on to state that foreclosure and
presumably eviction from the community would be the consequences of non - compliance.
The implication from these statements is essentially that since 2001, the Regulatory
Agreement has been improperly implemented. My client disagrees.
Victoria L. Beatley
January 23, 2018
Respectfully, my client has a different recollection of the September meeting. While annual
certification was discussed, and all parties pledged to work together to achieve compliance with
the "Income Occupancy Requirements' as set forth in the Agreement, it was never `agreed and
accepted" by my client that these proposed new stringent, annual certification requirements were
"required ", or that they would be implemented. Mr. Williams and Les Frame Management would
be in no position to do so without consulting with the corporation members /shareholders to
determine the likelihood that compliance would occur. In fact, based upon discussions with
residents following that meeting, it is clear that existing residents are opposed to, and will not
comply with such stringent reporting, and that they view the burden of disclosing tax returns and
bank accounts as a significant intrusion into their private affairs and a real risk of identity theft.
We thus face a potential series of nasty and expensive disputes where residents refuse to comply,
and the corporation would be forced to pursue and pay for enforcement.
Our common goal should be to avoid such disputes, while ensuring compliance with the
Agreement. As we consider how to achieve this, it is useful to first examine what the governing
documents actually require; i.e. how do they define the method of income certification?
The Occupancy Requirements set forth in Section 2.1 of the Agreement require some level of
income certification. But how detailed? The Agreement requires significant and detailed
reporting from new residents in order to be qualified to live in the park. But what does the
Agreement say is required from "Existing Residents ". Section 2.2 obligates SBS to "utilize best
efforts to obtain from all Existing Residents (except for Non -Owner Residents), annual owner -
occupancy certifications, in which each resident certifies under penalty of perjury that he or
she owns his or her mobilehome ... and he or she occupies the mobilehome as his or her
principal place of residence..." Nothing more is said here about income. Obtaining this
information on an annual basis is reasonable, and should not be a problem.
Section 2.1 governs the "Very Low and Moderate Income Occupancy Requirements'.
"Income Certifications" is specifically used in Section 2.1 (c), but is limited to "New Residents'.
The procedures for `Income Certification and Reporting" are set forth in Article 3, which
appears to be the key provision. Section 3.1 begins by requiring income certifications from new
residents. It continues by stating that SBS "shall also obtain, complete and maintain on file, on
an annual basis, income certifications from each household participating in the Rental
Assistance Program." That section describes six specific steps or types of documents that might
be required of these categories of residents. But existing residents who are not applying for the
Rental Assistance Program are not mentioned. In SBS, we estimate that there are 98 out of 124
spaces occupied by existing residents who in fact are not receiving rental assistance.
Section 3.2 discusses an "Annual Report" to be submitted on a form approved by the City.
This includes a listing of income and household size and rent paid, but does not include reference
to any particular forms or procedures for income certification. Subsection (c) thereof requires
copies of income certifications for any new resident households, and (d) requires copies of the
non - income information required by Section 2.2 as noted above. However no further mention is
made with respect to any specific reporting requirement for existing resident households.
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Victoria L. Beatley
January 23, 2018
Section 3.4, which deals with "Records ", also does not mention retention of any of the
detailed information contained in the September 13, 2017 meeting notes.
If any section of the Agreement would authorize or require the level new annual reporting
that the meeting notes describe, it could only be found in Section 3.4, which simply states that
SBS "shall provide any additional information reasonably requested by the" City. Therein lies
the rub: If any existing resident not receiving rental assistance objects to the new level of annual
reporting and requests citation to the Agreement language for authority to require it, there is no
specific language which can be cited... other than this sentence. The key word is "reasonable ",
and we should thus ask the question now if it is "reasonable" to require this level of information
from a resident each and every year. There are both practical and legal considerations.
First, information such as tax returns is routinely considered "privileged" and non -
discoverable by the law. The Mobilehome Residency Law specifically prohibits a park owner
from requiring a tax return from an applicant for tenancy. (Civil Code 798.74 (a)). In addition,
Civil Code 1798.80, et seq. contains detailed provisions concerning the responsibility of a party to
safeguard the privacy of personal or confidential information, and provides for significant civil
penalties in the event of a breach. 1 am wondering if the City or its agent are willing to assume the
risk of such heightened liability in the event such information is to be required annually.
Most folks just don't trust anyone enough to disclose their bank account information in this
age of identity theft. Telling residents that a declaration under penalty of perjury can no longer be
trusted without more information will be viewed as an attack on their integrity. There is virtually
no precedent to require them to disclose tax returns, and they would likely view any request for
bank records with suspicion. Once qualified for a certain income level, it is highly unlikely that a
resident's income level would change within 12 months. And if they refuse to comply, because
the park is a Common Interest Development with a recorded Declaration of Covenants,
Conditions and Restrictions (CCRs) the Davis - Stirling Act requirements would apply to any
attempt to terminate the resident or foreclose on their home. This process requires notice,
hearings and certain due process in addition to the standard legal requirements for termination and
eviction. The prospect of the corporation having to engage in such legal procedures is daunting,
both financially and administratively, and would create massive distrust and conflict within the
community. Such should be avoided if at all possible. And it would never be productive to speak
of such "threats" when trying to gain voluntary compliance from the community.
There is also industry precedent which would support a less intrusive or detailed requirement
for information. Wolf & Company is an Oversight Agent for some fifty (50) parks located
throughout California in multiple jurisdictions. When asked, they provided information indicating
that such annual detailed re- certification of existing residents is not done. Absent industry
precedent, or specific language in the Agreement, it would be erroneous to conclude that the
historical method of income re- certification for SBS "was incorrect', especially when they were
certified every year as correct by the previous Oversight Agent, and accepted by the City. As
well, SBS always passed its FICD financial audit. As stated above, the annual cost of the
increased oversight being proposed must also be considered, and the projected cost of $20,000.00
far exceeds what other oversight agencies typically provide within the industry. For example,
Wolf & Company typically charges a $6,500.00 flat fee annually.
-3-
Victoria L. Beatley
January 23, 2018
In light of the above, my client respectfully requests that the Agreement should continue to
be implemented and enforced as it has been in the past, and that SBS should continue to provide
income certifications and re- certifications in a "reasonable" way according to the language of the
Agreement and prevailing industry standards. SBS should obtain approval for this as soon as
possible in order to provide annual reporting on schedule. In order to further verify the truth and
veracity of the information being reported on the existing form, SBS is prepared to propose that
re- certification forms also be notarized for this year's reporting.
My client and I look forward to a constructive dialogue which realistically explores this issue
and the practical alternatives to what shall otherwise be to SBS an unworkable, unnecessary
reporting requirement. Now is the time to consider a more viable and cost - effective program.
Thank you for your attention to the above. 1 am happy to have a conversation with anyone
about this. Please let me now if you have any questions, and we look forward to your response.
cc: Ken Williams, President Seal
Monique Eliason, CivicStone,
Karol K. Denniston, Esq.
Les Frame Management
t
Between
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
R.
CivicStone, Inc.
4195 Chino Hills Parkway #267
Chino Hills, CA 91709
909.364.9000
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This Professional Service Agreement (this "Agreement) is made as of
MAY I . , 2017 (the "Effective Date'), by and between CivicStone, Inc.
( "CivicStone" or the "Consultant "), a California Corporation, and the City of Seal
Beach (the "City "), a California charter city (together, the "Parties ").
RECITALS
A. Seal Beach Shores Mobile Home Park is a mobile home park
development, located within the City (the "Park ").
B. In the year 2000, the former Redevelopment Agency of the City of
Seal Beach (the "Former Agency ") provided assistance in the form of certain
loans and grants to LINC Community Development Corporation ( "LINC "), the
then owner of the Park.
C. In consideration for such financial assistance, LINC agreed to
comply with certain affordable housing covenants with respect to the Park and
executed, among other documents: (i) a Regulatory Agreement and Declaration
of Restrictive Covenants, dated as of December 1, 2000 (as amended from time
to time, the "Bond Regulatory Agreement "), and (ii) a Regulatory Agreement,
dated as of December 1, 2000 (as amended from time to time, the "Loan and
Grant Regulatory Agreement," and together with the Bond Regulatory
Agreement, the "Regulatory Agreements ").
D. Under the transaction documents executed in 2000, it was provided
that there would be an appointment of an Oversight Agent and Program
Administrator to assist the Former Agency regarding the monitoring of the Park's
compliance with the Regulatory Agreements and to carry out certain other
specified duties.
E. Pursuant to the Administration and Oversight Agreement, dated as
of December 1, 2000 (as amended from time to time, the "Agency Oversight
Agreement'), Rosenow, Spevacek Group Inc. ( "RSG ") was appointed as the
initial Oversight Agent and Program Administrator.
F. Pursuant to law, the Former Agency and all other redevelopment
agencies in California were dissolved as of February 1, 2012, the Successor
Agency to the Seal Beach Redevelopment Agency (the "Successor Agency ")
was constituted as the successor entity to the Former Agency.
G. After the resignation of RSG, CivicStone became the successor
Oversight Agent and Program Administrator pursuant to an Amendment No. 1 (to
the Administration and Oversight Agreement), dated as of May 1, 2017, by and
among the Successor Agency, the City, Seal Beach Shores, Inc. (as the
successor -in- interest to LINC) and CivicStone.
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H. The City believes that the maintenance of affordable units in the
Park in the City's interest.
I. The City desires assistance with respect with work to ensure that
the Park's compliance with the Regulatory Agreements and other City
requirements.
J. In light of CivicStone's role as the Program Administrator and
Oversight Agent, it would be efficient for the City to retain CivicStone as the
Consultant hereunder, to provide the work described herein.
K. CivicStone agrees to accept its engagement as the Consultant
pursuant to the terms of this Agreement.
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. The Consultant shall from time to time provide those services
( "Services ") set forth in the attached Exhibit A, at the request and direction of the
City. To the extent that there is any conflict between Exhibit A and this
Agreement, this Agreement shall control.
1.2. The 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 City.
1.3. In performing this Agreement, the Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. The 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.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and shall
expire at Midnight on June 30, 2019, unless previously terminated as provided by
this Agreement.
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3.0 Consultant's Compensation; Method of Payment
3.1. Subject to Section 3.2, the City will pay the Consultant in
accordance with the fee schedule set forth in Exhibit A for all Services
performed and expenses incurred in the performance of such Services; provided,
that the City shall not pay any work is already invoiced and compensated under
the Agency Oversight Agreement.
3.2. Payment to the Consultant pursuant to this Agreement shall not
exceed $20,000.00 in the aggregate without prior City Council authorization.
3.3. The Consultant shall submit to the City monthly invoices within 15
days of the end of each month during which the Services were rendered. Each
invoice shall be accompanied by a brief report summarizing services by
CivicStone under this Agreement and the Agency Oversight Agreement during
the covered month, differentiating work being invoiced under this Agreement and
the Agency Oversight Agreement. For work being invoiced under this
Agreement, the Consultant also 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.
3.4. The City will pay the Consultant within 30 days of receiving the
Consultant's invoice. The City will not withhold any applicable federal or state
payroll and other required taxes, or other authorized deductions from payments
made to the Consultant.
4.0 City Right to Inspect Records
Upon 24 hours' written notice from the City, the Consultant shall allow the City or
the City's agents or representatives to inspect at the Consultant's offices during
reasonable business hours all records, invoices, time cards, cost control sheets
and other records maintained by the Consultant in connection with this
Agreement. The City's rights under this Section 4.0 shall survive for two years
following the termination of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by the City, with or without
cause, or by the 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 the City terminates this Agreement without cause, the City will
pay the Consultant its fees and reimbursable expenses incurred up to the
effective date of termination.
5.2. This Agreement may be terminated by the City upon 10 days'
notice to the Consultant if the Consultant fails to provide satisfactory evidence of
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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 the City's representative for purposes of this
Agreement.
6.2. Monique Eliason 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 the City: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
To the Consultant: CivicStone, Inc.
4195 Chino Hills Parkway #267
Chino Hills, CA 91709
Attn: Monique Eliason
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. The Consultant is an independent contractor and not an employee
of the City. All services provided pursuant to this Agreement shall be performed
by the Consultant or under its supervision. The Consultant will determine the
means, methods, and details of performing the services. Any additional
personnel performing services under this Agreement on behalf of the Consultant
shall also not be employees of the City and shall at all times be under the
Consultant's exclusive direction and control. The 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. The
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income
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tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
8.2. The Consultant shall indemnify and hold harmless the 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 the Consultant's personnel practices. The City shall have the right to
offset against the amount of any fees due to the Consultant under this
Agreement any amount due to the City from the Consultant as a result of the
Consultant's failure to promptly pay to the City 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 City. The Consultant is fully responsible to the City for the
performance of any and all subcontractors.
10.0 Assignment
The Consultant shall not assign or transfer any interest in this Agreement
whether by assignment or novation, without the prior written consent of the City.
Any purported assignment without such consent shall be void and without effect.
11.0 Insurance
11.1, The Consultant shall not commence work under this Agreement
until it has provided evidence satisfactory to the City that the Consultant has
secured all insurance required under this Section. The Consultant shall furnish
the 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.
11.2. The 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
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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. The
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
City 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 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.
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 City, its directors, officials, officers,
employees, agents, and volunteers.
11.5. Any deductibles or self- insured retentions shall be declared to and
approved by the City. The 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
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payment of losses and related investigation costs, claims and administrative and
defense expenses.
12.0 Indemnification, Hold Harmless, and Duty to Defend
To the full extent permitted by law, the 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 the 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, the Consultant shall defend Indemnitees, at the
Consultant's own cost, expense, and risk, and shall pay and satisfy any
judgment, award, or decree that may be rendered against Indemnitees. The
Consultant shall reimburse the 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. The Consultant's obligation to indemnify shall not be restricted
to insurance proceeds, if any, received by the Consultant, the City, its directors,
officials, officers, employees, agents or volunteers. All duties of the Consultant
under this Section shall survive termination of this Agreement.
13.0 Equal Opportunity
The Consultant affirmatively represents that it is an equal opportunity employer.
The 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, the 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.
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16.0 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. The 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. The
Consultant further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, the Consultant
shall avoid the appearance of having any interest, which would conflict in any
manner with the performance of the Services. The Consultant shall not accept
any employment or representation during the term of this Agreement which is or
may likely make the Consultant "financially interested" (as provided in California
Government Code § §1090 and 87100) in any decision made by the City on any
matter in connection with which the Consultant has been retained.
20.2. The Consultant further warrants and maintains that it has not
employed or retained any person or entity, other than a bona fide employee
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working exclusively for the Consultant, to solicit or obtain this Agreement. Nor
has the Consultant paid or agreed to pay any person or entity, other than a bona
fide employee working exclusively for the 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, the 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. The Consultant warrants and maintains that it has no knowledge
that any officer or employee of the City has any interest, whether contractual,
non - contractual, financial, proprietary, or otherwise, in this transaction or in the
business of the Consultant, and that if any such interest comes to the knowledge
of the Consultant at any time during the term of this Agreement, the Consultant
shall immediately make a complete, written disclosure of such interest to the City,
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 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.
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CITY OF SEAL BED
By: ,
M
I P,-- Jej i4 P LL
Attes
By:
CIVICSTONE, INC.
Approved as t kele,City
By: /
C . St ttor ney
S7296 -0001 \2070824v3.doc
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Exhibit A
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S7296- 0001\2070824v3.doc
Exhibit A
Aside from its duties as Program Administrator and Oversight Agent for the Regulatory
Agreement and Declaration of Restrictive Covenants, CivicStone will perform any and
all other related work as requested by City Staff.
Additionally, CivicStone will conduct a thorough analysis of the documents related to
Program Administration & Oversight Agent including: the Regulatory Agreement and
Declaration of Restrictive Covenants, the Amendment of Regulatory Agreement„ the
Administration and OversightAgreemen& the Indenture of Truss and the Amended and
Restated Loan and Grant Agreement and create a comprehensive compliance matrix to
ensure future regulatory compliance. All current areas of non - compliance will be
identified with an action plan to bring them back into compliance, including but not
limited to:
File repair: CivicStone will compile documentation from Seal Beach Shores
Mobile Home Park, J &H Asset Property Mgmt., RSG, The Loftin Firm as well as
contact individual residents to complete and maintain a set of master files.
Where documents are missing or unavailable, current compliance documents will
be included to verify eligibility. Additionally, CivicStone will maintain
comprehensive files on all Qualified Spaces from the date of this City Contract
forward.
Update non - compliant leases & forms: CivicStone will work closely with Seal
Beach Shores Mobile Home Park and appropriate legal counsel to fix lease
Agreements and replace the existing Agreements with corrected ones; or have
Addenda created to remove the Regulatory Agreement conflicts.
"Ramp -Up" Funds: CivicStone will investigate the source of the funds as well as the
purpose for the distribution to selected residents of Seal Beach Shores Mobile Home
Park.
Policies & Procedures Manual: CivicStone will create an extensive Policy &
Procedures Manual that will identify the specific duties and responsibilities of each entity
involved in this Regulatory Agreement; the milestones and deadlines; action items;
provide check lists and applicable forms and Exhibits.
Seal Beach Mobile Home Park Revenue Bond Database: CivicStone will design and
populate a custom database to monitor the data and regulation compliance. CivicStone
will process and historically record all Qualified Spaces and provide the needed reports
to the City as well as all appropriate parties in the Regulatory Agreement.
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An estimation of hours required to resolve the non - compliant areas has been factored
into this Scope of Work for budgetary purposes. We anticipate this Scope of Work for
the City of Seal Beach to rest under $20,000 for the first 12 month period. However,
often non - compliant issues are easy to diagnose, but the depth and breadth of the
underlying problems and needed actions to resolve those problems are unknown until
work commences and uncovers the ease or complexity. Consequently, Civicstone's
recommended actions in these areas will be billed on an hourly basis with frequent
reviews by the City of Seal Beach. The billing rates are as follows:
Adam Eliason CEO: $120 per hour
Monique Eliason Project Coordinator: $95 per hour
Administration Specialist: $50 per hour
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