HomeMy WebLinkAbout07 CLEAN CITY, INC. CSA1'tY O
AGENDA REPORT
US't�
MEETING DATE
TO:
FROM:
SUBJECT:
SUMMARY
JULY 17, 2012
JEFFREY C. PARKER, CITY MANAGER
CITY MANAGER'S OFFICE
Agenda Item 7
Reviewed.
City Manager
Finance Director
APPROVAL OF A CONSULTANT SERVICES AGREEMENT WITH CLEAN
CITY, INC. TO PROVIDE PROPERTY MANAGEMENT SERVICES
City Council approval is requested of a Consultant Services Agreement with Clean City,
Inc. to provide property management services at 14741 and 14751 Newport Avenue.
RECOMMENDATION
It recommended that the City Council authorize the City Manager to execute a
Consultant Services Agreement with Clean City, Inc. to provide property management
services for City -owned properties located at 14741 and 14751 Newport Avenue,
subject to an non - substantive modifications as may be deemed necessary by the City
Attorney prior to execution of the Agreements.
FISCAL IMPACT
The fiscal impact for the proposed Consultant Services Agreement is approximately
$13,000 per year. The continuing tenant rental payments of approximately $8,000 per
month ($96,000 per year) are expected to more than adequately cover anticipated
property management expenses under the proposed Agreement and any authorized
repairs to the units.
BACKGROUND /DISCUSSION
In June 2010, the City acquired two (2) four -plex units located at 14741 and 14751
Newport Avenue, the northwest corner of Newport Avenue and Sycamore, from the
Tustin Community Redevelopment Agency. Initially, the properties were acquired by
the Agency for project activities in the South Central Project area, in particular the
Phase II extension of Newport Avenue. In accordance with City Council Resolution 10-
04, the Agency has continued to oversee property management services for these two
four -plex units. With the dissolution of the Agency on February 1, 2012, the City serving
as the "Successor Agency to the Tustin Community Redevelopment Agency" is now
overseeing property management services.
Agenda Report
July 17, 2012
Consultant Services Agreement
Page 2
In 2008, Overland, Pacific and Cutler, Inc. ( "OPC ") began providing property
management services at 14741 and 14751 Newport Avenue. In discussions with OPC
regarding their concerns with the current property management fee structure, the
Agency determined it was necessary to issue a Request for Proposals ( "RFP ") for
property management services. On November 17, 2011, the Agency released a RFP.
Six companies submitted proposals and, after an initial review, staff requested
additional information from three responding firms who were ranked highest in their
responses by City staff. As a result of reviewing the additional information and
contacting references, staff initially recommended the City enter into a Consultant
Services Agreement with Consensys Property Management ( "Consensys ") to provide
property management services.
On March 6, 2012, the City Council approved a Consultant Services Agreement with
Consensys. After numerous attempts to provide the necessary insurance
documentation, Consensys has been unable to satisfy the insurance requirements listed
in the Consultant Services Agreement. The company rated the second most responsive
declined the opportunity to enter into an Agreement. Clean City, Inc., ranked third, has
reviewed the Consultant Services Agreement and has indicated they can meet all
contract requirements.
OPC terminated their services as of March 31, 2012 and Successor Agency staff are
currently providing property management services pursuant to the original agreement
between the City and Tustin Community Redevelopment Agency ( "Successor Agency to
the Tustin Community Redevelopment Agency' is the successor agency to the former
redevelopment agency. Staff will be available to answer any questions the City Council
may have.
Christine Shingleton
Assistant Executive /rector
Attachment
CONSULTANT SERVICES AGREEMENT
This Agreement for Consultant Services (herein "Agreement "), is made and entered
into by and between the CITY OF TUSTIN, a municipal corporation, ( "City "), and Clean
City, Inc. (Consultant ").
WHEREAS, Consultant is qualified to provide the necessary services and has agreed
to provide such services; and
WHEREAS, Consultant has submitted to the City a proposal in response to City's
Request for Proposal ( "RFP ") issued November 17, 2011. A copy of the Scope of
Services, included in the City's RFP, is attached hereto as Exhibit "A ", and is by this
reference incorporated herein as though set forth in full hereto (the "Scope of Services ").
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, City agrees to employ and does hereby employ Consultant and
Consultant agrees to provide consulting services as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, (the "services" or
the "work "). Consultant shall perform all services performed in a competent, professional
and satisfactory manner in accordance with all standards prevalent in the industry. In the
event of any inconsistency between the terms contained in Exhibit "A" and the terms set
forth in the main body of this Agreement, the terms set forth in the main body of this
Agreement shall govern.
1.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of the
City of Tustin and of any federal, state or local governmental agency of competent
jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits and approvals as may be required by law for the performance of
the services required by this Agreement.
1.4 Familiarity with Work. By executing this Contract, Consultant represents that
Consultant (a) has thoroughly investigated and considered the work to be performed, (b)
has investigated the site of the work and become fully acquainted with the conditions there
existing, (c) has carefully considered how the work should be performed, and (d) fully
understands the facilities, difficulties and restrictions attending performance of the work
under this Agreement. Should the Consultant discover any latent or unknown conditions
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materially differing from those inherent in the work or as represented by the City,
Consultant shall immediately inform City of such fact and shall not proceed with any work
except at Consultant's risk until written instructions are received from the Contract Officer.
1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and
methods during the term of the Agreement to prevent loss or damage to materials, papers
or other components of the work, and shall be responsible for all such damage until
acceptance of the work by City, except such loss or damages as may be caused by City's
own negligence.
1.6 Additional Services. Consultant shall perform services in addition to those
specified in the Proposal when directed to do so in writing by the Contract Officer, provided
that Consultant shall not be required to perform any additional services without
compensation. Any additional compensation not exceeding ten percent (10 %) of the
original Contract sum must be approved in writing by the Contract Officer. Any greater
increase must be approved in writing by the City Manager.
1.7 Special Requirements. Any additional terms and conditions of this
Agreement are set forth in Exhibits "B" and "C" and are incorporated herein by this
reference. In the event of a conflict between the provisions of Exhibit "B" and "C" and any
other provision or provisions of this Agreement including Exhibit "A ", the provisions of
Exhibits "B" and "C" shall govern.
2. COMPENSATION
2.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, the Consultant shall be compensated and reimbursed only such amount as
are prescribed in Exhibit "C" attached.
2.2 Method of Payment. The Consultant shall deposit rent checks into the
account and provide monthly account reports to the City by the fifteenth (15th) of the
following month. The monthly reports shall clearly set forth each expense and associated
date. The account is to be administered by the Consultant for the payments of (a)
Consultant's property management compensation fee; (b) repair and emergency service
vendor billings and Consultant overhead administrative charges authorized under this
Agreement, (c) utilities as necessary, and (d) bank fees and other bank administrative
expenses for maintaining the account. Consultant shall provide an initial monthly account
report template for approval by the City and to be used in all subsequent reports as the
format for Consultant's monthly account report.
2.3 Changes. In the event any change or changes in the work is requested by
City, the parties hereto shall execute an addendum to this Agreement, setting forth with
particularity all terms of such addendum, including, but not limited to, any additional
Consultant's fees. Addenda may be entered into:
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A. To provide for revisions or modifications to documents or other work product
or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product or
work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
2.4 Payment for Changes. Changes approved pursuant to an Addendum shall
be compensated at the personnel hourly rates prescribed in Exhibit "C" hereto. Note:
Exhibit "C" prohibits billing for travel.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed within any time periods prescribed in any Schedule of Performance
attached hereto marked Exhibit "A ". The extension of any time period specified in the
Exhibit "A" must be approved in writing by the Contract Officer.
3.3 Force Maieure. The time for performance of services to be rendered
pursuant to this Agreement may be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of the Consultant, including,
but not restricted to, acts of God or of a public enemy, acts of the government, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes,
and unusually severe weather if the Consultant shall within ten (10) days of the
commencement of such condition notify the Contract Officer who shall thereupon ascertain
the facts and the extent of any necessary delay, and extend the time for performing the
services for the period of the enforced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination shall be final and
conclusive upon the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Section 7.7 of this
Agreement, this Agreement shall continue in full force and effect until satisfactory
completion of the services but not exceeding one (1) year from the date hereof, unless
extended by mutual written agreement of the parties.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following Principal of the Consultant is
hereby designated as being the principal and representative of Consultant authorized to
act in its behalf with respect to the work specified herein and make all decisions in
connection therewith:
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William C. Taormina, CEO
128 West Sycamore Street
Anaheim, CA 92805
(714) 765 -0360
It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing Principal is a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing Principal shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder. The foregoing Principal may not be changed
by Consultant without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be the Program Manager of the
City unless otherwise designated in writing by the City Manager. It shall be the
Consultant's responsibility to keep the Contract Officer fully informed of the progress of the
performance of the services and Consultant shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Consultant, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Consultant
shall not contract with any other entity to perform in whole or in part the services required
hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by
operation of law, without the prior written approval of City.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or
employees perform the services required herein, except as otherwise set forth herein.
Consultant shall perform all services required herein as an independent contractor of City
and shall remain at all times as to City a wholly independent contractor with only such
obligations as are consistent with that role. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of
City. Consultant shall be solely responsible for compliance with State and Federal Law
with respect to the wages, hours, benefits, and working conditions of its employees,
including requirement for payroll deductions for taxes. Employees or independent
contractors of Consultant are not City employees.
5. INSURANCE/ INDEMNIFICATION
5.1 Insurance.
A. Consultant shall maintain in full force and effect during the term of these
Agreement policies of commercial general liability and automobile liability insurance (each
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of which shall include property damage and bodily injury) and each with limits of at least
$1,000,000 combined single limit coverage per occurrence.
B. Consultant shall maintain in full force and effect during the term of this
Agreement a policy of professional liability insurance coverage with limits of at least
$1,000,000 combined single limit coverage per claim or per occurrence.
C. Consultant shall carry and pay for such workers' compensation insurance as
is required fully protect Consultant and its employees under California Worker's
Compensation Insurance Law. The insurance company shall agree to waive all rights of
subrogation against the City for losses paid under the policy, which losses arose from the
work performed by the named insured.
D. Other applicable insurance requirements are: (1) Name the City of Tustin,
its officials and employees as an additional insured on the commercial general and
automobile policies; (2) The insurance shall be issued by a company authorized by the
Insurance Department of the State of California and rated A, VII or better (if an admitted
carrier) or A -, X (if offered, by a surplus line broker), by the latest edition of Best's Key
Rating Guide, except that the City will accept workers' compensation insurance rated B-
VIII or better or from the State Compensation Fund; (3) The Insurance shall not be
cancelled, except after thirty (30) days written prior notice to the City; and (4) The
commercial general and automobile liability insurance shall each be primary as respects
the City, and any other insurance maintained by the City shall be in excess of this
insurance and not contribute to it.
E. Upon execution of this Agreement, Consultant shall provide to City
certificates of insurance and insurer endorsements evidencing the required insurance.
Insurer endorsements (or a copy of the policy binder if applicable) shall be provided as
evidence of meeting the requirements of Subsections (1), (3) and (4) of Section D above
and the waiver of subrogation requirement in Section C above. If self- insured for worker's
compensation, Consultant shall submit to City a copy of its certification of self - insurance
issued by the Department of Industrial Relations.
F. Verification of Coverage. The insurer endorsements required herein are
to be signed by a person authorized by insurer to bind coverage on its behalf or to be
printed on the insurer's letterhead with the applicable policy number. (Statements on
the ACORD Certificate are not an acceptable substitute for endorsements). All
endorsements are to be received and approved by the City prior to the City issuing a
"Notice to Proceed ".
G. Consultant shall provide to City written notice of cancellation of insurance
within five (5) days of its receipt of notice of cancellation from any insurance carrier
providing general liability, auto, worker's compensation and /or professional liability
insurance. Said notice shall be in writing and sent to the City via U.S. Mail, first class,
postage prepaid thereon or Fed Ex overnight to:
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Attn: Jerry Craig
Program Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Failure to provide said notice to the City as set forth above shall constitute a
material breach of this Agreement and Consultant acknowledges and agrees that the City
shall be entitled to recover from Consultant any and all damages arising as a direct and
proximate result thereof.
In addition, Consultant shall instruct its insurance broker to provide the City with
written notice of cancellation of any insurance policy(ies) applicable to the Consultant
Services Agreement within forty -eight (48) hours of the broker's knowledge of any
cancellation by the insurance provider.
5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless
the City, its officers and employees, from and against any and all actions, suits,
proceedings, claims, demands, losses, costs, and expenses, including legal costs and
attorneys' fees, for injury to or death of person or persons, for damage to property,
including property owned by City, arising from errors and omissions of Consultant, its
officers, employees and agents, and arising out of or related to Consultant's performance
under this Agreement, except for such loss as may be caused by City's sole negligence or
that of its officers or employees.
The Consultant shall also defend, indemnify and hold the City harmless from
any claims or liability for City health and welfare, retirement benefits, or any other benefits
of part-time or fulltime City employment sought by Consultant's officers, employees, or
independent contractors, whether legal action , administrative proceeding or pursuant to
State statue.
6. RECORDS AND REPORTS
6.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this
Agreement as the Contract Officer shall require.
6.2 Records. Consultant shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the
Contract Officer to evaluate the performance of such services. The Contract Officer shall
have full and free access to such books and records at all reasonable times, including the
right to inspect, copy, audit and make records and transcripts from such records.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no
claim for further employment or additional compensation as a result of the exercise by City
of its full rights or ownership of the documents and materials hereunder. Consultant may
retain copies of such documents for their own use. Consultant shall have an unrestricted
right to use the concepts embodied therein.
6.4 Release of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer.
7. ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Orange,
State of California, or any other appropriate court in such county, and Consultant
covenants and agrees to submit to the personal jurisdiction of such court in the event of
such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as
the injuring party cures any default within ninety (90) days after service of the notice, or if
the cure of the default is commenced within thirty (30) days after service of said notice and
is cured within a reasonable time after commencement; provided that if the default is an
immediate danger to the health, safety and general welfare, the City may take immediate
action under Section 7.6 of this Agreement. Compliance with the provisions of this Section
shall be a condition precedent to any legal action, and such compliance shall not be a
waiver of any party's right to take legal action in the event that the dispute is not cured.
7.3 Waiver. No delay or omission in the exercise of any right or remedy of a
non - defaulting party on any default shall impair such right or remedy or be construed as a
waiver. No consent or approval of City shall be deemed to waive or render unnecessary
City's consent to or approval of any subsequent act of Consultant. Any waiver by either
party of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of
the parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
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7.5 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
injunctive relief, a declaratory judgment or any other remedy consistent with the purposes
of this Agreement.
7.6 Termination Prior to Expiration of Term. The City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days written
notice to Consultant, except that where termination is due to the fault of the Consultant
and constitutes an immediate danger to health, safety and general welfare, the period of
notice shall be such shorter time as may be appropriate. Upon receipt of the notice of
termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Consultant shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and for
any services authorized by the Contract Officer thereafter.
7.7 Termination for Default of Consultant. If termination is due to the failure of
the Consultant to fulfill its obligations under this Agreement, City may take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall
be liable to the extent that the total cost for completion of the services required hereunder
exceeds the compensation herein stipulated, provided that the City shall use reasonable
efforts to mitigate damages, and City may withhold any payments to the Consultant for the
purpose of set -off or partial payment of the amounts owed to City.
7.8 Attorneys Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement or it subject matter, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing
party.
8. CITY AND CITY OFFICERS AND EMPLOYEES; NON - DISCRIMINATION
8.1 Non - Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor -in- interest, in the event of
any default or breach by the City or for any amount which may become due to the
Consultant or its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination or segregation in the performance of or in connection with
this Agreement regarding any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry. Consultant shall take affirmative
action to insure that applicants and employees are treated without regard to their race,
color, creed, religion, sex, marital status, national origin, or ancestry.
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9. MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other parry or any other person shall be in
writing and either served personally or sent by pre -paid, first -class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF TUSTIN
300 Centennial Way
Tustin, CA 92780
Attention: Program Manager
(Contract Officer)
To Consultant:
William C. Taormina, CEO
Clean City, Inc.
128 West Sycamore Street
Anaheim, CA 92805
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and cannot be amended or modified except by written agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining phrases, sentences,
clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out
the intent of the parties hereunder.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of
said parties and that by so executing this Agreement the parties hereto are formally bound
to the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
Dated:
APPROVED AS TO FORM:
David Kendig
City Attorney
"City"
CITY OF TUSTIN, a municipal corporation
EM
Jeffrey C. Parker
City Manager
"Consultant"
Clean City, Inc.
In
William C. Taormina
CEO
Name
Title
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EXHIBIT "A"
SCOPE OF SERVICES
Tenant Management
• Maintain 100% occupancy.
• When units are vacant, advertise weekly in print and electronic media and insure
"For Rent" signs are maintained on the property.
• Schedule appointments to show the vacant unit(s).
• Process and screen tenant applications, run credit reports, verify income and
rental /ownership history, and, if approved, collect first month's rent and security
deposit
• Tailor and deliver rental agreements, approved by the City of Tustin, prior to rentals,
if necessary.
• Collect monthly rental payments.
• Prepare and deliver notices.
• Upon a tenant moving out, collect keys, verify abandonment and inspect unit for
damage. Report the unit's condition to the City and mutually agree to the amount of
security deposit to be returned, if at all. Re -key the unit and make three (3) sets of
keys: 1) future tenant; 2) Consultant; and 3) City.
• Maintain a work reception center to receive all service calls. The Consultant shall
have procedures for receiving and responding to emergency service calls 24 hours
per day, 7 days per week, including holidays and weekends. Response to
emergency calls shall be immediate and corrective action to arrest the emergency
shall begin immediately.
Property Management
Operations
• Routinely schedule and perform routine inspections (bi- annually) and where
necessary preventive maintenance (see description below).
• Contract for on -going ground maintenance and building maintenance. Necessary
lawn and landscaping maintenance shall be once a week from April 1 through
November 1 and once every other week from November 1 through March 31.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City
of Tustin business license. In addition, all vendors must have current general
liability, automobile, and worker's compensation insurance consistent with the limits
imposed on the Consultant by the City)
• The Consultant shall have procedures for receiving and responding to service calls
24 hours per day, 7 days per week, including holidays and weekends. The
Consultants responses to all service calls shall be documented and there shall be a
tracking system for each call, including:
— Date and time of call and when the service call was completed
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— Name and telephone number of caller
— Description of required services and actual work completed
— Method of accomplishment (in- house, sub - contract, direct purchase, etc.)
— Classification of service call (routine or emergency)
— Description and cost of materials, parts and equipment used
— Daily status of all service calls and whether open or completed
• Records shall be maintained for each item that required preventative maintenance.
Records shall reflect periodic maintenance performed, included scheduled and
accomplished dates, and any repairs made. Consultant shall establish and maintain
a central repository or file for maintenance documents for City review of the property.
Repairs — Emergency
■ Response to calls deemed to be an emergency shall be immediate and corrective
action to arrest the emergency shall begin immediately. Repairs over $500 shall
require City approval prior to the Consultant authorizing the emergency repair work.
For emergency repairs less than $500, the Consultant shall make every effort to
contact the City Contract Officer or their designee for City approval prior to
authorizing the emergency repair work.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City of
Tustin business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed on
the Consultant by the City)
Repairs — Routine
• Consultant will respond to service orders from tenants and City and document
repairs made, or which need further or specialized expertise to correct.
• Consultant shall obtain a quote from the vendor prior to authorizing work. If the
quote is under $500, the Consultant shall contact the City Contract Officer or their
designee for approval prior to authorizing the repair work.
• If the quote is over $500, the Consultant shall prepare a Specification Sheet detailing
the required repair work and obtain three (3) written bids for the proposed work. The
Consultant shall review the bids and confirm the bids are comparative and
completely responsive to the specifications. Upon review, the Consultant shall
submit a cover sheet with a matrix comparing the quotes along with the three bids to
the City Contract Officer or their designee for approval prior to authorizing the repair.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City of
Tustin business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed on
the Consultant by the City)
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Quality Control
• The Consultant will also be responsible for quality control over all of the services it
provides, utilizing checklists designed to ensure compliance with all Agreement
performance requirements and shall regularly inspect routine maintenance items,
preventive maintenance work, and service call responses; this includes ensuring
quality work from subcontractors and prescreening or subcontractor qualifications
and past performance.
• The Consultant shall oversee and perform caretaker and property management
services to buildings, facilities and miscellaneous systems and equipment on the
subject property. Consultant services include the management and inspection
necessary to ensure an acceptable appearance to the subject properties at the level
expected to property that would be owned by a public agency. The goal is to limit
expenditure to the minimum necessary to prevent property deterioration and
preserve the potential for the long term life of the property and improvements.
• Consultant shall establish a cycle for inspecting and informing City of any preventive
maintenance issues that need to be dealt with and identify any systems or
improvements that have signs of deterioration that is causing damage and exposing
improvements to damage including roofs, drains, gutters, downspouts, and other
roofing components; when pest control services are necessary to maintain the
health and safety standards of the improvements; grounds and surface driveways
and parking areas on -site to a respectable appearance in high visibility areas;
ensuring that trash collection areas are free of debris and that trash is collected and
disposed of, and other wastes discarded; utility maintenance, operation, repair and
break -down services.
180912.1 13
RDA CA 2/2007
IW:cu:3rrN:i
SPECIAL REQUIREMENTS
1. The Consultant shall comply with all applicable federal, state and local laws applicable
to its activities.
2. The Consultant shall not release to the public or press any information regarding the
purpose /scope of services to be accomplished or data specific to the project required
under the Agreement without prior authorization of the contract officer. All such
information is considered confidential. All inquiries made of Consultant shall be
immediately referred to the Contract Officer.
3. Consultant shall present to the City certificates of insurance and endorsement forms
verifying that the Consultant has the insurance as required by this Agreement. Said
form shall be reviewed and approved by the office of the City Attorney.
4. Consultant shall utilize those professional staff members to perform services as
identified in Consultant's proposal. No substitution shall be made without the advance
written approval of the Contract Officer. No increase in compensation or reimbursable
salary rates will be allowed when personnel or firm substitutions are authorized by the
Contract Officer.
5. The Consultant shall review and replace project personnel who do not perform
assigned duties in a manner satisfactory to Contract Officer when requested by
Contract Officer.
6. If the Contract Officer determines that a product deliverable is unacceptable, the
Consultant shall submit a revised product as Consultant's expense.
7. In order to ensure adequate cash flow necessary for the Consultant to provide
property management services, the Consultant shall maintain an account with at
least a $2,000 dollar balance at any time. Upon written notice from Consultant, the
account may need to be replenished with funds from the City if expenses exceed the
account balance. Collected rents will be used to pay for approved expenses and
fees. After all expenses have been paid at the end of each month and within the first
ten (10) days of the following month, the Consultant shall remit to the City the
difference between the account balance and $2,000. The City shall reserve the
flexible right at any time based on its review of activity in the account, to make
changes to operating procedures such as the maintenance of a limited account
balance and the City will inform Consultant in writing of any such changes. The
Consultant will deposit rent checks into the account and provide monthly account
reports to the City. The account is to be administered by the Consultant for the
payments of (a) Consultant's property management compensation fee; (b) repair
160912.1 14
RDA CA 212007
and emergency service vendor billings and Consultant overhead administrative
charges authorized under this Agreement, (c) utilities as necessary, and (d) bank
fees and other bank administrative expenses for maintaining the account. Upon
termination of services under the Contract, or earlier as may be determined in writing
by the City, the account shall be closed and the balance of all remaining funds in the
account returned to the City.
8. Consultant agrees to maintain accounting records in a format prescribed by
generally accepted accounting principles and to provide detailed disbursement
reports monthly to the City. At minimum, these reports shall specify the period
reported, list of tenants and rents received, funds dispersed and associated checks,
work completed and payments made to contractors with invoices, property
improvements underway, and any recommended improvements, budgets and
schedules for such improvements, and any pending legal actions regarding the
property's tenancies.
9. Consultant shall be required to meet with the Contract Officer as determined necessary
or desirable to discuss elements of the Scope of Work and property's progress.
10. For purposes of this Agreement, William C. Taormina shall be the representative from
Clean City, Inc. approved to conduct services under the Agreement.
11. For purposes of this Agreement, Jerry Craig, Program Manager, shall be the City's
Contract Officer.
12. All vendors working on behalf of the Consultant shall maintain a current City of Tustin
business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed
on the Consultant by the City. Consultant shall provide a written notification to City of
all vendors to be engaged by Consultant and verification in writing that each vendor
has all required insurance pursuant to this Agreement.
180912.1 15
RDA CA 212007
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Property Management Fee
1. As payment for services rendered under this Agreement, the Consultant shall be
compensated at a flat rate of $750 per month.
2. Consultant shall perform an Annual Interior Inspection of the eight units and shall
provide a report with supporting paperwork and recommendations. Interior inspection
will be conducted during the first month the Consultant Services Agreement becomes
effective and subsequent inspections shall be conducted annually from that point.
3. Consultant shall perform an initial inspection and shall provide a report with supporting
paperwork and recommendations. Consultant shall not charge or be compensated for
an overhead administrative rate for the repairs recommended during the initial
inspection.
4. Consultant shall be compensated $200 monthly for accounting services
Vendor Repairs
Where repairs are needed to units by vendors or by Consultant directly, Consultant
shall charge a 10% administrative overhead rate on top of the actual vendor charge.
This does not apply to normal services like landscaping maintenance.
Tenant Vacancies
In the event of a Tenant vacancy:
6. Consultant shall utilize Craig's list, Consultant website and quarterly newsletter, and
sister properties to advertise vacant units, and shall do one newspaper add initially to
advertise a vacant unit. If a unit is vacant for more than two months, or it becomes
necessary to utilize additional methods of advertising the vacant unit(s), the
Consultant shall develop and submit an advertising plan for City approval.
7. Consultant shall not receive compensation for showing the property to prospective
tenants.
8. Consultant shall be compensated $100 /unit for the rental of each vacant unit.
Method of Payment
9. The Consultant shall deposit rent checks into the account and provide monthly account
reports to the City. The monthly reports shall clearly set forth each expense and
associated date. The account is to be administered by the Consultant for the
payments of (a) Consultant's property management compensation fee; (b) repair and
emergency service vendor billings and Consultant overhead administrative charges
authorized under this Agreement, (c) utilities as necessary, and (d) bank fees and other
bank administrative expenses for maintaining the account. Consultant shall provide an
180912.1 16
RDA CA 2/2007
initial monthly account report template for approval by the City and to be used in all
subsequent reports as the format for Consultant's monthly account report.
Timing of Payment
10. The City shall review Consultant's monthly statements and approve Consultant's
payment for services rendered and costs incurred at the rates and in the amounts
provided subject to Consultant's statement submittal within the time frame identified in
Section 2.2 of the Agreement.
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RDA CA 2/2007
CONSULTANT SERVICES AGREEMENT
This Agreement for Consultant Services (herein "Agreement "), is made and entered
into by and between the CITY OF TUSTIN, a municipal corporation, ( "City "), and Clean
City, Inc. (Consultant ").
WHEREAS, Consultant is qualified to provide the necessary services and has agreed
to provide such services; and
WHEREAS, Consultant has submitted to the City a proposal in response to City's
Request for Proposal ( "RFP ") issued November 17, 2011. A copy of the Scope of
Services, included in the City's RFP, is attached hereto as Exhibit "A ", and is by this
reference incorporated herein as though set forth in full hereto (the "Scope of Services ").
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, City agrees to employ and does hereby employ Consultant and
Consultant agrees to provide consulting services as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, (the "services" or
the "work "). Consultant shall perform all services performed in a competent, professional
and satisfactory manner in accordance with all standards prevalent in the industry. In the
event of any inconsistency between the terms contained in Exhibit "A" and the terms set
forth in the main body of this Agreement, the terms set forth in the main body of this
Agreement shall govern.
1.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of the
City of Tustin and of any federal, state or local governmental agency of competent
jurisdiction.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense
such licenses, permits and approvals as may be required by law for the performance of
the services required by this Agreement.
1.4 Familiarity with Work. By executing this Contract, Consultant represents that
Consultant (a) has thoroughly investigated and considered the work to be performed, (b)
has investigated the site of the work and become fully acquainted with the conditions there
existing, (c) has carefully considered how the work should be performed, and (d) fully
understands the facilities, difficulties and restrictions attending performance of the work
under this Agreement. Should the Consultant discover any latent or unknown conditions
180912.1
RDA CA 2/2007
materially differing from those inherent in the work or as represented by the City,
Consultant shall immediately inform City of such fact and shall not proceed with any work
except at Consultant's risk until written instructions are received from the Contract Officer.
1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and
methods during the term of the Agreement to prevent loss or damage to materials, papers
or other components of the work, and shall be responsible for all such damage until
acceptance of the work by City, except such loss or damages as may be caused by City's
own negligence.
1.6 Additional Services. Consultant shall perform services in addition to those
specified in the Proposal when directed to do so in writing by the Contract Officer, provided
that Consultant shall not be required to perform any additional services without
compensation. Any additional compensation not exceeding ten percent (10 %) of the
original Contract sum must be approved in writing by the Contract Officer. Any greater
increase must be approved in writing by the City Manager.
1.7 Special Requirements. Any additional terms and conditions of this
Agreement are set forth in Exhibits "B" and "C" and are incorporated herein by this
reference. In the event of a conflict between the provisions of Exhibit "B" and "C" and any
other provision or provisions of this Agreement including Exhibit "A ", the provisions of
Exhibits "B" and "C" shall govern.
2. COMPENSATION
2.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, the Consultant shall be compensated and reimbursed only such amount as
are prescribed in Exhibit "C" attached.
2.2 Method of Payment. The Consultant shall deposit rent checks into the
account and provide monthly account reports to the City by the fifteenth (15th) of the
following month. The monthly reports shall clearly set forth each expense and associated
date. The account is to be administered by the Consultant for the payments of (a)
Consultant's property management compensation fee; (b) repair and emergency service
vendor billings and Consultant overhead administrative charges authorized under this
Agreement, (c) utilities as necessary, and (d) bank fees and other bank administrative
expenses for maintaining the account. Consultant shall provide an initial monthly account
report template for approval by the City and to be used in all subsequent reports as the
format for Consultant's monthly account report.
2.3 Changes. In the event any change or changes in the work is requested by
City, the parties hereto shall execute an addendum to this Agreement, setting forth with
particularity all terms of such addendum, including, but not limited to, any additional
Consultant's fees. Addenda may be entered into:
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RDA CA 2/2007
A. To provide for revisions or modifications to documents or other work product
or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product or
work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's
profession.
2.4 Payment for Changes. Changes approved pursuant to an Addendum shall
be compensated at the personnel hourly rates prescribed in Exhibit "C" hereto. Note:
Exhibit "C" prohibits billing for travel.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed within any time periods prescribed in any Schedule of Performance
attached hereto marked Exhibit "A ". The extension of any time period specified in the
Exhibit "A" must be approved in writing by the Contract Officer.
3.3 Force Majeure. The time for performance of services to be rendered
pursuant to this Agreement may be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of the Consultant, including,
but not restricted to, acts of God or of a public enemy, acts of the government, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes,
and unusually severe weather if the Consultant shall within ten (10) days of the
commencement of such condition notify the Contract Officer who shall thereupon ascertain
the facts and the extent of any necessary delay, and extend the time for performing the
services for the period of the enforced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination shall be final and
conclusive upon the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Section 7.7 of this
Agreement, this Agreement shall continue in full force and effect until satisfactory
completion of the services but not exceeding one (1) year from the date hereof, unless
extended by mutual written agreement of the parties.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following Principal of the Consultant is
hereby designated as being the principal and representative of Consultant authorized to
act in its behalf with respect to the work specified herein and make all decisions in
connection therewith:
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RDA CA 2/2007
William C. Taormina, CEO
128 West Sycamore Street
Anaheim, CA 92805
(714) 765 -0360
It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing Principal is a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing Principal shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder. The foregoing Principal may not be changed
by Consultant without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be the Program Manager of the
City unless otherwise designated in writing by the City Manager. It shall be the
Consultant's responsibility to keep the Contract Officer fully informed of the progress of the
performance of the services and Consultant shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Consultant, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Consultant
shall not contract with any other entity to perform in whole or in part the services required
hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by
operation of law, without the prior written approval of City.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or
employees perform the services required herein, except as otherwise set forth herein.
Consultant shall perform all services required herein as an independent contractor of City
and shall remain at all times as to City a wholly independent contractor with only such
obligations as are consistent with that role. Consultant shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of
City. Consultant shall be solely responsible for compliance with State and Federal Law
with respect to the wages, hours, benefits, and working conditions of its employees,
including requirement for payroll deductions for taxes. Employees or independent
contractors of Consultant are not City employees.
5. INSURANCE/ INDEMNIFICATION
5.1 Insurance.
A. Consultant shall maintain in full force and effect during the term of these
Agreement policies of commercial general liability and automobile liability insurance (each
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RDA CA 2/2007
of which shall include property damage and bodily injury) and each with limits of at least
$1,000,000 combined single limit coverage per occurrence.
B. Consultant shall maintain in full force and effect during the term of this
Agreement a policy of professional liability insurance coverage with limits of at least
$1,000,000 combined single limit coverage per claim or per occurrence.
C. Consultant shall carry and pay for such workers' compensation insurance as
is required fully protect Consultant and its employees under California Worker's
Compensation Insurance Law. The insurance company shall agree to waive all rights of
subrogation against the City for losses paid under the policy, which losses arose from the
work performed by the named insured.
D. Other applicable insurance requirements are: (1) Name the City of Tustin,
its officials and employees as an additional insured on the commercial general and
automobile policies; (2) The insurance shall be issued by a company authorized by the
Insurance Department of the State of California and rated A, VII or better (if an admitted
carrier) or A -, X (if offered, by a surplus line broker), by the latest edition of Best's Key
Rating Guide, except that the City will accept workers' compensation insurance rated B-
VIII or better or from the State Compensation Fund; (3) The Insurance shall not be
cancelled, except after thirty (30) days written prior notice to the City; and (4) The
commercial general and automobile liability insurance shall each be primary as respects
the City, and any other insurance maintained by the City shall be in excess of this
insurance and not contribute to it.
E. Upon execution of this Agreement, Consultant shall provide to City
certificates of insurance and insurer endorsements evidencing the required insurance.
Insurer endorsements (or a copy of the policy binder if applicable) shall be provided as
evidence of meeting the requirements of Subsections (1), (3) and (4) of Section D above
and the waiver of subrogation requirement in Section C above. If self- insured for worker's
compensation, Consultant shall submit to City a copy of its certification of self - insurance
issued by the Department of Industrial Relations.
F. Verification of Coverage. The insurer endorsements required herein are
to be signed by a person authorized by insurer to bind coverage on its behalf or to be
printed on the insurer's letterhead with the applicable policy number. (Statements on
the ACORD Certificate are not an acceptable substitute for endorsements). All
endorsements are to be received and approved by the City prior to the City issuing a
"Notice to Proceed ".
G. Consultant shall provide to City written notice of cancellation of insurance
within five (5) days of its receipt of notice of cancellation from any insurance carrier
providing general liability, auto, worker's compensation and /or professional liability
insurance. Said notice shall be in writing and sent to the City via U.S. Mail, first class,
postage prepaid thereon or Fed Ex overnight to:
180912.1 5
RDA CA 2/2007
Attn: Jerry Craig
Program Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Failure to provide said notice to the City as set forth above shall constitute a
material breach of this Agreement and Consultant acknowledges and agrees that the City
shall be entitled to recover from Consultant any and all damages arising as a direct and
proximate result thereof.
In addition, Consultant shall instruct its insurance broker to provide the City with
written notice of cancellation of any insurance policy(ies) applicable to the Consultant
Services Agreement within forty-eight (48) hours of the broker's knowledge of any
cancellation by the insurance provider.
5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless
the City, its officers and employees, from and against any and all actions, suits,
proceedings, claims, demands, losses, costs, and expenses, including legal costs and
attorneys' fees, for injury to or death of person or persons, for damage to property,
including property owned by City, arising from errors and omissions of Consultant, its
officers, employees and agents, and arising out of or related to Consultant's performance
under this Agreement, except for such loss as may be caused by City's sole negligence or
that of its officers or employees.
The Consultant shall also defend, indemnify and hold the City harmless from
any claims or liability for City health and welfare, retirement benefits, or any other benefits
of part-time or fulltime City employment sought by Consultant's officers, employees, or
independent contractors, whether legal action , administrative proceeding or pursuant to
State statue.
6. RECORDS AND REPORTS
6.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this
Agreement as the Contract Officer shall require.
6.2 Records. Consultant shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the
Contract Officer to evaluate the performance of such services. The Contract Officer shall
have full and free access to such books and records at all reasonable times, including the
right to inspect, copy, audit and make records and transcripts from such records.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no
claim for further employment or additional compensation as a result of the exercise by City
of its full rights or ownership of the documents and materials hereunder. Consultant may
retain copies of such documents for their own use. Consultant shall have an unrestricted
right to use the concepts embodied therein.
6.4 Release of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer.
7. ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Orange,
State of California, or any other appropriate court in such county, and Consultant
covenants and agrees to submit to the personal jurisdiction of such court in the event of
such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as
the injuring party cures any default within ninety (90) days after service of the notice, or if
the cure of the default is commenced within thirty (30) days after service of said notice and
is cured within a reasonable time after commencement; provided that if the default is an
immediate danger to the health, safety and general welfare, the City may take immediate
action under Section 7.6 of this Agreement. Compliance with the provisions of this Section
shall be a condition precedent to any legal action, and such compliance shall not be a
waiver of any party's right to take legal action in the event that the dispute is not cured.
7.3 Waiver. No delay or omission in the exercise of any right or remedy of a
non - defaulting party on any default shall impair such right or remedy or be construed as a
waiver. No consent or approval of City shall be deemed to waive or render unnecessary
City's consent to or approval of any subsequent act of Consultant. Any waiver by either
party of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of
the parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
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7.5 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
injunctive relief, a declaratory judgment or any other remedy consistent with the purposes
of this Agreement.
7.6 Termination Prior to Expiration of Term. The City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days written
notice to Consultant, except that where termination is due to the fault of the Consultant
and constitutes an immediate danger to health, safety and general welfare, the period of
notice shall be such shorter time as may be appropriate. Upon receipt of the notice of
termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Consultant shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and for
any services authorized by the Contract Officer thereafter.
7.7 Termination for Default of Consultant. If termination is due to the failure of
the Consultant to fulfill its obligations under this Agreement, City may take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall
be liable to the extent that the total cost for completion of the services required hereunder
exceeds the compensation herein stipulated, provided that the City shall use reasonable
efforts to mitigate damages, and City may withhold any payments to the Consultant for the
purpose of set -off or partial payment of the amounts owed to City.
7.8 Attorneys Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement or it subject matter, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing
party.
8. CITY AND CITY OFFICERS AND EMPLOYEES; NON - DISCRIMINATION
8.1 Non - Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Consultant, or any successor -in- interest, in the event of
any default or breach by the City or for any amount which may become due to the
Consultant or its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination or segregation in the performance of or in connection with
this Agreement regarding any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry. Consultant shall take affirmative
action to insure that applicants and employees are treated without regard to their race,
color, creed, religion, sex, marital status, national origin, or ancestry.
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MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre -paid, first -class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty -eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF TUSTIN
300 Centennial Way
Tustin, CA 92780
Attention: Program Manager
(Contract Officer)
To Consultant:
William C. Taormina, CEO
Clean City, Inc.
128 West Sycamore Street
Anaheim, CA 92805
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and cannot be amended or modified except by written agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining phrases, sentences,
clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out
the intent of the parties hereunder.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of
said parties and that by so executing this Agreement the parties hereto are formally bound
to the provisions of this Agreement.
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RDA CA 2/2007
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"City"
Dated: CITY OF TUSTIN, a municipal corporation
APPROVED AS TO FORM:
David Kendig
City Attorney
M
Jeffrey C. Parker
City Manager
"Consultant"
Clean City, Inc.
William C. Taormina
CEO
Name
Title
180912.1 10
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EXHIBIT "A"
SCOPE OF SERVICES
Tenant Management
• Maintain 100% occupancy.
• When units are vacant, advertise weekly in print and electronic media and insure
"For Rent" signs are maintained on the property.
• Schedule appointments to show the vacant unit(s).
• Process and screen tenant applications, run credit reports, verify income and
rental /ownership history, and, if approved, collect first month's rent and security
deposit
• Tailor and deliver rental agreements, approved by the City of Tustin, prior to rentals,
if necessary.
• Collect monthly rental payments.
• Prepare and deliver notices.
• Upon a tenant moving out, collect keys, verify abandonment and inspect unit for
damage. Report the unit's condition to the City and mutually agree to the amount of
security deposit to be returned, if at all. Re -key the unit and make three (3) sets of
keys: 1) future tenant; 2) Consultant; and 3) City.
• Maintain a work reception center to receive all service calls. The Consultant shall
have procedures for receiving and responding to emergency service calls 24 hours
per day, 7 days per week, including holidays and weekends. Response to
emergency calls shall be immediate and corrective action to arrest the emergency
shall begin immediately.
Property Management
Operations
• Routinely schedule and perform routine inspections (bi- annually) and where
necessary preventive maintenance (see description below).
• Contract for on -going ground maintenance and building maintenance. Necessary
lawn and landscaping maintenance shall be once a week from April 1 through
November 1 and once every other week from November 1 through March 31.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City
of Tustin business license. In addition, all vendors must have current general
liability, automobile, and worker's compensation insurance consistent with the limits
imposed on the Consultant by the City)
• The Consultant shall have procedures for receiving and responding to service calls
24 hours per day, 7 days per week, including holidays and weekends. The
Consultants responses to all service calls shall be documented and there shall be a
tracking system for each call, including:
— Date and time of call and when the service call was completed
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— Name and telephone number of caller
— Description of required services and actual work completed
— Method of accomplishment (in- house, sub - contract, direct purchase, etc.)
— Classification of service call (routine or emergency)
— Description and cost of materials, parts and equipment used
— Daily status of all service calls and whether open or completed
■ Records shall be maintained for each item that required preventative maintenance.
Records shall reflect periodic maintenance performed, included scheduled and
accomplished dates, and any repairs made. Consultant shall establish and maintain
a central repository or file for maintenance documents for City review of the property.
Repairs — Emergency
■ Response to calls deemed to be an emergency shall be immediate and corrective
action to arrest the emergency shall begin immediately. Repairs over $500 shall
require City approval prior to the Consultant authorizing the emergency repair work.
For emergency repairs less than $500, the Consultant shall make every effort to
contact the City Contract Officer or their designee for City approval prior to
authorizing the emergency repair work.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City of
Tustin business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed on
the Consultant by the City)
Repairs — Routine
• Consultant will respond to service orders from tenants and City and document
repairs made, or which need further or specialized expertise to correct.
• Consultant shall obtain a quote from the vendor prior to authorizing work. If the
quote is under $500, the Consultant shall contact the City Contract Officer or their
designee for approval prior to authorizing the repair work.
• If the quote is over $500, the Consultant shall prepare a Specification Sheet detailing
the required repair work and obtain three (3) written bids for the proposed work. The
Consultant shall review the bids and confirm the bids are comparative and
completely responsive to the specifications. Upon review, the Consultant shall
submit a cover sheet with a matrix comparing the quotes along with the three bids to
the City Contract Officer or their designee for approval prior to authorizing the repair.
(NOTE: All vendors working on behalf of the Consultant shall maintain a current City of
Tustin business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed on
the Consultant by the City)
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Quality Control
• The Consultant will also be responsible for quality control over all of the services it
provides, utilizing checklists designed to ensure compliance with all Agreement
performance requirements and shall regularly inspect routine maintenance items,
preventive maintenance work, and service call responses; this includes ensuring
quality work from subcontractors and prescreening or subcontractor qualifications
and past performance.
• The Consultant shall oversee and perform caretaker and property management
services to buildings, facilities and miscellaneous systems and equipment on the
subject property. Consultant services include the management and inspection
necessary to ensure an acceptable appearance to the subject properties at the level
expected to property that would be owned by a public agency. The goal is to limit
expenditure to the minimum necessary to prevent property deterioration and
preserve the potential for the long term life of the property and improvements.
• Consultant shall establish a cycle for inspecting and informing City of any preventive
maintenance issues that need to be dealt with and identify any systems or
improvements that have signs of deterioration that is causing damage and exposing
improvements to damage including roofs, drains, gutters, downspouts, and other
roofing components; when pest control services are necessary to maintain the
health and safety standards of the improvements; grounds and surface driveways
and parking areas on -site to a respectable appearance in high visibility areas;
ensuring that trash collection areas are free of debris and that trash is collected and
disposed of,' and other wastes discarded; utility maintenance, operation, repair and
break -down services.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
1. The Consultant shall comply with all applicable federal, state and local laws applicable
to its activities.
2. The Consultant shall not release to the public or press any information regarding the
purpose /scope of services to be accomplished or data specific to the project required
under the Agreement without prior authorization of the contract officer. All such
information is considered confidential. All inquiries made of Consultant shall be
immediately referred to the Contract Officer.
3. Consultant shall present to the City certificates of insurance and endorsement forms
verifying that the Consultant has the insurance as required by this Agreement. Said
form shall be reviewed and approved by the office of the City Attorney.
4. Consultant shall utilize those professional staff members to perform services as
identified in Consultant's proposal. No substitution shall be made without the advance
written approval of the Contract Officer. No increase in compensation or reimbursable
salary rates will be allowed when personnel or firm substitutions are authorized by the
Contract Officer.
5. The Consultant shall review and replace project personnel who do not perform
assigned duties in a manner satisfactory to Contract Officer when requested by
Contract Officer.
6. If the Contract Officer determines that a product deliverable is unacceptable, the
Consultant shall submit a revised product as Consultant's expense.
7. In order to ensure adequate cash flow necessary for. the Consultant to provide
property management services, the Consultant shall maintain an account with at
least a $2,000 dollar balance at any time. Upon written notice from Consultant, the
account may need to be replenished with funds from the City if expenses exceed the
account balance. Collected rents will be used to pay for approved expenses and
fees. After all expenses have been paid at the end of each month and within the first
ten (10) days of the following month, the Consultant shall remit to the City the
difference between the account balance and $2,000. The City shall reserve the
flexible right at any time based on its review of activity in the account, to make
changes to operating procedures such as the maintenance of a limited account
balance and the City will inform Consultant in writing of any such changes. The
Consultant will deposit rent checks into the account and provide monthly account
reports to the City. The account is to be administered by the Consultant for the
payments of (a) Consultant's property management compensation fee; (b) repair
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and emergency service vendor billings and Consultant overhead administrative
charges authorized under this Agreement, (c) utilities as necessary, and (d) bank
fees and other bank administrative expenses for maintaining the account. Upon
termination of services under the Contract, or earlier as may be determined in writing
by the City, the account shall be closed and the balance of all remaining funds in the
account returned to the City.
8. Consultant agrees to maintain accounting records in a format prescribed by
generally accepted accounting principles and to provide detailed disbursement
reports monthly to the City. At minimum, these reports shall specify the period
reported, list of tenants and rents received, funds dispersed and associated checks,
work completed and payments made to contractors with invoices, property
improvements underway, and any recommended improvements, budgets and
schedules for such improvements, and any pending legal actions regarding the
property's tenancies.
9. Consultant shall be required to meet with the Contract Officer as determined necessary
or desirable to discuss elements of the Scope of Work and property's progress.
10. For purposes of this Agreement, William C. Taormina shall be the representative from
Clean City, Inc. approved to conduct services under the Agreement.
11. For purposes of this Agreement, Jerry Craig, Program Manager, shall be the City's
Contract Officer.
12. All vendors working on behalf of the Consultant shall maintain a current City of Tustin
business license. In addition, all vendors must have current general liability,
automobile, and worker's compensation insurance consistent with the limits imposed
on the Consultant by the City. Consultant shall provide a written notification to City of
all vendors to be engaged by Consultant and verification in writing that each vendor
has all required insurance pursuant to this Agreement.
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Property Management Fee
1. As payment for services rendered under this Agreement, the Consultant shall be
compensated at a flat rate of $750 per month.
2. Consultant shall perform an Annual Interior Inspection of the eight units and shall
provide a report with supporting paperwork and recommendations. Interior inspection
will be conducted during the first month the Consultant Services Agreement becomes
effective and subsequent inspections shall be conducted annually from that point.
3. Consultant shall perform an initial inspection and shall provide a report with supporting
paperwork and recommendations. Consultant shall not charge or be compensated for
an overhead administrative rate for the repairs recommended during the initial
inspection.
4. Consultant shall be compensated $200 monthly for accounting services.
Vendor Repairs
5. Where repairs are needed to units by vendors or by Consultant directly, Consultant
shall charge a 10% administrative overhead rate on top of the actual vendor charge.
This does not apply to normal services like landscaping maintenance.
Tenant Vacancies
In the event of a Tenant vacancy:
6. Consultant shall utilize Craig's list, Consultant website and quarterly newsletter, and
sister properties to advertise vacant units, and shall do one newspaper add initially to
advertise a vacant unit. If a unit is vacant for more than two months, or it becomes
necessary to utilize additional methods of advertising the vacant unit(s), the
Consultant shall develop and submit an advertising plan for City approval.
7. Consultant shall not receive compensation for showing the property to prospective
tenants.
Consultant shall be compensated $100 /unit for the rental of each vacant unit.
Method of Payment
9. The Consultant shall deposit rent checks into the account and provide monthly account
reports to the City. The monthly reports shall clearly set forth each expense and
associated date. The account is to be administered by the Consultant for the
payments of (a) Consultant's property management compensation fee; (b) repair and
emergency service vendor billings and Consultant overhead administrative charges
authorized under this Agreement, (c) utilities as necessary, and (d) bank fees and other
bank administrative expenses for maintaining the account. Consultant shall provide an
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initial monthly account report template for approval by the City and to be used in all
subsequent reports as the format for Consultant's monthly account report.
Timing of Payment
10. The City shall review Consultant's monthly statements and approve Consultant's
payment for services rendered and costs incurred at the rates and in the amounts
provided subject to Consultant's statement submittal within the time frame identified in
Section 2.2 of the Agreement.
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