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HomeMy WebLinkAboutAGMT - Rehab Financial Corporation (Consultant Svcs-Redevelopment Agcy) Ith! RICHARDS I WATSON GERSHON we ATTORNEYS AT LAW—A PROFESSIONAL CORPORATION 355 South Grand Avenue,40th Floor,Los Angeles,California 90071-3101 Telephone 213.626.8484 Facsimile 213.626.0078 RICHARD 160�988� July 17, 2013 GLENN R.WATSON (1917-2010 VIA FEDEX HARRY L GERSHON (1922-2007) STEVEN L DORSEY TO: Ms. Vikki Beatley WILLIAM L STRAUSZ MITCHELL E.ABBOTT Director of Finance/City Treasurer GREGORY W.STEPANICICH ROCHQUINN LEM.BARWNE ROW City of Seal Beach QUINN M.BARROW CAROL LYNCH 211 - 8th Street GREGORY M..KUNERT THOMAS M.JIMBO ROBERT C.CECCON Seal Beach, California 90740 STEVEN H.KAUFMANN KEVIN G.ENNIS ROBIN 0.HARRIS MICHAEL ESTRADA FROM: Alise Kabakoff7 Legal Assistant to Quinn M. Barrow LAURENCE S.WIENER STEVEN R.ORR B.TILDEN KIM SASKIA T.ASAMURA CC: Jill Ingram City Manager KAYSER 0.SOME PETER M.THORSON JAMES L.MARKMAN CT.RAIGPETER A.STEELEPIERCE SUBJECT: Rehab Financial Corporation TERENCE R.SODA LISA BOND JANET E.COLESON ENCLOSED PLEASE FIND: Full and Final Settlement Check ROXANNE M.DIAZ JIM G.GRAYSON ROY A.CLARKE WILLIAM P.CURLEY III MICHAEL F.YOSHIBA REGINA N.DANNER PAULA BRUCE W.GALLOWAY n FOR YOUR FILES DIANA K.CHUANG PATRICK K.BOBKO NORMAN A.DUPONT n FOR YOUR INFORMATION DAVID M.SNOW LOLLY A.ENRIQUEZ KIRSTEN R.BOWMAN ® FOR YOUR USE GINETTA L.GIOVINCO TRISHA ORTIZ NDICE K.LEE JENNIIFFER PETRUSIS ❑ FOR REVIEW AND/OR COMMENTS STEVEN L.FLOWER BILLY A.Dn IN ACCORDANCE WITH YOUR REQUEST AMYY GREYSON GREYS DEBORAH R.HAKMAN D.CRAIG FOX MARICELA E.MARROQUIN n PLEASE SIGN AND RETURN GENA M.STINNETT CHRISTOPHER).DIAZ ERIN L POWERS TOUSSAINT S.BAILEY n PLEASE TELEPHONE ME SERITA R.YOUNG SAI H.KLIMA ❑ DIANA H.VARAT PLEASE ADVISE ME HOW TO REPLY SEAN B.GIBBONS JULIE A.HAMILL ANDREW J.BRADY n PLEASE ADVISE ME HOW YOU WISH TO PROCEED AARON C.O'DELL BYRON MILLER AMANDA B.L.KALLSTEIN ICK ❑ PLEASE SIGN, DATE AND RETURN COPY TO ACKNOWLEDGE RECEIPT SPENCER PATRICK D.SKAHAN OF COUNSEL MARK L.LAMKEN REMARKS: SAYRE WEAVER TERESA HO-URANO SAN FRANCISCO OFFICE Vikki: Enclosed please find the above-referenced check which represents full and TELEPHONE 415.421.8484 ORANGE COUNTY OFFICE final settlement in the Rehab Finance Corporation matter. TELEPHONE 714.990.0901 TEMECULA OFFICE TELEPHONE 951.695.2373 Please contact Quinn if you have any questions. S7296-0001\1600112v 1.doc THE FACE OF THIS CHECK IS PRINTED BLUE-THE BACK CONTAINS A SIMULATED WATERMARK 1 AUR CIItYTC NO. EVANSTON INSURANCE COMPANY '1° Ten Parkway North, Deerfield, Illinois 60015 714930 MARKEL (847) 572-6000 CLAIM ACCOUNT Forty three thousand six and 11/100 Dollars DATE CHECK AMOUNT PAY TO THE ORDER OF 07-11-13 *******$43,006.11 CITY OF SEAL BEACH 211 EIGHTH STREET SEAL BEACH CA90740 411/4CAJA4 The Northern That Company,Chicago,IL 0710 °P-1� 604 Payable Through COUNTER SIGNA EQUIRED IF AMOUNT 0 Northern Tont Donk/D,Ipage,Oakbrook Terrace,IL GREATER THAN$20,000 11'0007 L493011' 1:0 ? L9 2318 281: 30 L5936611' Please Detach Before Depositing CLAIM ACCOUNT Evanston Insurance Company/Ten Parkway North DATE CIIECR NO Deerfield,IL 60015/(847)572-6000 07-11-13 714930 1301 A00040288 INVOICE OK CREDIT DATE DISCRIPOON ME]R)NUMBER NET 07/10/13 E0256113/001/0049/ full and final settlement 43,006.11 /REHAB FINANCIAL CORP/ TIIE ATTACH ID CHECK IS IN PAYMENT FOR TOWS OFSCRIIIIT)ABOVE TOTAL *******$43,006.11 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is made by and among plaintiffs City and County of San Francisco ("San Francisco") and the Cities of Pomona, Montebello, and West Covina together with their agents, servants, employees, consultants, departments, commissioners, and officers (collectively, "Plaintiff Public Entities"); the public entities listed in paragraph 17, below, as Claimant Public Entities, together with their agents, servants, employees, consultants, departments, commissioners, and officers (collectively, "Claimant Public Entities") and defendants Rehab Financial Corporation ("Rehab"), Gayle Bloomingdale ("Bloomingdale"), Cheryl Isaacson ("Isaacson"), and Barbara Wood ("Wood") as officers or employees of Rehab, together with their employees, assigns, agents, attorneys, officers and directors, predecessors, successors, and insurers, including, but not limited to, Evanston Insurance Company ("Settling Defendants"). All parties to this Agreement are collectively referred to as "Settling Parties." RECITALS A. The San Francisco Action. On March 30, 2010, San Francisco filed a complaint against Rehab, its President and owner Belinda Exon ("Exon"), Bloomingdale, Isaacson, and Wood in the San Francisco County Superior Court, in an action entitled City and County of San Francisco v. Rehab Financial Corporation, et al., bearing Case No. CGC-10-498235, which was subsequently transferred to the San Mateo County Superior Court, bearing Case No. CIV-506113 ("the San Francisco Action"). On June 10, 2010, San Francisco voluntarily dismissed Isaacson as a defendant. On September 29, 2010, the San Francisco County Superior court filed a Judgment by stipulation in favor of San Francisco and against Exon. In its action against the remaining defendants (Rehab, Bloomingdale,and Wood), San Francisco alleges that the defendants committed tortious conduct resulting in the loss of funds belonging to San Francisco totaling approximately$1 million. B. The Pomona/Montebello Action. On June 24, 2010, the Cities of Pomona,Montebello, and West Covina filed a complaint in the Los Angeles County Superior Court, East District, against Rehab, Bloomingdale, Exon, Isaacson,and Wood, in an action entitled City of Pomona, et al. v. Rehab Financial Corporation, et al., bearing Case No. KC059039, which on October 13,2010 was transferred to the Riverside County Superior Court, bearing Case No. RIC 10023584 ("the Pomona Action"). On August 10, 2011,the City of West Covina voluntarily dismissed its complaint against all defendants. In their action, the Cities of Pomona and Montebello allege that the defendants committed tortious conduct resulting in the loss of funds belonging to these entities totaling at least $973,000. On January 11, 2011, a Final Judgment by Stipulation for Entry of Judgment was entered against Exon. C. Potential Actions By Claimant Public Entities. Each of the public entities listed as Claimant Public Entities in paragraph 17, below, contends that through the wrongful acts of some or all of Rehab, Bloomingdale, Exon, Isaacson, and Wood, it incurred uncompensated losses of money entrusted to these defendants, and it has a potential claim against some or all of these defendants because of such conduct. D. Settlement of All Actions and Potential Actions. The parties to the San Francisco.Action and the Pomona Action, and the Claimant Public Entities, desire to settle all actual and potential claims they have against Rehab, together with Rehab's employees, assigns, agents, attorneys, officers and directors, predecessors, successors, insurers, including, but not limited to Evanston Insurance Company, and any others acting on 255373.1 1 of 11 Rehab's behalf, and against Bloomingdale, Isaacson, and-Wood-for any and all liability or potential liability they may now or in the future face based on their actions or position as officers or agents of Rehab,on the following terms. TERMS 1. Payment. On behalf of Settling Defendants, Evanston shall make payments to the Plaintiff Public Entities and Claimant Public Entities totaling $425,000 ("the Settlement Payment") in the amounts allocated in paragraph 17,below. Each such public entity shall communicate with Alan Barbanel,Esq., of Barbanel&Treuer, P.C., as to the exact means and method of payment of that entity's share. 2. Mutual Release. In consideration of the payments described above, the Settling Parties agree to fully and forever release and discharge each other from all claims, actions, causes of action, liabilities, defenses, damages, demands, attorneys' fees, expenses and costs of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, and that are alleged or set forth or attempted to be set forth in the pleadings on file in the San Francisco Action and the Pomona Action, or which the Claimant Public Entities may possess against any of the Settling Defendants by reason of the loss of funds entrusted to Rehab; or which any of the Settling Defendants may possess against any of the Plaintiff Public Entities or Claimant Public Entities. 3. Waiver of Section 1542 Protections. This Settlement is intended as a full settlement and compromise of each and every claim, known or unknown,of every kind which the Parties ever had,now have, or will have in the future against each other arising out of the conduct of Rehab. The Parties hereby waive any and all rights which they may have under the provisions of California Civil Code §1542 which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 4. Exclusion of Belinda Exon From Scope of Release. Belinda Exon is not a Settling Defendant within the meaning or application of this Agreement. This Agreement has no bearing on any judgments previously entered against Exon, or on any orders or obligation of restitution. 5. Dismissal of Present Actions. Within five (5) business days after Evanston makes the Settlement Payment, San Francisco, Pomona and Montebello shall cause a request for dismissal with prejudice to be filed in their respective actions. 6. Approval By Governing Bodies. This settlement is subject to the approval of the governing bodies of each of the signatory public entities. 255373.1 2 of 11 7. Warranty against Prior Assignment. The Parties hereto represent and warrant that they have not heretofore assigned, transferred or purported to assign or transfer to any other person or entity any rights, claims, or causes of action herein released and discharged. 8. No Admission of Liability. This Agreement embodies a compromise of disputed claims and shall not be used or construed as an admission of liability for any purpose. Further,by this Agreement,no admission or any wrongful action or inaction on the part of any of the Parties hereto is expressly or impliedly admitted. 9. Entire Agreement. This written Agreement constitutes the final expression and complete and exclusive statement of the terms in the Agreement and compromise settlement among the Parties hereto. It supersedes and replaces all prior negotiations, proposed agreements, and agreements, written or oral,relating thereto. This Agreement is not intended for the benefit of any person or entity not a party hereto. 10. Advice of Counsel. Each party to this Agreement represents that it has reviewed each term of this Agreement with its counsel, and no party shall deny the validity of this Agreement on the ground that it did not have advice of counsel. 11. Knowing, Free and Voluntary Execution. This Agreement has been carefully written by the parties hereto, its contents are known by the parties hereto,and it is freely and voluntarily signed by the parties hereto. 12. Construction. This Agreement shall not be construed against the parties hereto or their representatives who drafted it or any portion of it. The captions of the sections of this Agreement are for reference only and are not to be construed in any way as a part of this Agreement. No partial invalidity of this Agreement shall affect the remainder,which remainder shall continue with full force and effect,the invalid portion being severed. 13. Governing Law. This Agreement shall be interpreted, construed, governed and enforced under the laws of the State of California. 14. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party or the Party making the waiver. 15. Authority to Sign. Each Party or responsible officer or governing body therefore, has read this Agreement and understands and knows the contents thereof, and represents and warrants that each of the 255373.1 3 of 11 • officers or agents executing this Agreement on behalf of their respective corporations, partnerships, or other organizations is empowered to do so and hereby binds the respective corporation,partnership,or other organization. 16. Counterparts. This Agreement may be executed in any number of counterparts, which taken together, will have the same effect as if a singular document were signed hereto. Photocopies or other reproductions of this Agreement or counterparts shall have the same force and effect as though they were originals. Signatures transmitted by facsimile will have the same force and effect as an original signature. A photocopy or facsimile copy of this Agreement,or any part thereof,may be substituted in place of the original version of the same. 17. Allocation of Settlement Payment The Settlement Payment shall be allocated among the Plaintiff Public Entities and Claimant Public Entities as follows: PUBLIC ENTITY SETTLEMENT SHARE PLAINTIFF PUBLIC ENTITIES City of Montebello $15,694.46 City of Pomona $115,749.34 City and County of San Francisco $164,205.57 City of West Covina $396.00 CLAIMANT PUBLIC ENTITIES Town of Apple Valley $8,516.86 City of Bellflower $5,270.44 City of Buena Park $697.04 Successor Agency to Redev. Agency of Buena Park $13,824.64 City of Calimesa $3,774.80 City of Fullerton $6,009.38 • City of Hemet $245.66 City of Huntington Park $26,285.62 Housing Authority of the County of Marin $2,420.03 City of Perris Housing Authority $6,041.80 City of Rialto $535.98 City of Rosemead $11,463.53 City of San Juan Capistrano $183.57 City of Seal Beach $43,006.11 City of South Gate $679.17 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date or dates hereinafter appearing. 255373.1 4 of 11 Dated: By: Title: Town of Apple Valley APPROVED AS TO FORM AND CONTENT: Dated: John Brown, Esq. Apple Valley Town Attorney Dated: By: Title: City of Bellflower APPROVED AS TO FORM AND CONTENT: Dated: June S. Ailin, Esq. Aleshire& Wynder LLP Attorney for City of Bellflower Dated: By: Title: 5COP1: Ci of Buena Park APPROVED AS TO FORM AND � Dated: lailj 3°) 01 .-5 Steven R. Orr, Esq. Richards, Watson &Gershon Attorney for City of Buena Park Dated: By: Title: Successor Agency to the Buena Park Redevelopment Agency 255373.1 5 of 11 1 501.) APPROVED AS TO FORM Dated: Steven R. Orr, Esq. Richards, Watson& Gershon Attorney for Successor Agency to the Buena Park • Redevelopment Agency Dated: By: Title: SO-) City of Calimesa APPROVED AS TO FORM rkND Dated: /()/ .2'4 I 3 Steven R. Orr, Esq. Richards, Watson& Gershon Attorney for City of Calimesa Dated: By: Title: City of Fullerton APPROVED AS TO FORM AND CONTENT: Dated: Gary S. Kranker, Esq. Chris F. Neumeyer, Esq. Jones & Mayer Attorney for City of Fullerton Dated: By: Title: City of Heinet APPROVED AS TO FORM AND CONTENT: Dated: Joseph P. Buchman, Esq. Burke, Williams & Sorensen, LLP Attorney for City of Hemet 255373.1 6 of 11 APPROVED AS TO FORM AND CONTENT: Dated: Steven R. Orr, Esq. Richards, Watson& Gershon Attorney for Successor Agency to the Buena Park Redevelopment Agency Dated: 61gl ? l3 B Y Title: tinQ i City of alimesa APPROVED AS TO FORM AND CONTENT: Dated: Steven R. Orr, Esq. Richards, Watson& Gershon Attorney for City of Calimesa Dated: By: Title: City of Fullerton APPROVED AS TO FORM AND CONTENT: Dated: Gary S. Kranker, Esq. Chris F. Neumeyer,Esq. Jones & Mayer Attorney for City of Fullerton Dated: By: Title: City of Hemet APPROVED AS TO FORM AND CONTENT: Dated: Joseph P. Buchman, Esq. Burke, Williams & Sorensen, LLP Attorney for City of Hemet 255373.1 6of 11 • Dated: By: Title: City of Huntington Park APPROVED AS TO FORM AND CONTENT: Dated: 4/19 j 13 l oaldd . ! To Litfin,Esq. Rutan&Tucker,LLP Attorney for City of Huntington Park Dated: By: Title: Housing Authority of the County of Marin APPROVED AS TO FORM AND CONTENT: Dated: Ilya Filmus, Esq. Attorney for Housing Authority for the County of Marin Dated: By: Title: City of Montebello APPROVED AS TO FORM AND CONTENT: Dated: Richard H. Lam,Esq. Alvarez-Glasman &Colvin Attorney for City of Montebello Dated: By: Title: City of Perris Housing Authority 255373.1 7 of 11 APPROVED AS TO FORM AND CONTENT: Dated: June S. Ailin,Esq. Aleshire &Wynder LLP Attorney for City of Bellflower Attorney for City of Perris Housing Authority Dated: By: • Title: City of Pomona APPROVED AS TO FORM AND CONTENT: Dated: Richard H. Lam,Esq. Alvarez-Glasman&Colvin Attorney for City of Pomona Dated: By: Title: City of Rialto APPROVED AS TO FORM AND CONTENT: Dated: Jimmy L. Gutierrez, Esq. Rialto City Attorney Attorney for City of Rialto Dated: By: ' Title: City of Rosemead APPROVED AS TO FORM AND CONTENT: Dated: Joseph P. Buchman,Esq. Burke, Williams& Sorensen, LLP Attorney for City of Rosemead 255373.1 8 of 11 Dated: By: Title: City and County of San Francisco, By and Through Its Mayor's Office of Housing APPROVED AS TO FORM AND CONTENT: Dated: Donald P. Margolis, Esq. Deputy City Attorney OFFICE OF THE CITY ATTORNEY Attorney for City and County of San Francisco Dated: By: Title: City of San Juan Capistrano APPROVED AS TO FORM AND CONTENT: Dated: Omar Sandoval, Esq. Woodruff Spradlin&Smart Attorney for City of San Juan Capistrano Dated: By: Title: $ 'yo Seal : • h APPROVED AS TO FORM 41�C AirDated: v 2011 -- -� Steven R. Orr, Esq. Richards, Watson & Gershon Attorney for City of Seal Beach Dated: By: Title: City of South Gate 255373.1 9 of 11 APPROVED AS TO FORM AND CONTENT: Dated: Raul F. Salinas,Esq. City Attorney Attorney for City of South Gate Dated: By: Title: City of West Covina APPROVED AS TO FORM AND CONTENT: Dated: Richard H. Lam,Esq. Alvarez-Glasman&Colvin Attorney for City of West Covina Dated: Gayle Bloomingdale APPROVED AS TO FORM AND CONTENT: Dated: G. Kelly Reid,Jr.,Esq. Borton Petrini LLP Attorney for Gayle Bloomingdale Dated: Cheryl Isaacson APPROVED AS TO FORM AND CONTENT: Dated: Lawrence Borys,Esq. Ropers, Majeski, Kohn& Bentley Attorney for Cheryl Issacson 255373.1 10 of 11 Dated: Barbara Wood APPROVED AS TO FORM AND CONTENT: Dated: Lawrence Borys,Esq. Ropers, Majeski, Kohn & Bentley Attorney for Barbara Wood 255373.1 11 of 11 • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 SEAL BEACH REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 25th day of June , 2007 by and between the Seal Beach Redevelopment Agency ( "Agency ") and Rehab Financial Corporation, a California Corporation ( "Consultant "). . RECITALS. A Consultant desires to perform and assume responsibility for the provision of certain professional services for the Agency. Consultant represents that it is experienced in providing professional services to public clients, and is familiar with the scope of work of Agency. B Agency desires to engage Consultant to render professional services for the professional service(s) ( "Service(s) ") as set forth in this Agreement. • THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Scope of Services. • Consultant promises and agrees to furnish to the Agency all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Term. The term of this Agreement shall be from June 25, 2007 to June 30, 2008 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term may be extended by mutual consent of both parties. 9 • Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • • 1 Consultant Services with Rehab Financial Corporation Redevelopment Agency StcggReport June 25, 2007 3. Responsibilities of Consultant. 3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Agency retains Consultant on an independent contractor basis and not as an employee. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with a Schedule of Services to be developed jointly by the Agency and Consultant after execution of this agreement. In order to facilitate Consultant's conformance with the Schedule, Agency shall respond to Consultant's submittals in a timely manner. 3.3 Conformance to Applicable Requirements All work prepared by Consultant shall be subject to the approval of Agency. 3.4 Agency's Representative. The Agency hereby designates Lee Whittenberg, Director of Development Services, or his designee, to act as its representative for the performance of this Agreement ("Agency's Representative "). Agency's Representative shall have the power to act on behalf of the Agency for all purposes under this Contract. Contractor shall not accept direction from any person other than the Agency's Representative or his or her designee. • 10 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 3.5 Consultant's Representative. Consultant hereby designates Belinda Exon, President, or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.6 Standard of Care. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee who is determined by the Agency to be uncooperative, incompetent, a threat to the adequate `or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Agency, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.7 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Agency, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Agency, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 11 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 3.8 Insurance. 3.8.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the Agency that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Agency that the subcontractor has secured all insurance required under this section. 3. 8.2 Minimum Requirements. 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 which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: • (1) Minimum Scope of Insurance. 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 (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (2) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. 12 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 3.8.3 Professional Liability. Consultant shall, at its expense, procure and maintain for the duration of the Agreement professional liability insurance in the amount of $1,000,000. • 3. 8.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the Agency to add the following provisions to the insurance policies: (1) General Liability. • The general liability policy shall be endorsed to state that: (I) the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (ii) the insurance coverage shall be primary insurance as respects the Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (2) Automobile Liability. The automobile liability policy shall be endorsed to state that: (I) the Agency, 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; and (ii) the insurance coverage shall be primary insurance as respects the Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. 13 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 (3) Workers' Compensation and Employers Liability Coverage. If requested by the Agency the insurer shall agree to waive all rights of subrogation against the Agency, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (4) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (I) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Agency; and (ii) any failure to comply with reporting or other provisions of the policies, including breaches of- warranties, shall not affect coverage provided to the Agency, its directors, officials, officers, employees, agents and volunteers. 3. 8.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Agency, its directors, officials, officers, employees, agents and volunteers. 3. 8.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Agency. Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the Agency, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3. 8.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Agency. 14 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 3. 8.8 Verification of Coverage. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Agency. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the Agency if requested. All certificates and endorsements must be received and approved by the Agency before work commences. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 4. Fees and Payments. 4.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. 4.2 Payment of Compensation. Consultant shall submit to Agency a monthly, itemized statement which indicates work performed and hours of Services per project rendered by Consultant. Agency shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 4.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized by the Agency. 5. Termination Agency may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Agency, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. If this Agreement is terminated as provided 15 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 herein, Agency may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 6. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address: CONSULTANT: REHAB FINANCIAL CORPORATION Attn: Belinda Exon, President 7372 Prince Drive, Suite # 108 Huntington Beach, CA 92647 AGENCY: Seal Beach Redevelopment Agency Attn: Lee Whittenberg 211 Eighth Street Seal Beach, CA 90740 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 7. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or, provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Agency, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Agency's name or insignia, photographs of the Project, pertaining to the Services or the Project in any magazine, trade paper, 16 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 newspaper, television or radio production or other similar medium without the prior written consent of Agency. 8. Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party actual attorney's fees and all other costs incurred in connection with such action. 9. Indemnification. Consultant shall defend, indemnify and hold the Agency, its officials, officers, employees, volunteers and agents 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, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Agency, its directors, officials officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Agency or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Agency and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, its directors, officials, officers, employees, agents or volunteers. 10. 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. 17 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 11. Governing Law. This Agreement shall be governed by the laws of the State of California. 12. Time of Essence. Time is of the essence for each and every provision of this Agreement. 13. 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. 14. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 15. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 18 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 16. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's 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. 17. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. SEAL BEACH REHAB FINANCIAL REDEVELOPMENT AGENCY CORPORATION By: B David Carmany Its: Executive Director Its: Attest: By: Linda Devine, Agency Clerk Approved as to Form: By: /' alt1L • uinn Barrow, Agency Attorney 19 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 0 • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 EXHIBIT "A" PROPOSAL FOR CONSULTANT SERVICES Scope of Services and Fee Schedule - Rehab Financial Corporation Dated June 18, 2007 20 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Stcrfj'Report June 25, 2007 SCOPE OF SEREVICES AND FEE SCHEDULE Rehab Financial Corporation (RFC) shall provide all related programs and loan services including but not limited to those set forth in this section upon request of the City of Seal Beach. A. Construction Fund Disbursement 1. Upon execution of the loan documents, the City of Seal Beach shall send the completed Fund Disbursement Instructions, along with funding to RFC. The Fund Disbursement Instructions shall include the following data: a) Borrower(s) names and address; b) Contractor name and address; c) C) Property (job site) address; d) Amount of funds being held for disbursement; e) Instruction on how funds are to be disbursed; and f) Original signatures of Borrower(s) and City of Seal Beach Representative. 2. All funds shall remain on deposit in a trust account with a locally federally insured financial institution until receipt of a fully executed Disbursement Authorization from the City of Seal Beach containing all information regarding the amount of funds to be disbursed, and the parties to receive such funds. Said Disbursement Authorization shall be verified by RFC to wit: a) The amount authorized is available; and b) The Borrower(s) signature is in Disbursement, and City of Seal Beach Representative's signature is on the approved signatory list. 3. Once the transaction is completed and verified, funds shall be disbursed by RFC in the amount requested, and forwarded to the City of Seal Beach, or as directed. 4. Pursuant to written instruction from the City of Seal Beach, RFC may retain an amount of the total proceed for up to 35 days after the recordation of a Notice of Completion. Said notice may be recorded by RFC with the appropriate county recorder. 21 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • 0 Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report June 25, 2007 5. Upon request by the City of Seal Beach, RFC shall supply to the City of Seal Beach a monthiuy computer print out of all transactions and balances remaining in each account. 6. Upon payment of all funds for a project, RFC shall provide a Project Closing Statement to the City of Seal Beach which shall detail all account activity. B. Maintenance of Files and Availability of Data RFC shall maintain all records of all accounts established under the provisions of this Scope of Services and Fee Schedule for a period of 5 years after the closing of the each account. RFC shall, upon request and within a period of 30 days of such request, make available all records, financial and otherwise, dealing with the activities performed pursuant to the provision of this Scope of Services and Fee Schedule to authorized auditors and monitors of the City of Seal Beach. FEE SCHEDULE In return for the selected services provided to the City of Seal Beach by RFC, fees shall be paid pursuant to the following schedule. No fees shall be due RFC for services rendered unless requested by the City of Seal Beach. A. Fund Disbursement For each fund disbursement account, the fee shall be $125.00 for the first 10 checks, then $10.00 per check for each additional check, plus outside costs, including but not limited to recordation fees. Rehab Financial Corporation Belinda Exon, President Date 22 Rehab Financial Corporation Contract Approval.RDA Staff Report 2 • • f Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 SEAL BEACH REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 19th day of January , 2006 by and between the Seal Beach Redevelopment Agency ("Agency") and Rehab Financial Corporation, a California Corporation ("Consultant"). RECITALS. A Consultant desires to perform and assume responsibility for the provision of certain professional services for the Agency. Consultant represents that it is experienced in providing professional services to public clients, and is familiar with the scope of work of Agency. B Agency desires to engage Consultant to render professional services for the professional service(s) ("Service(s)") as set forth in this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Scope of Services. Consultant promises and agrees to furnish to the Agency all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Term. The term of this Agreement shall be from January 24, 2006 to June 30, 2006 , unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term may be extended by mutual consent of both parties. 5 Rehab Financial Corporation Contract Approval RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 3. Responsibilities of Consultant. 3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Agency retains Consultant on an independent contractor basis and not as an employee. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with a Schedule of Services to be developed jointly by the Agency and Consultant after execution of this agreement. In order to facilitate Consultant's conformance with the Schedule, Agency shall respond to Consultant's submittals in a timely manner. 3.3 Conformance to Applicable Requirements All work prepared by Consultant shall be subject to the approval of Agency. 3.4 Agency's Representative. The Agency hereby designates Lee Whittenberg or his designee, to act as its representative for the performance of this Agreement ("Agency's Representative"). Agency's Representative shall have the power to act on behalf of the Agency for all purposes under this Contract. Contractor shall not accept direction from any person other than the Agency's Representative or his or her designee. 6 Rehab Financial Corporation Contract Approval.RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 3.5 Consultant's Representative. Consultant hereby designates Belinda Exon, President, or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.6 Standard of Care. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being • employed by professionals in the same discipline in the State of California. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee who is determined by the Agency to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Agency, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.7 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Agency, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Agency, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 7 Rehab Financial Corporation Contract Approval.RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 3.8 Insurance. 3.8.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the Agency that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Agency that the subcontractor has secured all insurance required under this section. 3. 8.2 Minimum Requirements. 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 which may arise from or in connection with the performance of the Agreement by the • Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (1) Minimum Scope of Insurance. 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 (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (2) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. 8 Rehab Financial Corporation Contract Approval.RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 3.8.3 Professional Liability. Consultant shall, at its expense, procure and maintain for the duration of the Agreement professional liability insurance in the amount of $1,000,000. 3. 8.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the Agency to add the following provisions to the insurance policies: (1) General Liability. The general liability policy shall be endorsed to state that: (I) the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Consultant, including materials, pads or equipment furnished in connection with such work; and (ii) the insurance coverage shall be primary insurance as respects the Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (2) Automobile Liability. The automobile liability policy shall be endorsed to state that: (I) the Agency, 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; and (ii) the insurance coverage shall be primary insurance as respects the Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. 9 Rehab Financial Corporation Contract Approval RDA Staff Report Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 (3) Workers' Compensation and Employers Liability Coverage. If requested by the Agency the insurer shall agree to waive all rights of subrogation against the Agency, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (4) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (I) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Agency; and (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Agency, its directors, officials, officers, employees, agents and volunteers. - - 3. 8.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Agency, its directors, officials, officers, employees, agents and volunteers. 3. 8.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Agency. Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Agency, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3. 8.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Agency. 10 Rehab Financial Corporation Contract Approval.RDA Staff Report S Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 3. 8.8 Verification of Coverage. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Agency. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the Agency if requested. All certificates and endorsements must be received and approved by the Agency before work commences. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 4. Fees and Payments. 4.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed $5,000. 4.2 Payment of Compensation. Consultant shall submit to Agency a monthly, itemized statement which indicates work performed and hours of Services per project rendered by Consultant. Agency shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 4.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized by the Agency. 5. Termination Agency may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Agency, and Consultant shall be entitled to no further compensation. Consultant may not 11 Rehab Financial Corporation Contract ApprovaiRDA Staff Report • • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Repon January 23, 2006 terminate this Agreement except for cause. If this Agreement is terminated as provided herein, Agency may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 6. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address: CONSULTANT: REHAB FINANCIAL CORPORATION Attn: Belinda Exon, President 10221 Slater Avenue, # 211 Fountain Valley, CA 92708 AGENCY: Seal Beach Redevelopment Agency Attn: Lee Whittenberg 211 Eighth Street Seal Beach, CA 90740 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 7. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Agency, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Agency's name or insignia, photographs of the Project, pertaining to the Services or the Project in any magazine, trade paper, 12 Rehab Financial Corporation Contract Approval.RDA Staff Report Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 newspaper, television or radio production or other similar medium without the prior written consent of Agency. 8. Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party actual attorney's fees and all other costs incurred in connection with such action. 9. Indemnification. Consultant shall defend, indemnify and hold the Agency, its officials, officers, employees, volunteers and agents 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, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Agency, its directors, officials officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Agency or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Agency and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, its directors, officials officers, employees, agents or volunteers. 10. 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. 13 Rehab Financial Corporation Contract Approval RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 11. Governing Law. This Agreement shall be governed by the laws of the State of California. 12. Time of Essence. Time is of the essence for each and every provision of this Agreement. 13. 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. 14. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 15. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 14 Rehab Financial Corporation Contract Approval RDA Staff Report • • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 16. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's 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. 17. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. SEAL BEACH REHAB FINANCIAL REDEVELOPMENT AGENCY CORPORATION By: By: John B. Bahorski Its: Executive Director Its: Attest: By: Linda Devine, Agency Clerk Approved as to Form: By: Quinn Barrow, Agency Attorney 15 Rehab Financial Corporation Contract Approval.RDA Staff Report • • Consultant Services with Rehab Financial Corporation Redevelopment Agency Staff Report January 23, 2006 EXHIBIT "A" PROPOSAL FOR CONSULTANT SERVICES Scope of Services and Fee Schedule — Rehab Financial Corporation Dated January 19, 2006 16 Rehab Financial Corporation Contract Approval.RDA Staff Report • • • SCOPE OF SERVICES AND FEE SCHEDULE Rehab Financial Corporation (RFC) shall provide all related programs and loan services including but not limited to those set forth in this section upon request of the City of Seal Beach. A. Construction Fund Disbursement 1. Upon execution of the loan documents, the City of Seal Beach shall send the completed Fund Disbursement Instructions, along with funding to RFC. The Fund Disbursement Instructions shall include the following data: a) Borrower(s) Names and address b) Contractor name and address c) Property Gob site) address d) Amount of funds being held for disbursement e) Instruction on how funds are to be disbursed f) Original signatures of Borrower(s) and City of Seal Beach Representative • 2. All funds shall remain on deposit in a trust account with a local federally insured financial institution until receipt of a fully executed Disbursement Authorization from the City of Seal Beach containing all information regarding the amount of funds to be disbursed, and the parties to receive such funds. Said Disbursement Authorization shall be verified by RFC to wit: a) The amount authorized is available b) The Borrower(s) signature is on Disbursement, and City of Seal Beach Representative's signature is on the approved signatory list. 3. Once the transaction is completed and verified, funds shall be disbursed by RFC in the amount requested, and forwarded to the City of Seal Beach, or as directed. 4. Pursuant to written instruction from the City of Seal Beach, RFC may retain an amount of the total proceed for up to 35 days (35) after the recordation of a Notice of Completion. Said notice may be recorded by RFC with the appropriate county recorder. 2 ,d dt2 : T SD 22 ACM • • 5. RFC shall supply to the City of Seal Beach a monthly computer print out of all transactions and the balances remaining in each account. 6. Upon payment of all funds for a project, RFC shall provide a Project Closing Statement to the City of Seal Beach which shall detail all account activity_ B. Maintenance of Files and Availability of Data: RFC shall maintain all records of all accounts established under the provisions of this agreement for a period of five (5) years after the closing of each account. RFC shall, upon request and within a period of thirty (30) days of such request, make available all records, financial and otherwise, dealing with its activities performed pursuant to the provision of this Agreement to authorized auditors and monitors of the City of Seal Beach. FEE SCHEDULE In return for the selected services provided to the City of Seal Beach by RFC, fees shall be paid pursuant to the following schedule. No fees shall be due RFC for services rendered unless requested by the City of Seal Beach. A. Fund Disbursement: For each fund disbursement account, the fee shall be $125.00 for the first ten checks, then $10.00 per check for each additional check, plus outside costs, including but not limited to recordation fees. TERMS AND CONDITIONS A. RFC shall be fully justified in accepting and acting upon, without investigation, any certificate, statement, opinion, notice of demand furnished to it pursuant to the provisions of this Agreement and which RFC shall in good faith believe to have been fully authorized and executed on behalf of the party in whose name it purports to have been executed. B. RFC shall indemnify and hold harmless the City of Seal Beach from any and all loss, penalty, fine, forfeiture, reasonable attorney's fees, damage or E •d dLd :dt so 22 AObJ • • expense that the City of Seal Beach, it's officers, employees and agents that RFC may sustain or incur as a result of any failure on the part of RFC to perform it's respective services, duties and obligations under the terms and provisions of this Agreement; provided, however, that such indemnification shall not extend to any loss occasioned by errors, omissions and inconsistencies in the program procedures, forms, or guidelines supplied by the City of Seal Beach to RFC, or by requests from the City of Seal Beach for waiver of specific standards which would otherwise be applied to a service under the terms of this Agreement. C. Agency shall indemnify and hold harmless RFC, and/or it's agents against all claims and damages, alleged or otherwise, of whatsoever nature arising out of, or in any way connected with (a) RFC's performance in accordance with the City of Seal Beachs instructions regarding fund disbursement for rehabilitation work; (b) the reliance by RFC upon any notice, certificate, warranty or other paper or instrument believed by RFC to be genuine or authentic or to be signed by the proper parties; (c) the performance or nonperformance of any act required by the Borrower under the program for which it would be unreasonable for RFC to monitor. RFC shall have no responsibility for any loss or liability of any borrower, contractor or other third party. D. The City of Seal Beach and RFC shall comply with all applicable statutes, regulations and ordinances including the Federal Truth in Lending Act and Regulation Z thereto, the Consumer Credit Reporting Act, The Equal Opportunity Act and Regulation B thereto. E. Each party hereto agrees that in the event of it's default under this Agreement, it will reimburse the other party of all costs and expenses (including, without limitation, attorney's fees) incurred by such party in connection with the enforcement if it's rights hereunder. F. Any communication or notification between parties hereto may be given by mailing the same through the United States Postal Service (USPS), postage prepaid, to the following addresses: TO RFC: President Rehab Financial Corporation 10221 Slater Ave # 211 Fountain Valley, CA 92708 { •d 01L.2 : 1 SO dZ now • • • To City of Seal Beach: Or such other address as either party may, in writing, hereafter indicate as provided herein. The date of deposit with the USPS of such mailing shall constitute the first day of required notifications. G. This Agreement and any agreement, document or instrument attached hereto or referred to herein, integrate all terms and conditions mentioned herein or incidental hereto, and supersede all oral negotiations or prior writings with respect to the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any other such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail. • H. This Agreement shall be governed by and construed in accordance with the laws of the City of Seal Beach, and the State of California. This Agreement shall be binding upon the successors in interest of the parties hereto. Neither party may assign it's rights or obligations hereunder without the prior written consent of the other. J. The Finance Director, or designated City of Seal Beach representative, is authorized and directed, for and on behalf of the City of Seal Beach to administer this Agreement and all matters in connection with it. EQUAL OPPORTUNITY During the performance of this Agreement: A. RFC, or it's agent will not discriminate against any employee or applicant for employment because of their race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or sexual orientation. RFC will take affirmative action to ensure that employees are treated without regard to any of the above. Such action shall include, but not be limited to the following: s •d dt2 :at So 22 Arm • • Employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. B. RFC, or it's agent will, in all solicitations or advertisement for employees placed by on behalf of RFC, state that all qualifies applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or sexual orientation. C. RFC, or it's agent will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. TERMINATION OF SERVICES A. In the event of breach of any condition or provision hereof, the City of Seal Beach shall have the right, by prior written notice to RFC to terminate it's employment hereunder and cancel this Agreement and have the work called for hereby otherwise performed, without prejudice to any other rights or remedies of the City of Seal Beach. The City of Seal Beach shall have the benefit of such work as may have been completed up to the time of such termination and with respect to any part which shall have been delivered to and accepted by the City of Seal Beach, there shall be an equitable adjustment of compensation. B. Irrespective of any default hereunder, the City of Seal Beach may also, at any time at it's discretion, terminate this Agreement, in whole or in part, by giving RFC sixty (60) day written notice thereof and in such event, RFC shall be entitled to receive compensation specified herein for all work completed and accepted prior to such sixty day notice, but not yet delivered to the City of Seal Beach. RFC at their discretion may terminate this Agreement, in whole or in part, by giving the City of Seal Beach thirty (30) days written notice. C. The terms of this Agreement shall commence upon execution of the Agreement by both parties and shall continue for one year thereafter. This Agreement shall automatically renew for successive one year terms. IN WITNESS HEREOF, The City of Seal Beach and RFC have executed this Agreement as of the date first hereinabove set forth. 9 'd dt2 :21 SO 22 now • • • Date: City of Seal Beach Representative Rehab Financial Corporation / / / ( i Date: I t/ji/vy Belinda Exon, Presid nt L .d d92 :31 SO 22 AoW