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Home My WebLink AboutAGMT - Seal Beach Trailer Park (Resident Owerns' Association) AGREEMENT FOR REIMBURSEMENT OF AGENCY COSTS TO REVIEW ALL NECESSARY DOCUMENTS FOR THE PROPOSED OWNERSHIP TRANSFER OF THE SEAL BEACH TRAILER PARK TO A NON-PROFIT PUBLIC BENEFIT CORPORATION AS A LIMITED EQUITY CORPORATION THIS AGREEMENT is made this "1 day of 2006, by and between the Redevelopment Agency of the City of Seal Beach (h inaft "AGENCY") and Seal Beach Trailer Park Resident Owners' Association, Inc, hereinafter "SBTPROA"). RECIrAIS A. SBTPROA has submitted an application to the California Department of Housing and Community Development, Mobilehome Park Resident Ownership Program (MPROP) for funding to assist in the financing of a proposed ownership transfer of the Seal Beach Trailer Park to a non - profit public benefit corporation as a limited equity corporation (the "Project "). B. The Parties agree that SBTPROA's application for project approvals ( "Project Application ") will require allocation of AGENCY staff, AGENCY Attorney, and potentially AGENCY consultant resources to ensure that if the proposed transfer is to be accomplished, that the interests and concerns of the Agency are adequately represented and addressed. D. SBTPROA agrees to reimburse AGENCY in full for all costs and expenses actually incurred by AGENCY (collectively, "Agency Costs ") in reviewing the proposed documentation for this project to (i) ensure that the positions and responsibilities of the Redevelopment Agency are either maintained or revised in the most appropriate manner, (ii) are consistent with the provisions of California Redevelopment Law, (iii) are consistent with the current regulations and financing agreements, and (iv0 are consistent with the direction of the Agency, in the manner provided for herein. In doing so, SBTPROA does not waive any rights or claims regarding excess payments or charges to which SBTPRA may be subjected as a result of AGENCY'S payment of such costs. E. SBTPROA also acknowledges that work on the Project Application shall be immediately suspended if either (i) SBTPROA fails to make any payments in the manner required by this Agreement, or (ii) SBTPROA notifies AGENCY of the abandonment of the Project Application as provided for herein. Macintosh HD :Users•kenw.Library•Mail Downloads•Reimbursement Agreeme #60E92 doc \LW\07 -12 -06 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 F. It is not the intent of this Agreement to have SBTPROA pay to AGENCY any amounts in excess of those costs actually incurred by AGENCY for work actually performed pursuant to this Agreement. COVENANTS 1. City's Scope of Work for Project. AGENCY shall promptly review the Project Application for funding to assist in the financing of a proposed ownership transfer of the Seal Beach Trailer Park to a non - profit public benefit corporation as a limited equity corporation. AGENCY shall also prepare Staff Reports, Ordinances, Resolutions and other project consideration documents as may be necessary so that the proposed project may be considered by the AGENCY. AGENCY shall promptly process the Project Application. The foregoing are collectively referred to as "Agency Work ") 2. Reimbursement. A. SBTPROA shall reimburse AGENCY in full for all reasonable documented costs and expanses actually incurred by AGENCY personnel (full-time and part-time positions) for the Agency Work (including, without limitation, legal fees and expenses charged AGENCY by its AGENCY Attorney at the hourly rates City Attorney charges City for preparation and review of documents related to development proposals) (the "Reimbursable Staff Costs "). The City Attomey's current rates for 2006 are set forth in Exhibit "A ". These rates may be adjusted in 2007 and the City will provide such updated information when informed of said adjustment by City Attorney. B. SBTPROA shall reimburse AGENCY according to the following schedule: (1) ESTIMATED BUDGET. CITY has prepared an "Estimated Budget" which is provided below. Estimated Budget. SBTPROA acknowledges and agrees that AGENCY has informed SBTPRA that AGENCY's preliminary estimate of costs to be reimbursed by SBTPRA will be approximately $20,000.00. Such cost estimate was derived as follows: . (1) AGENCY's staff costs and expenses: $ 10,000.00 (2) AGENCY's legal fees and expenses: $ 5,000.00 (3) AGENCY's consultant fees and expenses: $ 5,000.00 Reimbursement Agreeme #60E92 doc 2 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 Such estimates are estimates only, and represent a reasonable approximation based upon AGENCY's past experience and standard hourly rates. The estimate in any or all categories may be exceeded or reduced based upon the ultimate scope of work necessary to adequately process the Project Application. AGENCY shall use its best efforts to maintain project costs within the estimated amount; however, in no event shall the cost estimate be construed as a limitation or maximum figure of SBTPROA's ultimate cost reimbursement responsibility. At such time as the actual costs in any category itemized above equal or exceed eighty percent (80 %) of the estimated amount, AGENCY shall notify SBTPRA of that fact in writing to allow SBTPRA to plan accordingly. SBTPROA acknowledges and agrees that the amount of AGENCY's costs to be reimbursed by SBTPROA pursuant to this Agreement are not negotiable to the extent that they are actually incurred by AGENCY in paying for performance of work incurred for processing the Project Application (2) REIMBURSEMENT FOR STAFF COSTS. Upon the execution of this Agreement SBTPROA shall deposit with AGENCY the sum of Ten Thousand Dollars ($10,000) (the "AGENCY Deposit Amount "), which AGENCY shall place in an interest bearing account (the "AGENCY Deposit Account "). AGENCY shall deduct from such AGENCY Deposit Amount, until the CITY Deposit Amount is exhausted, the documented Reimbursable Staff Costs. All interest earned on the AGENCY Deposit Amount, if any, shall accrue to the benefit of, and be used for, completion of the Agency Work. AGENCY may, in lieu of deposit of the AGENCY Deposit Amount into a separate bank account, separately account for such deposit in one or more of its various bank accounts, and upon doing so, shall proportionately distribute to the account(s) into which the AGENCY Deposit Amount resides, the average interest earned during the period on the AGENCY Deposit Amount. (3) AGENCY shall monthly send to SBTPROA an accounting of amounts and reasons the AGENCY Deposit Amount has been used over the preceding month ( "Monthly Accounting "), including (i) an Invoice (defined below) for Agency Work performed, (ii) a Reconciliation (defined below) including an accounting of the interest earned and the accounts into which the earned interest has been deposited, and (iii) a reconciliation of the expenditures with the Budget. (4) SUBMISSION OF DOCUMENTATION. In connection with each Monthly Accounting, AGENCY shall submit an invoice ( "Invoice ") which shall include: reasonably detailed descriptions of the work performed and by whom; those persons hourly rates, the amount of time spent on each individual task of the work performed; applicable overhead rates, and a copy of the paid receipt for any claimed reimbursable expense for the billing period. Reimbursement Agreeme #60E92 doc 3 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 (5) REPLENISHMENT OF AGENCY DEPOSIT ACCOUNT. In connection with each Monthly Accounting, AGENCY shall submit to SBTPROA a statement of expenses and reconciliation of AGENCY Deposit Account for the preceding month's costs of reimbursable services and expenses ( "Reconciliation "). AGENCY may carry over to the next month's invoice any charges not billed in a particular month. SBTPROA shall replenish the deposit account ( "Supplemental Deposit ") throughout the Agency Work when a minimum balance of $2,500.00 is readied in the AGENCY Deposit Account. The Supplemental Deposit shall be reasonably determined by the Director of Development Services to cover the anticipated billings for Reimbursable AGENCY Costs for a period not to exceed the ensuing sixty (60) days. Such Supplemental Deposit shall be made within twenty (20) days of receipt of the written request for Supplemental Deposit. Any request fora Supplemental Deposit shall include an explanation of the work completed to date and the anticipated cost of the work remaining to be performed, including without limitation, a revised Budgt. SBTPROA agrees that AGENCY's work on the Project Application shall be immediately suspended if at any time SBTPROA fails to make a Supplemental Deposit in the time periods provided for in this Agreement. Any Supplemental Deposit amount shall be governed by the same terms of trust governing the original deposit. AGENCY shall remit to SBTPROA any balance remaining in the AGENCY Deposit Account within thirty (30) days after the date on which: (i) Project Application has been finally processed by AGENCY; or (ii) SBTPROA gives notice of abandonment of the Project in accordance with this Agreement, whichever occurs first. 3. Abandonment of the Project. In the event SBTPROA notifies AGENCY's Executive Director in writing of its intent to abandon the Project, SBTPROA shall reimburse AGENCY for all services of the AGENCY staff personnel (including AGENCY's Attorney) who had performed prior to the notice of abandonment. 5. Interpretation. This Agreement is deemed to have been prepared by all of the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to applicable rules of interpretation of contracts under the law of the State of California. 6. Assignment. This Agreement shall not be assignable by SBTPROA in whole or in part without the prior written consent of AGENCY, which written consent shall not be unreasonably withheld. SBTPROA shall provide to AGENCY thirty (30) days advanced notice of any such assignment. Notwithstanding the foregoing SBTPROA may assign this Agreement to a Related Entity without the necessity of notice to, or consent by, the AGENCY. A "Related Entity" means any entity which controls, is controlled by, or is under common control with, SBTPROA. Reimbursement Agreeme #60E92.doc 4 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 7. Notice. Any notice required to be given to SBTPROA shall be deemed duly given upon delivery, if sent to SBTPROA and SBTPROA's legal representative, postage prepaid to: Seal Beads Trailer Park Resident Owners' Association Attn: Sue Loftin 5760 Fled Street, Suite 110 Carlsbad, CA 92008 or personally delivered to SBTPROA at such address or other address specified to AGENCY in writing by SBTPRA. Any notice required to be given to AGENCY shall be deemed duly given upon delivery, if sent to AGENCY postage prepaid to: Seal Beach Redevelopment Agency Attn: Lee Whittenberg Director of Development Services 211 8th Street Seal Beads, CA 90740 or personally delivered to AGENCY at such address or other address specified to SBTPROA in writing by AGENCY. 8. Entire Agreement. This Agreement represents the entire integrated agreement between AGENCY and SBTPROA, and supersedes all prior negotiations, representations or agreements, either written or oral This Agreement may be amended only by a written instrument signed by both AGENCY and SBTPROA. 9. Litigation Costs. Should any dispute under this Agreement lead to litigation, the prevailing party shall be entitled to recover from the other party actual attorneys' fees and costs for the prosecution of the action. 10. Governing Law. This Agreement shall be governed by, and interpreted according to the laws of the State of California. 11. Authority. The persons signing this Agreement warrant that each of them has the authority to execute this Agreement on behalf of the party on whose behalf said person is purporting to execute this Agreement, and that this Agreement is a binding obligation of said parties. Reimbursement Agreeme #60E92.doc 5 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 12. Rights of Successors. All of the rights and obligations of the parties under this Agreement shall bind and inure to the benefit of their respective heirs, personal representatives, successors and assigns. 13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. The signature page and acknowledgment of any counterpart may be removed therefrom and attached to any other counterpart to evidence execution thereof by all of the parties hereto without affecting the validity thereof. EXECUTED in the day and y ear first above written. "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By di A ( . - AO A ---- J P7:. BAHORSKI EX . TIVE DIRECTOR ATTEST: sdnrztft, 110./ CITYC APPROVED AS AO FORM G " '1 J CITY AT ORNEY Reimbursement Agreeme #60E92 doc 6 Reimbursement Agreement with Seal Beach Trailer Park Resident Owners' Association re: Proposed Ownership Transfer of the Seal Beach Trailer Park July 24, 2006 "SBTPROA" Seal Beach Trailer Park Resident Owners' Association, Inc. PiJLe.v. c& L By: ar2.4—_ ... Its: '1" - Sl � '4-- --, 73 ys „0,e ei j , iG u 4 e, �6 yi r U.) (SULA-0--•-■--am, 41/4" ("3; I G 5" •- 1 i ' ( a-J2_1 10 a ►c , 4 ' / A ....e.r.. ij X A 6 -,-),„....„..._ ct:Y .-- L--e-v5 Ae_____ padul - 1-4144(C 0,---k i i , ! or .r o ‘ ,c-e -ems Reimbursement Agreeme #60E92.doc 7 RICHARDS, WATSON & GERSHON 2006 STANDARD BILLING RATES YEARS OF HOURLY PRACTICE RATE SHAREHOLDERS 25+ $410 - $500 SHAREHOLDERS 20+ $390 SHAREHOLDERS 15+ 5375 SHAREHOLDERS 10+ 5350 SHAREHOLDERS 7+ 5325 SR. ATTORNEYS 25+ $410 - $425 SR. ATTORNEYS 20+ 5390 SR. ATTORNEYS 15+ 5375 - $400 SR. ATTORNEYS 10+ 5350 SR. ATTORNEYS 7+ $325 ASSOCIATES 6+ 5265 ASSOCIATES 5+ $265 ASSOCIATES 4+ $250 ASSOCIATES 3+ 5240 ASSOCIATES 2+ $225 ASSOCIATES 1+ 5205 ASSOCIATES 1- $195 LAW CLERKS 5160 SR. PARALEGALS $170 PARALEGALS $145 1/13/2006 1