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ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
PROPERTY MANAGEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this � day of k> ` ,
2010 by and between the Arcadia Redevelopment Agency, a charter city organized
under the Constitution and laws of the State of California with its principal place of
business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "Agency ") and
Lily Property Management Co., a California Corporation, with its principal place of
business at 152 West Walnut Street, Suite 290, Gardena, CA 90248 ( "Consultant ").
Agency and Consultant are sometimes individually referred to as "Party" and collectively
as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the Agency on the terms and conditions set
forth in this Agreement. Consultant represents that it is experienced in providing
property management services to public clients, is licensed in the State of California,
and is familiar with the plans of the Agency.
2.2 Project.
Agency desires to engage Consultant to render such services for the Property
Management of 101 -111 North Santa Anita Avenue and 121 -159 North Santa Anita
Avenue project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the Agency all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional property
management consulting services necessary for the Project ( "Services "). The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from August 31, 2010
and will conclude 12 months thereafter, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of this Agreement, and shall
meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. Agency retains Consultant on an independent
contractor basis and not as an employee. Consultant retains the right to perform similar
or different services for others during the term of this Agreement. Any additional
personnel performing the Services under this Agreement on behalf of Consultant shall
also not be employees of Agency and shall at all times be under Consultant's exclusive
direction and control. Consultant shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement
and as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, Agency shall respond to Consultant's
submittals in a timely manner. Upon request of Agency, Consultant shall provide a
more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of Agency.
3.2.4 Substitution of Key Personnel. Consultant has represented to
Agency that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of Agency. In the event that Agency and Consultant cannot agree as to the substitution
of key personnel, Agency shall be entitled to terminate this Agreement for cause. As
discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the Agency, or who are determined by the Agency to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project or a threat to
the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the Agency. The key personnel for performance of this
Agreement are as follows: Craig Lee.
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3.2.5 Agency's Representative. The Agency hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his designee, to
act as its representative for the performance of this Agreement ( "Agency's
Representative"). Agency's Representative shall have the power to act on behalf of the
Agency for all purposes under this Contract. Consultant shall not accept direction or
orders from any person other than the Agency's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Craig
Lee, or his or her designee, to act as its representative for the performance of this
Agreement ( "Consultant's Representative "). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
Agency staff in the performance of Services and shall be available to Agency's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the Agency, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply
with the standard of care provided for herein. Any employee of the Consultant or its
sub - consultants who is determined by the Agency to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project, a threat to the safety of
persons or property, or any employee who fails or refuses to perform the Services in a
manner acceptable to the Agency, shall be promptly removed from the Project by the
Consultant and shall not be re- employed to perform any of the Services or to work on
the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
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without giving written notice to the Agency, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold Agency, its
officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the Agency, its agents, officers and employees,
from any liability, damages or causes of action arising out of or relating to any claims
that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and /or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
Agency that it has secured all insurance required under this section. In addition,
Consultant shall not allow any subcontractor to commence work on any subcontract
until it has provided evidence satisfactory to the Agency that the subcontractor has
secured all insurance required under this section; provided, however, that in lieu
thereof, the Consultant may provide evidence to the Agency that all subcontractors are
additional insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming Agency, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
Agency, its directors, officials, officers, employees, agents and volunteers shall be listed
as additional insured. Any deductibles or self- insured retentions must be declared to
and approved by Agency and conform to the requirements provided in Section 3.2.10.6
herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000.000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the Agency to add the following provisions to the
insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the Agency, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the
Agency, its directors, officials, officers, employees and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Any insurance or self- insurance maintained by the Agency, its
directors, officials, officers, employees and volunteers shall be excess of the
Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the Agency, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect
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to the ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the Agency, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the Agency, its directors,
officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the Agency,
its directors, officials, officers, employees, agents and volunteers for losses paid under
the terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the Agency.; and (B) any failure to comply with
reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to the Agency, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.5 Separation of Insureds, No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the Agency, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the Agency.
Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the Agency,
its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved
to do business in California, and satisfactory to the Agency.
3.2.10.8 Verification of Coverage. Consultant shall furnish
Agency with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the Agency. The certificates and endorsements for each insurance policy shall be
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signed by a person authorized by that insurer to bind coverage on its behalf, and shall
be on forms provided by the Agency if requested. Copies of all certificates and
endorsements must be received and approved by the Agency before work commences.
The Agency reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the Agency as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the Agency prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed 5% of the
gross income collected per month, with no minimum monthly fee without written
approval of the Executive Director. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to Agency a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. Agency
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the Agency.
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3.3.4 Extra Work. At any time during the term of this Agreement, Agency
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by Agency to be necessary for the proper completion of
the Project, but which the parties did not reasonably anticipate would be necessary at
the execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from Agency's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of Agency during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall 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 Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. Agency may, by written
notice to Consultant, terminate the whole or any part of this Agreement at any time and
without cause by giving written notice to Consultant of such termination, and specifying
the effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to Agency, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, Agency may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, Agency may procure, upon such
terms and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
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Consultant:
Lily Property Management Co.
152 West Walnut Street, Suite 290
Gardena, CA 90248
Attn: Craig Lee, President
Agency: Arcadia Redevelopment Agency
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg,
Assistant City Manager /Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentialitv.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for Agency to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that Agency is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the Agency. Agency shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at Agency's sole risk.
3.5.3.2 Confidentialitv. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
Agency, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
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the related industry shall be deemed confidential. Consultant shall not use Agency's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Agency.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the Agency, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend with Legal Counsel of Agency's choosing, at Consultant's own cost, expense
and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against Agency, its directors, officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
or decree that may be rendered against Agency or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding
arising from Consultant's performance of the Services, the Project or this Agreement;
except to the extent that liability is caused by any negligence or willful misconduct by
the Agency or its directors, officials, officers, employees, agents or volunteers.
Consultant shall reimburse Agency and its directors, officials, officers, employees,
agents and /or volunteers, for any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the Agency, its directors, officials, officers, employees, agents or volunteers
and shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the Agency, its respective officials, officers, agents, employees and
representatives, notwithstanding that no adjudication of the underlying facts has
occurred, and whether or not Consultant has been named in the claim or lawsuit.
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3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 Agency's Right to Employ Other Consultants. Agency reserves
right to employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the Agency. Any attempt to do so shall be null and
void, and any assignees, hypothecates or transferees shall acquire no right or interest
by reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to Agency include its elected officials,
officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience
and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
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3.5.16 Invalidity, Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, Agency shall have
the right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of Agency, during the term of his or her service with
Agency, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of Agency's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
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3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
ARCADIA REDEVELOPMENT AGENCY LILY PROPERTY MANAGEMENT CO.
By: fc'� By
Donald Penman
Executive Director
r
Dated: 31 2010
ATTEST:
-'5A L=.. -- -
City Cler
APPROVED AS TO FORM:
Sq
Stephen P. Deitsch
Agency Counsel
Revised 9/08 LM
13
aw
[Name]
Pig
[Title]
CONCUR:
as ruckeberg Date
Assistant City M K r/
Development Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide a full service property management program wherein
consultant will handle all aspects of the operation of the properties from handling of all
necessary property repairs to the collection of the rents to the payment of all property
related invoices and expenses. Consultant will establish a new trust account to handle
the financial activity associated with the Agency's properties only and would be
separate from the trust accounts regarding other properties which Consultant manages.
Consultant shall calculate and notify the tenants of any adjustments in their rents and
common area expense shares, if any, as provided for in their lease agreements. At the
end of each month, Consultant will submit to the Agency reports showing in detail how
the Agency's properties performed. A property supervisor will be assigned to the
properties and it would be his or her responsibility to direct the day -to -day operations of
the buildings. He or she will physically inspect the property at least twice per month and
will be available to answer any questions the Agency may have.
S DPUB \SAKINS \744624.2
A -1
Exhibit "B"
SCHEDULE OF SERVICES
The schedule of services performed by the consultant shall begin August 31, 2010 and
will conclude 12 months thereafter.
S DPU B \S AKIN S \744624.2
B -1
Exhibit "C"
COMPENSATION
The property management fee for the properties located at 101 -111 North Santa Anita
Avenue and 121 -159 North Santa Anita Avenue shall not exceed 5% of the gross
income collected per month, with no minimum monthly fee.
There are no reimbursable expenses as part of this agreement.
SDPUB \SAK1N SW44624.2
C -1