HomeMy WebLinkAboutInterfaith Housing Assistance Corporation; 2004-12-28;AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR MANAGEMENT AGENT
SERVICES
(Interfaith Housing Assistance Corporation)
This Amendment No. 3 is entered into and effective as of the 15 day of
. 2008, extending the agreement dated December 28, 2004 (the
"Agreement") by and between the CARLSBAD REDEVELOPMENT AGENCY, a Community
Redevelopment Agency and body corporate and politic, ("Agency"), and INTERFAITH HOUSING
ASSISTANCE CORPORATION, ("Contractor") (collectively, the "Parties").
RECITALS
A. The Parties desire to extend the Agreement for a period of one (1) year; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (1) year ending on September 30, 2009.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
*By
CITY OF
corporation of tl
By:
(print name/title)
, <~77s^tfA^
/title) /
ss)
L/ORRAlKlE M.
/City Gtefk
(print name/title)
y 7
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Assistant City Attorney
City Attorney Approved Version #05.22.01
AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR MANAGEMENT AGENT
SERVICES
(Interfaith Housing Assistance Corporation)
This Amendment No.2 is entered into and effective as of the c$? day of
October, 2007, extending the agreement dated December 28, 2004 (the "Agreement") by and
between the CARLSBAD REDEVELOPMENT AGENCY, a Community Redevelopment Agency
and body corporate and politic, ("Agency"), and INTERFAITH HOUSING ASSISTANCE
CORPORATION, ("Contractor") (collectively, the "Parties").
RECITALS
A. The Parties desire to extend the Agreement for a period of one (1) year; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (1) year ending on September 30, 2008.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
*By:
CITY
corporat on <
(print name/title)
I tsrtfj
(print name/title)'
L<
City Clerk
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
City Attorney Approved Version #05.22.01
AMENDMENT NO.1 TO EXTEND THE AGREEMENT FOR MANAGEMENT AGENT
SERVICES
(Interfaith Housing Assistance Corporation)
This Amendment No.1 is entered into and effective as of the 1st day of October.
2006, extending the agreement dated December 28, 2004 (the "Agreement") by and between
the CARLSBAD REDEVELOPMENT AGENCY, a Community Redevelopment Agency,
("Agency"), and INTERFAITH HOUSING ASSISTANCE CORPORATION, ("Contractor)
(collectively, the "Parties").
RECITALS
A. The Parties desire to extend the Agreement for a period of one (1) year; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (1) year ending on September 30, 2007.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTPR
*By:
$rf<s^',J(&H~£
*By:
(print name/title)
(e-mail address)
(sign here)
(print name/title)
(e-mail address)
. <&^t*
-•'
CITY OF CARLSBAD, a municipal
corporation of the State of California
;ity Manager or Mayor
ATTEST:
LORRAINE M. WOOD
City Clerk
J
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED FORM:
, City Attorney
Deputy City Attorney
City Attorney Approved Version #05.22.01
CALIFORNIA
ALL-PURPOSE
ACKNOWLEDGEMENT
STATE OF CALIFORNIA
COUNTY OF
on Before me ROSOLYN J. HARPER. NOTARY PUBLIC
DATE NAME, TITLE OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC"
personally appeared,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
whose name^ is/^re subscribed to the within instrument and acknowledged to me that he/^hef
thef executed the same in his/ber7tbetr authorized capacity(ies7, and that by his/beVtbeff"
signaturej» on the instrument the person(s>; or the entity upon behalf of which the person(sfacted,
executed the instrument.
WITNESS my hand and official seal, oe
OTAFW PUBLIC/SIGNATURE
(SEAL)
OPTIONAL INFORMATION
TITLE OR TYPE OF DOCUMENT
DATE OF DOCUMENT
ArM&MAM&JT
NUMBER OF PAGES
SIGNER(S) OTHER THAN NAMED ABOVE
AGREEMENT FOR EXCLUSIVE MANAGEMENT AGENT SERVICES
Interfaith Housing Assistance Corporation
ddZf& , 2004, by and between the CARLSBAD REZVELOPMENT
AGENCY, a Community Redevelopment Agency, ("Agency"), and INTERFAITH
HOUSING ASSISTANCE CORPORATION, a California Nonprofit Benefit Corporation
("Agent " ) .
THIS AGREEMENT is made and entered into as of the A 8 I day of
RECITALS
A. City requires exclusive management agent services for the management
and day-to-day operation of the Tyler Court Senior Apartments located at 3363 Tyler
Street, Carlsbad, CA 92008.
B. Agent has the necessary experience in providing exclusive management
agent services.
C. Selection of Agent is expected to achieve the desired results in an
expedited fashion.
D. Agent has submitted a proposal to City and has affirmed its willingness
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Agent agree as follows:
1. SCOPE OF WORK
City retains Agent to perform, and Agent agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Agent will exercise the reasonable professional care and
skill customarily exercised by reputable members of Agent's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best
judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two years, effective from
October 1, 2004. The City Manager may amend the Agreement to extend it for three (3)
additional one (1) year periods or parts thereof in an amount not to exceed the terms
and conditions stated in Section 5 below. Extensions will be based upon a satisfactory
review of Agent's performance, City needs, and appropriation of funds by the City
Council. The parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
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City Attorney Approved Version #04.01.02
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The sole compensation which the Agent shall be entitled to receive for all services
performed under this Agreement shallbe a fee computed and payable monthly on the
first day of each month as follows:
(a) During the first seven (7) months of the term of this Agreement, (through June 30, 2005) the Agent's monthly fee shall be the sum of Thirty Seven Dollars,
Thirteen Cents ($37.1 3) per unit (including any free unit for managerial staff).
(b) During each subsequent year of the Agreement, the Agent's monthly fee
shall be increased by three (3) percent and added to the previous year's dollar per unit
per month fee (including any free unit for managerial staff).
6. STATUS OF AGENT
Agent will perform the Services in Agent's own way as an independent agent and in
pursuit of Agent's independent calling, and not as an employee of City. Agent will be
under control of City only as to the result to be accomplished, but will consult with City
as necessary. The persons used by Agent to provide services under this Agreement will
not be considered employees of City for any purposes.
The payment made to Agent pursuant to the Agreement will be the full and complete
compensation to which Agent is entitled. City will not make any federal or state tax
withholdings on behalf of Agent or its agents, employees or subcontractors. City will not
be required to pay any workers' compensation insurance or unemployment contributions
on behalf of Agent or its employees or subcontractors. Agent agrees to indemnify City
within thirty (30) days for any tax, retirement contribution, social security, overtime
payment, unemployment payment or workers' compensation payment which City may
be required to make on behalf of Agent or any agent, employee, or subcontractor of
Agent for work done under this Agreement. At the City's election, City may deduct the
indemnification amount from any balance owing to Agent.
7. SUBCONTRACTING
Agent will not subcontract any portion of the Services without prior written approval of
City. If Agent subcontracts any of the Services, Agent will be fully responsible to City for
the acts and omissions of Agent's subcontractor and of the persons either directly or
indirectly employed by the subcontractor, as Agent is for the acts and omissions of
persons directly employed by Agent. Nothing contained in this Agreement will create
any contractual relationship between any subcontractor of Agent and Agency. Agent will
be responsible for payment of subcontractors. Agent will bind every subcontractor and
every subcontractor of a subcontractor by the terms of this Agreement applicable to
Agent's work unless specifically noted to the contrary in the subcontract and approved
in writing by Agency.
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City Attorney Approved Version #04.01.02
8. OTHER AGENTS
The Agency reserves the right to employ other Agents in connection with the Services.
9. INDEMNIFICATION
(a) Agent agrees to indemnify and hold harmless the Agency and its officers,
officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described
herein caused in whole or in part by any willful misconduct or negligent act or omission
of the Agent, any subcontractor, anyone directly or indirectly employed by any of them
or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense Agency
incurs or makes to or on behalf of an injured employee under the Agency's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
(b) The Carlsbad Redevelopment Agency agrees to maintain liability insurance
coverage on the property. Agent shall not be responsible for the type, amount or
sufficiency of insurance coverage on the Apartments.
IO. INSURANCE
Agent will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Agent or
Agent's agents, representatives, employees or subcontractors. The insurance will be
obtained from an insurance carrier admitted and authorized to do business in the State
of California. The insurance carrier is required to have a current Best's Key Rating of not
less than "A-:V".
10.1 Coveraqes and Limits.
Agent will maintain the types of coverages and minimum limits indicated below, unless
City Attorney or City Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Agent's indemnification obligations
under this Agreement. Agency, its officers, agents and employees make no
representation that the limits of the insurance specified to be carried by Agent pursuant
to this Agreement are adequate to protect Agent. If Agent believes that any required
insurance coverage is inadequate, Agent will obtain such additional insurance
coverage, as Agent deems adequate, at Agent's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
3 City Attorney Approved Version #04.01.02
10.1.2 Automobile Liability (if the use of an automobile is involved for
Agent's work for Agency). $1,000,000 combined single-limit per accident for bodily injury
and property damage.
10.1.3 Workers' Compensation and Employer's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Agent has no employees and
provides, to Agency's satisfaction, a declaration stating this.
10.2. Additional Provisions. Agent will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1
10.2.2
The Agency will be named as an additional insured on General
Liability.
Likewise, Agent will be named as an additional insured on the
Agency's General Liability policy.
10.2.2 Agent will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to Agency sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to Agency's
execution of this Agreement, Agent will furnish certificates of insurance and
endorsements to Agency.
10.4 Failure to Maintain Coverage. If Agent fails to maintain any of these insurance
coverages, then Agency will have the option to declare Agent in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies
in order to maintain the required coverages. Agent is responsible for any payments
made by Agency to obtain or maintain insurance and Agency may collect these
payments from Agent or deduct the amount paid from any sums due Agent under this
Agreement.
10.5 Submission of Insurance Policies. Agency reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies and
endorsements.
10.6 Crime Bond. The Agent shall provide a Crime Bond in the amount of $50,000
naming the Agency as co-obligee.
11. BUSINESS LICENSE
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City Attorney Approved Version #04.01.02
Agent will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Agent will maintain complete and accurate records with respect to costs incurred under
this Agreement. All records will be clearly identifiable. Agent will allow a representative
of Agency during normal business hours to examine, audit, and make transcripts or
copies of records and any other documents created pursuant to this Agreement. Agent
will allow inspection of all work, data, documents, proceedings, and activities related to
the Agreement for a period of three (3) years from the date of final payment under this
Ag reemen t.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Agent or its agents, employees, and subcontractors
pursuant to this Agreement is the property of Agency. In the event this Agreement is
terminated, all work product produced by Agent or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to Agency. Agent
will have the right to make one (1) copy of the work product for Agent’s records.
14. COPYRIGHTS
Agent agrees that all copyrights that arise from the services will be vested in Agency
and Agent relinquishes all claims to the copyrights in favor of Agency.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of Agency and on behalf of Agent under this Agreement.
For Agencv: For Agent:
Name: Debbie Fountain
Title: Housing and Redevelopment
Director
Department: Housing & Redevelopment
City of Carlsbad
Address: 2965 Roosevelt Street, Suite B
Carlsbad, CA 92008
Phone No. 760.434.281 5
Name: Doris Snashall
Title: Director of Propertv Management
Address: 21 30 Fourth Avenue
San Diego, CA 92101
Phone No. 619.231.0288
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
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City Attorney Approved Version #04.01.02
Agency will evaluate Agent‘s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and Agency’s Conflict of Interest Code is
required of Agent or any of Agent’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Agent or Agent’s affected employees, agents, or
subcontractors will complete and file with the Agency Clerk those schedules specified
by Agency and contained in the Statement of Economic Interests Form 700.
Agent, for Agent and on behalf of Agent’s agents, employees, subcontractors and
consultants warrants that by execution of this Agreement, that they have no interest,
present or contemplated, in the projects affected by this Agreement. Agent further
warrants that neither Agent, nor Agent’s agents, employees, subcontractors and
consultants have any ancillary real property, business interests or income that will be
affected by this Agreement or, alternatively, that Agent will file with the Agency an
affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Anent will keep fully informed of federal, state and local laws and ordinances and
regulations which in-any manner affect those employed by Agent, or in any way affect
the performance of the Services by Agent. Agent will at all times observe and comply
with these laws, ordinances, and regulations and will be responsible for the compliance
of Agent‘s services with all applicable laws, ordinances and regulations.
Agent will be aware of the requirements of the Immigration Reform and Control Act of
1986 and will comply with those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors and consultants that
the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Agent will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Agent or Agency will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the Agency
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
6 City Attorney Approved Version #04.01.02
20. TERMINATION
In the event of the Agent's failure to prosecute, deliver, or perform the Services, Agency
may terminate this Agreement for nonperformance by notifying Agent by certified mail of
the termination. If Agency decides to abandon or indefinitely postpone the work or
services contemplated by this Agreement, Agency may terminate this Agreement upon
written notice to Agent. Upon notification of termination, Agent has five (5) business
days to deliver any documents owned by Agency and all work in progress to Agency
address contained in this Agreement. Agency will make a determination of fact based
upon the work product delivered to Agency and of the percentage of work that Agent
has performed which is usable and of worth to Agency in having the Agreement
completed. Based upon that finding Agency will determine the final payment of the
Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of Agency, Agent will
assemble the work product and put it in order for proper filing and closing and deliver it
to Agency. Agent will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. Agency will make
the final determination as to the portions of tasks completed and the compensation to
be made.
21. COVENANTS AGAINST CONTINGENT FEES
Agent warrants that Agent has not employed or retained any company or person, other
than a bona fide employee working for Agent, to solicit or secure this Agreement, and
that Agent has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other
consideration contingent upon, or resulting from, the award or making of this
Agreement. For breach or violation of this warranty, Agency will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Agent agrees that any Agreement claim submitted to
Agency must be asserted as part of the Agreement process as set forth in this
Agreement and not in anticipation of litigation or in conjunction with litigation. Agent
acknowledges that if a false claim is submitted to Agency, it may be considered fraud
and Agent may be subject to criminal prosecution. Agent acknowledges that California
Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false
claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If Agency seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Agent acknowledges that
the filing of a false claim may subject Agent to an administrative debarment proceeding
as the result of which Agent may be prevented to act as a Agent on any public work or
City Attorney Approved Version #04.01.02
7
improvement for a period of up to five (5) years. Agent acknowledges debarment by
another jurisdiction is grounds for Agency to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon Agency
and Agent and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Agent without the prior
consent of Agency, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Agent each represenland warrant that they have the legal power, right and actual
authority to bind Agent to the terms and conditions of this Agreement.
Interfaith Housing Assistance
Corporation, a California Nonprofit
Corporation
- /-!VM-w, ’ (print name/tfile(
CARLSBAD REDEVELOPMENT
AGENCY, a Community
\ 1 E#ecutive Director ( v n
I SecrFarv
a City Attorney Approved Version #04.01.02
If required by Agency, proper notarial acknowledgment of execution by Agent
must be attached. If a Corporation, Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BAY, City Attorney
City Attorney Approved Version #04.01.02
9
EXHIBIT “A”
SCOPE OF SERVICES
Itemized List of what Agent will do for Agency and at what price.
1. Personnel. THE AGENT shall hire all managerial and operational personnel,
including the resident managers, necessary for the efficient discharge of the
duties of THE AGENT hereunder. THE AGENT shall administer compensation
for the services of such employees.
2. Agent‘s Services and Duties. Under the personal and direct supervision of
one of its principal officers, THE AGENT shall render services and perform duties
as follows:
(a) On the basis of job standards and wage rates approved by THE
AGENCY on the recommendation of THE AGENT or resulting from wage
negotiations, THE AGENT will investigate, hire, pay, supervise, and discharge
the personnel necessary to be employed to properly maintain and operate the
Apartments. Such personnel shall in every instance be in THE AGENT’S employ.
Compensation for the services of such employees shall be an operating expense
of the Apartments.
(b) THE AGENT will cause the buildings, appurtenances and grounds of
THE APARTMENTS to be maintained according to standards acceptable to THE
AGENCY and its lenders including all normal maintenance and repair work as
may be necessary.
(c) With the exception of payments required under the mortgage, taxes,
insurance, utilities, payroll and THE AGENCY approved contractual obligations,
no disbursement shall be made by THE AGENT in excess of $1000.00 unless
specifically authorized by THE AGENCY; excepting, however, that emergency
repairs, involving manifest danger to life or property, or immediately necessary
for preservation and safety of the Apartments, or for the safety of the tenants, or
required to avoid the suspension of any necessary service to the apartments,
may be made by THE AGENT irrespective of the cost limitation imposed by this
paragraph. Notwithstanding this authority on emergency repairs, it is understood
and agreed that THE AGENT will, if at all possible, confer immediately with THE
AGENCY regarding every such expenditure and its effect on the budget.
(d) THE AGENT will maintain a comprehensive system of office records,
books, and accounts in a manner satisfactory to include all appropriate project
expenditures, which records shall be subject to examination by THE AGENCY’S
City Attorney Approved Version #04.01.02
10
authorized agents during standard business hours. As a standard practice, THE
AGENT shall render to the Agency's Finance Department by not later than the
twentieth (20th) day of each succeeding month a financial report detailing the
prior month's income and expense activities. This financial report package shall
include the following:
1) Cash Flow Statement - indicating monthly and year-to-date
2) Budget Comparison Report - detailing budgeted to actual income
3) Check Register Detail Report - detailing each check written during
4) Income Register - showing details on every item of income
5) Tenant Directow - listing all units in sequence with scheduled rent,
6) Bank Reconciliation Report.
7) Monthlv Vacancy Report.
itemization of income and expenses.
and expenses for the month and year-to-date.
the month.
received during the month.
rent paid, and occupancy status.
(e) At least 60 days before the beginning of each new fiscal year, THE
AGENT will prepare an operating budget setting forth an itemized statement of
the anticipated receipts and disbursements for the new fiscal year based upon
the then current schedule of monthly rents, and taking into account the general
condition of the Apartments and THE AGENCY'S objectives for the ensuing year.
Each such budget, together with a statement from THE AGENT outlining a plan
of operation and justifying the estimates made in every material item, shall be
submitted to THE AGENCY in final draft at least thirty (30) days before the
commencement of the fiscal year for which it has been prepared. The budget as
finally approved and adopted by THE AGENCY shall serve as a supporting
document for the schedule of monthly rents proposed for the new fiscal year.
3. Agencv Bank Account. THE AGENT shall establish and maintain, in a
bank whose deposits are insured by the Federal Deposit Insurance Corporation
(FDIC) and in a manner to indicate the custodial nature thereof, a separate bank
account as Agent of THE AGENCY for the deposit of the monies of THE
AGENCY, with authority to draw thereon for any payments to be made by THE
AGENT to discharge any liabilities or obligations incurred pursuant to this
Agreement, and for the payment of THE AGENT'S fee; all of which payments
shall be subject to the limitations in this Agreement.
4. Policv Making and Administration.
(a) THE AGENCY shall establish policies and the role of THE AGENT is to implement those policies. Therefore, THE AGENCY shall not issue
instructions directly to any on-site personnel or other personnel of THE AGENT.
Any instructions by THE AGENCY shall be transmitted by THE AGENCY'S
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11
President or designee in writing to THE AGENT who will then instruct the proper
staff person on site.
(b) Some of the policies to be established by THE AGENCY with the input
of THE AGENT shall be in the following areas:
(1 ) Tenant selection criteria;
(2) House rules;
(3) Eviction;
(4) Marketing and a management plan;
(5) Personnel, salaries and benefits;
(6) Lease provisions, lease terms, and lease amendments;
(7) Rent collection;
(8) Security; and,
(9) Maintenance .
(c) To facilitate promulgation of policy, THE AGENCY and THE AGENT will meet monthly to review financial reports, management procedures and tenant
relations. THE AGENT will prepare a written narrative report of the proceedings
following each meeting.
(d) THE AGENT will comply with all laws, statutes, ordinances,
governmental rules and regulations, conditional use permits, zoning variances
and the like, now in force or which may hereinafter be enacted, promulgated or
granted with respect to the Apartments. THE AGENT agrees to comply with Title
VI1 of the Civil Rights Act of 1964, as amended, and the California Fair
Employment Practices Act.
5. Leasing of Units.
(a) THE AGENT will advertise as necessary to fill units immediately upon
certificate of occupancy, by displaying "for rent" signs, by making outreach to
local community organizations and churches, and by means of flyers, banners
and other media as necessary. Once the Apartments are fully occupied, THE
AGENT will establish a waiting list to be used to fill subsequent vacancies.
(b) A Tenant Selection Policy and a management plan including tenant
participation will be promulgated by THE AGENCY with input from THE AGENT.
The resident manager will screen applicants who will be accepted for or declined
tenancy in accordance with the Tenant Selection Policy. Incomes and assets of
applicants will be verified and documented in a standardized reporting form
acceptable to all necessary compliance monitoring agencies.
6. Agent's Authoritv to Administer Leases.
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12
(a) THE AGENCY grants THE AGENT the authority to sign, renew or cancel leases for the Apartments and any part thereof; to collect rents or other
charges and expenses due or to become due and give receipts therefor, to
terminate tenancies and sign and serve in the name of THE AGENCY such
notices as are appropriate; with the approval of the General Counsel of the
Redevelopment Agency to institute and prosecute actions to evict tenants and to
recover possession of units in the name of THE AGENCY and recover rents and
other sums due and, when expedient, to settle, compromise, and release such
actions or suits or reinstate such tenancies, subject to the following procedures
which may be amended from time to time, as required by practical concerns, with
the mutual consent of the Parties.
(b) Rent will be collected by the resident manager at the site office. Rents
are due on the first day of every month. THE AGENT shall act in accordance with
the law and with those procedures established by THE AGENCY when dealing
with delinquent tenants. Once legal action is initiated, the resident manager will
have no authority to accept rent from the tenant. At this point, the tenancy may
be reinstated only under the following conditions:
(1) Approval by THE AGENT;
(2) Payment by the tenant of all past due rent, late charges, and legal
(3) Only if legal proceedings have not been previously filed against the
fees and court costs incurred; and
tenant.
(c) A service fee of $20.00 will be charged for returned checks. If
payment is not made within three (3) days of notification, then eviction
proceedings may be initiated.
(d) Partial payments will only be accepted when approved in advance by
the Director of Property Management.
(e) A security deposit will be charged to all tenants. The amount of the
deposit may be a maximum of two (2) months rent for the unit and will be
collected along with the first month's rent. At the termination of the lease, the
tenant will be required to return the unit in the same condition in which it was
received less reasonable wear and tear as determined by the resident manager.
If there is tenant damage, the actual cost to repair the damage will be deducted
from the security deposit. Any remaining deposit will be returned to the tenant
within twenty-one (21) days as required by law. If the tenant owes money in
addition to the security deposit, every effort will be made to collect from the
tenant.
(f) A move out inspection will be performed by the resident manager in the presence of the tenant.
City Attorney Approved Version #04.01.02 13
(9) In addition to rent, tenants will pay for use of the laundry equipment.
(h) The community room will be available to the residents upon request for special functions providing that the date requested is available and the
resident reserves that specified date in writing with the resident manager
7. Maintenance and Repair of Apartments.
(a) THE AGENCY grants THE AGENT the power and authority to make or cause to be made and supervise repairs and alterations, and to do decorating
in the Apartments and to purchase supplies and pay all bills therefor. THE
AGENT agrees to secure prior approval of THE AGENCY on all expenditures in
excess of $1,000 for any one item, except in the case of emergencies as set forth
below.
(b) Equipment and supplies will be purchased and maintained on-site. An
inventory list will be made of this equipment and kept on-site and in THE
AGENT'S office.
(c) THE AGENT shall prepare for use by the management staff, standard
procedures for inspecting major equipment and standard maintenance
procedures. Such equipment will include, but not be limited to, elevators, HVAC
systems, TV antenna, garages, fans, electric gates, locks and security systems,
and other mechanical equipment. Upon turnover, the interior of every unit shall
be generally cleaned or repainted.
(d) Qualified Agents or maintenance staff hired and supervised by THE
AGENT will perform most of the cleaning and general maintenance.
(e) Should an outside Agent be used, three bids will be obtained and the
lowest or most reasonable bid will be selected, with THE AGENCY'S approval if
the bid exceeds the authorized spending limit.
(f) Tenants will be required to report to the resident manager any items requiring maintenance or repair. Upon notification from a tenant, the
managedmaintenance person will complete a work order. Work orders will be
completed in four parts for all maintenance or repair, including vacant units.
Upon completion of the work order, the manager and tenant will sign the work
order, and THE AGENT shall keep two (2) copies of the work order by month and
unit. One copy of the work order will be placed in the tenant file and one copy
will be given to the tenant. Non-emergency maintenance or repair requests will
be attended to within forty-eight (48) hours, and when this is impossible, the
tenant will be notified immediately as to when the maintenance or repairs will be
undertaken.
City Attorney Approved Version #04.01.02
14
.-
(9) Emergency requests will be handled immediately. The resident
manager will be instructed on how to handle emergency repairs and will have an
approved list of vendors to use in the absence of THE AGENT. The tenants will
be instructed to contact THE AGENT'S 24-hour answering service, which is
instructed on how to handle these situations.
(h) The trees, shrubs and other landscaping features will be maintained on a regular basis.
(i) An exterminator will be hired to provide an ongoing program of pest
control on a monthly schedule.
(j) A regular monthly schedule will be established for cleaning and
painting gutters, railings, common areas, outside windows, and so on.
(k) Trash will be removed from dumpsters in the building by the local garbage collection service as often as necessary to maintain the Apartments in a
neat, clean and sanitary condition.
(I) The resident manager will perform annual inspections of all units and any damage or housekeeping problems will be identified at that time. Notice will
be given to the tenants to repair or clean as appropriate. If the tenant fails to
respond, then the resident manager will make the requested repairs or cleaning
and charge the cost to the tenant.
(m) If THE AGENCY shall request THE AGENT to undertake work
exceeding that customary in San Diego County for normal management of multi-
unit apartment buildings, then a fee shall be agreed upon for such work before
the work begins. Normal management does not include modernization,
refinancing, fire restoration, major rehabilitation, obtaining income tax advice,
presenting petitions to planning or zoning committees, advising on proposed new
construction, or other counseling.
8. Tenant Relations.
(a) The resident manager will handle tenant grievances. If this is
unsatisfactory to the tenant, THE AGENT will become involved. THE AGENT will
immediately notify THE AGENCY of any such requests and inform the tenant of
their right to appeal to THE AGENCY as a last resort.
(b) Tenants' requests for maintenance or repairs will be handled as described in paragraph 12(f) above.
(c) On execution of a lease, or at time of move-in, new tenants, including
all family members, will be oriented to the house rules and policies. Items
reviewed will include the lease, house rules and regulations, maintenance
City Attorney Approved Version #04.01.02
15
c .-
policies, fiscal policies, supervision of children, and emergency safety equipment
and procedures.
(d) On request from THE AGENCY, THE AGENT will make its principal
officers available for meetings with tenants as a group, or with tenants'
association if one is formed, as often as once a month.
16
City Attorney Approved Version #04.01.02
~ __
.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California I
c, ZOO#- before m~&~t\.LW,fi Ha $& r2u b\ \.
Name and Title ohcer (e g , dane oe. Nota&blic") \ Date
personally appeared ..
Name(s) of Signer(s) \
Wpersonally known to me
0 proved to me on the basis of satisfactory
evidence
to be the person(@ whose name(6) islace
subscribed to the within instrument and
acknowledged to me that he/sbe/hy executed
the same in his/her/tkeir authorized
capacity(i@, and that by his/har/Wr
signature(@ on the instrument the person(& or
the entity upon behalf of which the person@
acted, executed the instrument. n
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons reking on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
;JP_
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name: mnd R
0 Individual
WCorporate Officer - Title@):
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Trustee
0 Guardian or Conservator
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0 Other: I
0 1999 National Notary Association - 9350 De soto Ave.. P.O. Box 2402 * Chatsworth, CA 91313-2402 * w.natbnalnotan/.org.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
LtAJ&+ before me?A~~~ n YL-X;, x
Name and Title of &er (e.9.. “Jane boe, Notary Publid
Name@) d .Signer@)
Wersonally known to me
0 proved to me on the basis of satisfactory
evidence
to be the person@) whose name(&) is/-
subscribed to the within instrument and
acknowledged to me that he/dae/ttwy executed
the same in hisW/their authorized
capacity(ies), and that by his/ker/tkeir
signature(@ on the instrument the person(@, or
the entity upon behalf of which the person(@
acted, executed the instrument.
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Number of Pages: I\ b
Signer(s) Other Than Named Above:
ET‘ Corporate Officer - Title(s):
0 Partner - 0 Limited 0 General
0 Guardian or Conservator
0 1999 National Notary Association * 9350 De Sot0 Ave., P.O. Box 2402 - Chatsworfh, CA 91313-2402 * www nationalnota~.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6627