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HomeMy WebLinkAboutStaff Report 3961 City of Palo Alto (ID # 3961) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2013 City of Palo Alto Page 1 Summary Title: PAHC Contract with City of Palo Alto for BMR Prog. Title: Approval of Agreement with PAHC Housing Services, LLC for Administration and Consulting Services for Up to Two Years in an Amount Not to Exceed $175,000 Per Year for the Below Market Rate Housing Program From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council approve and authorize the City Manager or designee to execute the attached agreement with PAHC Housing Services, LLC (PAHC) for administration and consulting services for the Below Market Rate (BMR) housing program for up to two years in the amount of $170,000 for the 2014 Fiscal Year and $175,000 for the 2015 Fiscal Year. Executive Summary PAHC has been administering the City’s BMR housing program for over 40 years. This is a bi- annual renewal of the BMR contract. In addition current responsibilities, an added goal for the next two years is to completely revise the BMR program’s policy and procedures handbook along with other programmatic changes. Background Under contract to the City, the Palo Alto Housing Corporation (PAHC) has administered the BMR housing program since its inception in the mid-1970s. Examples of some of the services provided by PAHC include: administering the sales and re-sales of new and existing BMR owner units; maintaining the home purchase waiting list; monitoring occupancy of BMR rental units; providing advice and consultation to the City regarding negotiations of BMR agreements with developers; and addressing special issues related to the program as a whole. Most of PAHC’s workload is involved with the home ownership component of the BMR program. While PAHC performs most tasks required for the ongoing administration of the home ownership and rental components of the BMR program, City Planning staff also devotes considerable time to the City of Palo Alto Page 2 BMR program, primarily on BMR negotiations and agreements and program improvements. City Real Property staff handles maintenance evaluation and the determination of credits for capital improvements when units come up for resale. There are presently 237 BMR owner units in the BMR program with 3 new BMR owner units scheduled for completion and sale over the next year of this contract (Palo Alto Bowl site). PAHC maintains and annually updates a waiting list of interested potential buyers of BMR units. At this time, there are close to 365 households on this waiting list with about ninety percent qualifying for the live and / or work in Palo Alto preference. PAHC coordinates the sale of both newly built BMR units and the resale of existing units. Sales activities include: establishing the resale price; marketing units to the waiting list; scheduling open houses; qualifying and selecting the buyers; coordinating the transaction between the buyer, seller, lender and escrow; and explaining the requirements of the BMR deed restrictions. PAHC maintains a database on all units and keeps statistics on the number and characteristics of the households served by the program. The owner BMR units require periodic monitoring of occupancy and title, which PAHC handles in cooperation with Planning staff and the City Attorney’s Office. Monitoring and enforcement of the recorded deed restrictions has become a critical task requiring more of PAHC and City staff time. Monitoring activities include reviewing online assessor’s records to detect transfers in title or ownership and an annual self-certification letter to owners verifying owner- occupancy and to remind them of program rules and to provide updates on procedural changes. When a violation of the deed restrictions is discovered, PAHC undertakes initial attempts to remedy the situation. More complex enforcement matters are referred to Planning or to the City Attorney, if legal action is required. Information workshops for prospective buyers on the waiting list are conducted quarterly by PAHC together with housing counseling staff from Project Sentinel. These workshops focus on preparation for homeownership, understanding credit and mortgage financing and the rules of the BMR program. The workshops have been well received, with about 100 persons attending each year. The waiting list workshops will be continued over the next two years. There are currently 197 BMR rental units in six different projects that are managed by PAHC. PAHC’s primary tasks with the BMR rental program are: ongoing training of the on-site property management personnel and reviewing tenant qualifications and BMR rents. PAHC collects and reviews applicants’ certification documentation and determines eligibility under the program rules. They also conduct recertification of existing tenants. PAHC monitors each complex’s waiting list and tenant selection process. Due to the frequent turnover of apartment management staff, PAHC must devote considerable time and effort to explaining the BMR program rules and procedures to new personnel each year. City of Palo Alto Page 3 Discussion The contract amounts for fiscal years 2014 and 2015 anticipate that PAHC’s workload administering the BMR program will increase from current levels over the next two years. Marketing and sales of the 3 new owner units currently under development represent significant activities. City and PAHC staffs believe that resale activity will remain steady at about 12 to 15 units per year due to continued turnover from aging owners, but resale levels are very hard to predict. In addition, PAHC staff will be more involved in updating the BMR Policy and Procedures Manual to reflect Council’s changes to the BMR Program and the Housing Element update. As in preceding years, this agreement is a sole source contract. There is no other entity that provides, or is capable of providing, the total package of services required by the City for the BMR program. PAHC has submitted a proposal to continue providing the City with BMR administration services on a time and materials basis for the next two years at hourly billing rates shown in the attached Exhibit B, with a maximum budget of $170,000 for the first year and $175,000 for the second year. Total costs for the next two years represent an increase of about ten percent over the previous two years’ contract costs. Staff believes that the increase is reasonable and acceptable given the projected increase in activities associated with the administration of the BMR program. PAHC was able to secure liability and other insurance coverage in the last year for its BMR program activities at a lower cost, which helps limit the growth in the cost of its services. In addition, PAHC staff is considering charging fees to developers, owners and applicants to defray costs. For example, PAHC has instituted an annual $15 waiting list fee to help cover printing and mailing costs of BMR sales information. Resource Impact PAHC’s administration of the BMR program has historically been funded from the Residential Housing Fund, which is a special revenue fund created to support all types of affordable housing programs. Revenue for the Residential Fund is primarily from BMR in-lieu fees collected from developers of residential projects that are allowed to pay in-lieu fees (instead of providing BMR units or in return for providing fewer units). Fee payments are permitted for very small projects when less than one full BMR unit is owed or when the City determines that no other alternative is feasible. The Residential Housing Fund includes a budget sufficient to pay $170,000 in FY 2014 and $175,000 in FY 2015 for PAHC services No additional funding is needed for this action. The City of Palo Alto Page 4 Residential Fund’s available balance is currently $1.0 million. Policy Implications The recommendation in this staff report does not represent any change to City policies. Implementation of this Agreement is consistent with the City’s Housing Element and various housing policies that support the provision of affordable housing and a variety of housing opportunities. Environmental Review The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act. Attachments:  Attachment A: Agreement with Palo Alto Housing Corporation on Below Market Rate Housing Program (PDF) CITY OF PALO ALTO CONTRACT NO. C14151510 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PAHC HOUSING SERVICES, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this day of September, 2013, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and P AHC HOUSING SERVICES, LLC, a California limited liability corporation, located at 725 Alma Street, Palo Alto, Ca. 94301, Telephone (650) 321-9709 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to engage CONSULTANT to administer below market housing program ("Project") and desires to engage a consultant to provide administrative and consulting services in connection with the Project ("Services"). B. CONS UL T ANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/orcertifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULT ANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from July 1,2013 through June 30,2015 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev, Nov, 1,2011 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance ofthe Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Seventy Thousand Dollars ($170,000.00) for the first contract year, July 1,2013 through June 30, 2014 and One Hundred Seventy Five Thousand Dollars ($175,000.00) for the second contract year, July 1, 2014 through June 30, 2015, plus any unused portion of the prior contract year, provided such carryover is approved by the City Council. No additional Services are authorized as part of this contract. The applicable rates and schedule of payment are set out in Exhibit "C-l ", entitled "BUDGET & BILLING RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-l "). Ifapplicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSUL T ANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LA WS. CONSULT ANT shall keep itselfinformed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. Professional Services Rev. Nov. 1,2011 SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULT ANT. If CONSULT ANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design ofa public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor andlor materials ul1q~r this Agreement, shall act as and be an independent contractor and not an agent or employee ofthe CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent ofthe city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULT ANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSUL TANTwill assign Candace Gonzalez, Executive Director as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day~to~day work on the Project. If circumstances cause the substitution ofthe project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. Professional Services Rev. Nov. 1,2011 The City's project manager is Tim Wong, Sr. Planner, Planning & Community Environment Department, Planning Advanced Planning Division, 250 Hamilton A venue, Palo Alto, CA 94303, Telephone (650)329-2561. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation ofthe work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONS UL TANT' s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnifY, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULT ANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or ofthe provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision, ordinance or law. Professional Services Rev. Nov. 1,2011 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit liD". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY' s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. Ifthe insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULT ANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereofto CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereofto CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will Professional Services Rev. Nov. 1,2011 become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, ifthis Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSUL TANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhis/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance ofthis Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY ; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations ofthe Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. Professional Services Rev. Nov. 1,2011 SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may. be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or compo sting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minim um of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycl ing. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions ofthe Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. Professional Services Rev. Nov. 1,2011 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security ofthe system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 25.9 All unchecked boxes do not apply to this agreement. 25.10 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 25.11 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement Professional Services Rev. Nov. 1,2011 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO PAHC HOUSING SERVICES, LLC City Manager BY:_~_-H-~'::::~~~~:::- ~Le buJec: Name: APPROVED AS TO FORM: Title: Senior Asst. City Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-l": EXHIBIT "0": EXHIBIT "E": SCOPE OF WORK SCHEDULE OF PERFORMANCE (N\A) COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS RESOLUTION OF THE BOARD OF DIRECTORS Professional Services Rev. Nov. 1,2011 EXHIBIT" A" SCOPE OF SERVICES FOR BMR PROGRAM ADMINISTRATION BELOW MARKET RATE HOUSING PROGRAM FISCAL YEARS: 2013 -2014 and 2014 -2015 CONSULTANT shall administer the City's Below Market Rate (BMR) housing program in compliance with City policy, guidelines, the applicable deed restrictions, the BMR Program Procedures Manual and in a manner that increases affordable housing opportunities for low and moderate-income households. Specific Activities: I) Provide information and advice to interested persons and housing seekers about the City's BMR ownership and rental programs including maintaining and updating the BMR portion of the CONSULTANT'S website. 2) Maintain and, at least annually, update the BMR ownership waiting list. Conduct waiting list outreach activities to attract households with appropriate income levels, as needed. 3) Send an information letter to BMR owners once each year to keep owners informed of their responsibilities under the deed restrictions and distribute other informational materials to owners as appropriate or as directed by the City. 4) Annually update the list of lenders willing to lend on BMR units; conduct outreach to lenders with branches in Palo Alto to encourage participation in the BMR program so that buyers have sufficient choice of lenders and loan products. Maintain liaison with available homebuyer assistance programs (such as mortgage credit certificates, Housing Trust of Santa Clara County, Cal HFA, etc.) and provide buyers with current information about such financial assistance programs. 5) Administer the sales of newly constructed units and resale of existing units in the BMR ownership program, and the "discount" units at the Birch Court project with City deed restrictions, in accordance with City policies, guidelines, the applicable deed restrictions and with the Procedures Manual, prepared by CONSULTANT, as accepted by the City. Conduct marketing of new BMR ownership units to help ensure a sufficient pool of qualified buyers, anticipated during this contract term are the 3 units at Monroe Place (formerly known as Palo Alto Bowl). 6) Pursue, in cooperation with the City, the preservation ofBMR units within the program and compliance and enforcement by BMR owners with the provisions of the recorded deed restrictions. 7) Provide assistance and counseling to BMR owners, in coordination with City staff, to help owners resolve financial, occupancy or title situations that can affect the preservation of BMR ownership units. Professional Services Rev, Nov, 1,20)) 8) Annually, coordinate and jointly conduct at least two homeownership educational workshops specifically designed for the Palo Alto BMR program for current BMR owners and/or households on the waiting list by subcontracting with an experienced and qualified organization. 9) Assessment Loan Program for BMR Owners: a) Provide information regarding the assessment loan program to BMR owners, if available through the City to BMR owners. and condominium associations. b) Conduct pre-qualification screening of potential loan applicants. 10) BMR Rental Program Administration: a) For the BMR rental units at Southwood Apartments, Mayfield Apartments, 1100 Welch Road Apartments, Montage Apartments at 4020 El Camino Real, Sunrise Assisted Living, Parker Palo Alto, College Terrace Centre at 2180 EI Camino Real and other BMR rental units that may be newly constructed during the term of this contract: 1) Certify tenants' income eligibility for initial occupancy and review the annual recertification of tenants as required by the applicable agreements between the City and the project owners. 2) Monitor tenant selection, operation of waiting lists, and designation of BMR units as necessary. 3) Provide information and training on the BMR Rental Program to property managers. b) Stanford West Apartments BMR Units: 1) Continue to provide training and information to on-site management staff on BMR unit eligibility requirements, rents and procedures. 2) Conduct an annual sample file audit of tenant selections, eligibility and income certifications for an appropriate portion of the BMR households to assure compliance with the BMR program. 3) If appropriate, make recommendations to City for more comprehensive monitoring. 11) Provide advice, consultation and assistance to City staff in negotiations of BMR agreements for new housing developments. 12) Coordinate the process of evaluation, negotiation and financing related to the acquisition and rehabilitation if necessary, of off-site units or properties contributed under the BMR program. Professional Services Rev. Nov. 1,2011 13) Assist City staff with review, adoption and implementation of changes resulting from the evaluations of the BMR Study. 14) Provide assistance, review and advice regarding preparation and adoption of a revised BMR ordinance, revised Policies and Procedures Manual, revised ownership deed restrictions and enforcement documents and other new materials to implement the recommendations from the BMR Study. 15) Maintain records and statistics as required by the City, specifically: a) Annual statistics about the BMR ownership and rental units and the households served; and b) A permanent database and record of all ownership units placed in the program and statistics about current BMR owners and all households served over the life of the program, including maintenance of files on each BMR owner unit and retention of copies of the actual recorded deed restrictions for the ownership units; and c) Contact information for current BMR owners with mailing labels and, when available, telephone numbers and e-mail addresses. 16) For the 3 BMR units at Monroe Place a) Assist in the marketing and leasing of the newly-constructed 3 BMR units b) Certify applicant's income eligibility for initial occupancy as required by the applicable agreements between the City and the project owners. c) Monitor applicant selection, operation of waiting lists, and designation of BMR units as necessary. d) Provide information and training on the BMR Ownership Program to applicants. e) If appropriate, make recommendations to City for more comprehensive monitoring. Professional Services Rev. Nov. 1,2011 EXHIBIT "B" SCHEDULE OF PERFORMANCE (NOT APPLICABLE) Professional Services Rev. Nov. 1,2011 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULT ANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-l. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Services") shall not exceed $170,000.00 for the first contract year, July 1,2013 through June 30, 2014 and $175,000.00 for the second contract year, July 1,2014 through June 30, 2015, plus any unused portion of the prior contract year, provided such carryover is approved by the City Council. No additional Services are authorized as part of this contract. Total Contract Not to Exceed is $345,000.00. CONSULTANT agrees to complete all Services, within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT may bill City for the following: 1.) Staff time spent on BMR program activities and directly related support work at hourly billing rates shown herein. These hourly billing rates include actual salaries, payroll taxes, benefits, workers compensation insurance and overhead as shown in this exhibit B. 2.) Direct cost, as supported by receipts, invoices, etc. which are reasonable and necessary to conduct the activities described in Exhibit A, such as: • Premiums for liability, errors, omissions, insurance and other insurance specifically covering CONSULT ANTS services under this agreement, if the cost is separately stated or can be reasonably allocated to BMR services, with total amount payable not to exceed $10,000.00 per year. • Postage • Advertising • Conferences & Training • Office Supplies • Outside services, Consultants including Legal fees(except that any such services or consultant work exceeding $3,000.00 shall be authorized in advanced by City) • Printing/Duplicating • Other Necessary expenses including expense necessary to the acquisition and/or rehabilitation of off-site units and properties provided by the developers under the BMR program in-lieu of on-site units Professional Services Rev. Nov. 1,2011 ADDITIONAL SERVICES The CONS UL T ANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-l. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement ofthe services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. Nov. 1,2011 EXHIBIT "C 1" SCHEDULE OF RATES Palo Alto Housing Corporation Below Market Rate (BMR) Billing Rates 2013-2014 STAFF ANNUAL EST. ANNUAL ANNUAL TOTAL'" RATE RATEIW** wIDIR** BILLING*' SALARY P/R BENEFITS EST. WC COST DIRECT COS & INDIR. RATE TAXES 0.3164 0.4053 BMR 57,200 4,691 13,637 1,459 76,988 37 48.72 68.47 69 Administrator Executive 166,400 13,045 23,833 7,321 210,598 101 133.28 187.30 188 Director Controller 117,520 9,305 29,396 555 156,777 75 99.22 139.44 140 Dir. of Property 133,120 10,499 26,815 5,857 176,290 85 111.57 156.79 157 Management Property 56,360 4,627 17,230 5,646 83,862 40 53.07 74.59 75 Manager Junior 43,264 3,625 9,856 204 56,950 27 36.04 50.65 51 Accountant Staff Accountant 57,217 4,692 13,428 270 75,607 36 47.85 67.24 68 Office 40,690 3,428 16,290 192 60,600 29 38.35 53.90 54 Administrator Legal Assistant 72,800 5,884 18,217 344 97,245 47 61.54 86.49 87 Special 104,000 104,000 50 65.82 92.50 93 Projects Consultant ." Based on estimated salaries and benefits effective July 1, 2013 ** Includes overhead costs using the same overhead billing rates determined in June 2001. EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES YES YES AGGREGATE OCCURRENCE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1000,000 THE CITY OF PALO ALTO IS TO BE NAMED ASAN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIDED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DA Y ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVlDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVlDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMP ANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 EXHIBIT nEil SECRETARY'S CERTIFICATE RESOLUTION OF THE BOARDS OF DIRECTORS OF THE PALO ALTO HOUSING CORPORATION AND ITS AFFILIATED ENTITIES WHEREAS, the Palo Alto Housing Corporation and its affiliated entities (PAHC) have from time to time executed contracts, consulting agreements, funding agreements, regulatory agreements, promissory notes, deeds oftrust, and other documents and instruments (City Documents) to effectuate its mission of affordable housing development in Palo Alto; and WHEREAS, PAHC intends to execute City Documents for FISCAL YEARS 2012·2014 and wishes to do so in accordance with P AHC policy contained in its Bylaws; and WHEREAS, PAHC Bylaws allow a single officer (President, any Vice President, Secretary or Treasurer) to execute formal contracts of the corporation, promissory notes, deed of trust, mortgages and other evidences of indebtedness of the corporation and other corporate instruments or documents; and WHEREAS, PAHC wishes to utilize this policy for City Documents as well. NOW, THEREFORE, the Boards of Directors of Palo Alto Housing Corporation, PARC Management and Services Corporation, P AHC Properties Corporation, and P AHC Housing Services LLC resolve as follows: Anyone corporate officer, including the Executive Vice PresidentlExecutive Director in accordance with PARC Bylaws, may, without further resolution, and notwithstanding the requirements established by California Corporations Code Section 5214, execute any City Documents necessary and appropriate to effectuate the corporate mission and the purposes of the Documents. This is certified to be a true copy of the Resolution adopted by the Board of Directors by unanimous consent and remaining in full force and effect. ~~ Elizabeth Ratner, Secretary Palo Alto Housing Corporation And Its Affiliated Entities I ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY) L..--' 04/01/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES ) BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED. the policy(les) must be endorsed. If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 0726293 1-415-546-9300 CONTACT NAME: Arthur J. Gallagher « Co. ~ I FAX Insurance Brokers of California, Inc., License #0726293 (ivc Nol: One Market Plaza, Spear Tower Suite 200 San Francisco, CA 94105 INSURER/S) AFFORDING COVERAGE NAIC# INSURER A: PHILADELPHIA IND INS CO 18058 INSURED INSURER B: EVEREST NATL INS CO 10120 Palo Alto Housing Corporation INSURER C: EVANSTON INS CO 35378 725 Alma Street INSURERD: Palo Alto, CA 94301 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 32881019 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~i': TYPE OF INSURANCE A GENERAL LIABILITY A X COMMERCIAL AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS X HIRED AUTOS X A X SCHEDULED AUTOS NON·OWNED AUTOS OCCUR B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERlEXECUTIVE D I A OFFICERIMEMBER EXCLUDED? (Mandatory In NH) ~~;~~rtirg~ 'i:j'~~PERATIONS below C Professional Liability POLICY NUMBER PHPK996726 PHPK996726 PHUB415320 CA10001196131 E0853134 o 1,000,000 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 04/01/1 04/01/14~~~~mb~~~~ ____________ ~ EL. DISEASE -POLICY L 04/01/1 04/01/14 Each Incident Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AHach ACORD 101, Additional Remarks Schedule, If more sp.ce Is required) Named Insured includes: PAHC Housing Services. LLC. Certificate Holder is included as Additional Insured per attached. *Professional Liability: Limit $1,000,000 Each Act. CERTIFICATE HOLDER City of Palo Alto Department of Panning « Community Environment 250 Hamilton Avenue I Jalo Alto, CA 94301 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. . I I USA AUTHORIZED REPRESENTATIVE d'fr+~' @ 1988-2010 ACORD CORPORATION, All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD vimalasan 32881019 POLICY NUMBER: PHPK996726 COMMERCIAL GENERAL LIABILITY CG 20181185 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MORTGAGEE, ASSIGNEE, OR RECEIVER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palo Alto Designation of Premises: Department of Panning « Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 USA (If no entry appears above. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) 1. WHO IS AN INSURED (Section II) is amended to include as an insured the person(s) or organization(s) shown in the Schedule but only with respect to their liability as mortgagee, assignee. or receiver and arising out of the ownership. maintenance. or use of the premises by you and shown in the Schedule. 2. This insurance does not apply to structural alterations. new construction and demolition operations performed by or for that person or organization. CG 20 181185 Copyright. Insurance Services Office, Inc., 1984 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 04/01/2013 NAME OF INSURED: Palo Alto Housing Corporation Additional Descril2tion of Ol2erations/Remarks from Page 1 : Additional Information: / SUPP (05/04)