1 Updated 12/15/2020
PROFESSIONAL SERVICES AGREEMENT
FOR
PROPERTY MANAGEMENT SERVICES BY HIP HOUSING AFFORDABLE VENTURES
This Agreement is made and entered into as of th e 13th day of December, 20 21 by and between the City of Foster City hereinafter called "CITY" and HIP Housing Affordable Ventures hereinafter called "CONTRACTOR".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
A. That CITY desires to engage CONTRACTOR to provide professional services in the CITY;
B. That CONTRACTOR is qualified to provide such services to the CITY; and
C. That the CITY has elected to engage the services of CONTRACTOR upon the terms and conditions as hereinafter set forth.
1. Services. The services to be p erformed by CONTRACTOR under this Agreement shall inc lude those services set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Ex hibit A is hereby made an obligation of CONTRACTOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevai l over any terms set forth in Exhibit A.
2. Term; Termination . (a) The term of this Agreement shall commence upon the date hereinabove written and shall continue until terminated by either party as provided below. (b) Notwithstanding the provisions of (a) above, either party may terminate this Agreement without cause by giving written notice not less than thirty (30) days prior to the effective date of termination, which date shall be included in said notice. In the event of such termination, CITY shall compensate CONTRACTOR for services rendered, and reimburse CONTRACTOR for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3. In ascertaining the services act ually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of CITY to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to CITY hereunder.
3. Compensation; Expenses; Payment. CITY shall compensate CONTRACTOR for all services performed by CONTRACTOR hereunder in an amount bas ed upon CONTRACTOR’s hourly rates during t he time of the performance of said services. A copy of CONTRACTOR’s hourly rates for which services hereunder shall be performed are set forth in CONTRACTOR’s fee schedule marked Exhibit “B” hereof, attached hereto and by this reference incorporated herein.
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Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum of Twenty- Three Thousand Seven Hundred Sixty Dollars ($23,760) per year plu s $100 per unit Initial set-up fee and $500 per unit lease -up fee (charged each time a tenant moves into a unit). Invoices for amounts in excess of these amounts shall not be paid unless the performance of services and/or reimbursement of costs and expenses i n excess of said amounts have been approved in advance of performing such services or incurring such costs and exp enses by the City Manager (for contracts l ess than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expens es hereunder shall be payable upon monthly billing therefor b y CONTRACTOR to CITY, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.
4. Additional Services . In the event CITY desires the performance of additional services not otherwise inc luded within the services described in Exhibit A, such services shall be auth orized in advance of the performance thereof by the City Manager (for contracts less than $ 50,000) or City Council (for contracts $50,000 or more) by motion dul y made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation a nd reimbursement of costs and expenses payable therefor, the ti me of performance thereof, and such other matters as the part ies deem appropriate for the accomplishment of such services. Except to the e xtent modified by written amendment, all other terms an d conditions of this Agreement shall be deemed incorporated in each such amendment.
5. Records. CONTRACTOR shall keep and m aintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONTRACTOR hereunder. Said records shall be available to CITY for review and copying during regular business hours at CONTRACTOR’s place o f business or as otherwise agreed upon by the parties.
6. Authorization. Th is A greement becomes effective when endorsed by both parties in the space provided below.
7. Reliance on Professional Skill of CONTRACTOR. CONTRACTOR represents that it has the necessary professional skills to perform the services required and the CITY shall rely on such skills of the CONTRACTOR to do and pe rform the work. In performing services hereunder CONTRACTOR shall adhere to the standards generally preva iling for the perfo rmance of expert consulting services similar to those to be performed by CONTRACTOR hereunder.
8. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as f inally rendered, prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.
9. Relationship of Parties. It is u nderstood that the relationship of CONTRACTOR to the CITY is that of an independent contractor and all pe rsons working for o r under the direction of CONTRACTOR are its agents or employees and not agents or employees of the CITY.
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10. Schedule. CONTRACTOR shall adhere to the schedule set forth in Exhibit A; provided, t hat CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONTRACTOR’s work product or other unavoidable delays; provided, fu rther, that such unavoidable delay shall not include strikes, l ockouts, work stoppages, or other labor di sturbances conducte d by, or on behalf of, CONTRACTOR’s officers or employees.
CONTRACTOR acknowledges the importance to CITY of CITY’s Project schedule and agrees to put forth its best professional efforts to perf orm its services under this Agreement in a manner consistent with that schedule.
11. Indemnity.
a) To the extent permitted by law, Contractor agrees to defend, indemnify and save harmless City and Estero Municipal Improvement District, and their respective councils, boards, commissions, officers, employees, or agents from and against all claims, investigations, and suits in connection with (i) the Project, provided that such claims, investigations and suits are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, and such claims and suits arise, or are alleged to arise, in whole or in part out of any negligent act or omission of Contractor, its officers, employees, subcontractors, or agents, (ii) any alleged or actual violation of state or federal labor, discrimination or other laws pertaining to Contractor’s employees, it being expressly agreed and understood that as between City and Contractor, all persons employed in connection with the Project are employees of Contractor, not City; or (iii) Contractor's breach of this Agreement or its misconduct.
(b) To the extent permitted by law, City agrees to defend, indemnify, and save harmless Contractor, its officers, employees, or agents from and against all claims, investigations and suits in connection with the Project, provided that such claims, investigations and suits are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, and such claims and suits arise, or are alleged to arise, in whole or in part out of any negligent act or omission of City, its officers, employees, or agents. City agrees to include Contractor as an additional insured in City's public liability policy with respect to the Project, but only while Contractor is acting as property manager for City under this Agreement.
(c) The indemnity obligations contained in this Agreement shall survive the termination of this Agreement.
(d) The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.
12. Insurance. CONTRACTOR shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance co verage relating to CONTRACTOR’s services to be p erformed hereunder covering CITY’s risks in form subject to the approval of the City Attorney and/or CITY’s Risk Manager.
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The minimum amounts of covera ge corresponding to the aforesaid categories of insurance per insurable event, shall be as follows:
Insurance Category Minimum Limits
Workers’ Compensation statutory minimum
Employer’s Liability $1,000,000 per accident for bodily injury or disease
Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury
and property damage
Automobile Liability $1,000,000 per accident for bodily injury and property damage (coverage required to
the extent applic able to CONTRACTOR’s
vehicle usage in performing services
hereunder)
1Professional Liability $1,000,000 per claim and aggregate
It shall be a requirement under this Agreement that any available insura nce proceeds broader than or in excess of the specifie d minimum insurance coverage requirements and/or limits s hall be available to the CITY as an Additional Insured. Furthermo re, the requirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits specified in this Agreement or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured.
CONTRACTOR agrees to include with all subcontractors in their subc ontracts the same requirements and provisions of this agreement including the indemnity and insurance requireme nts t o the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by CONTRACTOR shall agree to be bound to CONTRACTOR and CITY in the same manner and to the same extent as CONTRACTOR is bound to CITY under this Agreement and its accompanying documents. Subcontractors shall further agree to include these same provisions with any sub -subcontractors. A copy of the indemnit y and insurance provisions of this Agreement will be f urnished to the Subcontractor upon request.
CONTRACTOR shall require all subcontractors to provide a val id certificate of insurance and the required endorsements included in the subcontract agreement and will provide proof of compliance to the CITY prior to commencement of any work by the subcontractor.
Concurrently with the execution of this Agreement, CONTRACTOR shall furnish CITY, on the form included as Exhibit D or similar form, with certificates and copies of information or declaration pages of the insurance required hereunder to be included as Exhibit C hereto. With respect to evidence of commercial general
1 Note: Professional liability insurance coverage is not required if the CONSU LTANT is not provi ding a service regulated by the state. (Examples of service providers re gulated by the state are insurance agents, professional engineers, doctors, certif ied public ac countants, lawye rs, etc.) P lease check and initial the following if p rofessional liability is NOT required for this agreement. Recommended ______ [Project Manager] Approved _______[Risk Manager]
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liability and automobile liability insurance coverage, CONTRACTOR must also include in Exhibit C the following original endorsements:
(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 d ays for nonpayment ) after CITY shall have received written notification of cancellation in covera ge or reduction in per occurrence limits by first class mail;
(b) Naming the City of Foster City and Estero Municipal Improvement District, its Council, offic ers, boards, commi ssions, employees, and agents, as additional insureds; and
(c) Providing that CONTRACTOR’s insurance coverage shall be primary insurance with respect to City of Foster City and Estero Muni cipal Improvement District, its Council, officer s, boards, commiss ions, employees, and agents, and any insurance or self -insurance maintained by CITY for itself, its Council, officers, boards, commis sions, employees, or agents shall be in excess of CONTRACTOR’s insurance and not contributory with it. CONTRACTOR and its insurer may not seek contribution from CITY’s insurance or self-insurance.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or ex cess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a pr imary and non-contributory basis for the benefit of CITY, to the extent required by this Agreement, before the CITY’s insurance or self-insurance may be called upon to protect CITY as a named Insured.
All self-insured retentions (SIR) must be disclosed to CITY for approval and shall not reduce the limits of liability coverage. Policies containing and SIR provisio n shall provide or be endorsed to provide that t he SIR may be sati sfied by either the named CONTRACTOR/Named Insured or CITY.
CITY reserves the right to obtain a full certified copy of any insuran ce policy and endorsements. Failure to exercise this rig ht shall not constitute a waiver of right to exercise later.
Any and all Subcontractors shall agree to be bound to CONTRACTOR and CITY in the same manner and to the same extent as CONTRACTOR is bound to CITY under this Agreement. Subcontractors shall fur ther agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, in any agreemen t with sub-subcontractors to the extent that they appl y to the scope of the sub -subcontractor’s work. A copy o f the indemnity and insurance provisions of this Agreement shall b e furnished to any subcontractor upon request.
CONTRACTOR shall maintain insur ance as required by this Agreement to the fullest amount allowed by law and shall maintain in surance for a minimum of five (5) years following completion of th is project or serv ice. In the event CONTRACTOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at it s sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
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13. WORKERS' COMPENSATION. CONTRACTOR certifies that it is aware of the provisions of the Labor Code of th e S tate of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONTRACTOR certifies that it will comply with such provisions be fore commencing the performance of the work of this agreement.
14. NON-DISCRIMINATION. The CONTRACTOR will not discriminate against any employee or applicant for employment be cause of race, color, religion, sex or national origin. The CONTRACTOR will ta ke affirmative action to ensure that applicants are em ployed and the employees are treated during employment without regard to their race, color, religion, sex or national origi n. Such action shall include, but not be limited to the following: employment , a dvancement, demotion, transfer, recruitment, or rec ruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection f or training, including apprenticeship. The CONTRACTOR shall at all times be in compliance with t he requirements of the Federal Americans With Disabili ties Act (Public Law 101 - 336) which prohibits discriminat ion o n the basis of disability by public entitie s.
The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause.
15. Notice. All notices required by this Agreeme nt shall be given to the CITY and CONTRACTOR in writing, by first class mail, postage prepaid, ad dressed as follows:
CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Marlene Subhashini, Community
Development Director
[email protected]
CONTRACTOR: Steven McDonald, Vice President
HIP Housing Affordable Ventures
1512 Stafford Street, Redwood City, CA 94063
[email protected]
16. Non-Assignment. This Agreement is not assignable either in whole or in part.
17. Amendments. This Agreement may be amended or modif ied only by written agreement signed by both parties.
18. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
19. Governing Law. This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either party sha ll be brought in the County of San Mateo, California. In the event of litigati on between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
20. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution w ith the assistance of a mutually DocuSign Envelope ID: 1A7E0661-5688-4209-BCD1-0FACB545ABD1 7 Updated 12/15/2020
acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and mak ing a good faith attempt to reach a m ediated resolution. The costs of the mediator, if any, shall be pai d equally by the parties.
If a mediated se ttlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
21. Conflict of Inter est. CONTRACTOR may serve other clients, but none who are active within the City of Foster City or who conduct business that would place CONTRACTOR in a "conflict of interest" as that term is defined in State law.
22. Entire Agreement. This Agreement, i ncluding Exhibits A, B C, and D, comprises the entire Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY
Dated: _________________________________ Richa Awasthi, Mayor
ATTEST:
Dated: ________________________________ Priscilla Schaus, City Clerk
APPROVED AS TO FORM
Dated:
Benjamin Stock, City Attorney
HIP HOUSING AFFORDABLE VENTURES
Dated:
Steven McDonald, Vice President
DocuSign Envelope ID: 1A7E0661-5688-4209-BCD1-0FACB545ABD1 12/22/2021 | 2:59 PM PST
1/7/2022 | 12:25 PM PST
1/11/2022 | 1:47 PM PST
1/11/2022 | 1:47 PM PST
8 Updated 12/15/2020
EXHIBIT A
SCOPE OF WORK AND SCHEDULE
FOR
WORKFORCE HOUSING PROPERTY MANAGEMENT SERVICES
HIP Housing Afford able Ventures, Inc. (HHAV) will provide prope rty m anagement and income certification compliance services for 22 units on Triton Drive with the following designations of affordability as stipulated in the Affordable Housing Regulatory Agreement and Declarations of Restrictive Covenants, Document #2021 -007087, dated 1/15/2021, between the City of Foster City and Summerhill Pilgrim Triton, LLC: 2 units at the Very Low-Income designation; 2 units at the Low-Income designation; 10 units at the Moderate- Income designation; and, 8 units at the Workforce designation. Proposed services include the following:
1. Set-up
Review of relevant ordinance and documents, including loan documents Customization of compliance forms, analytics, and reports Meetings and calls with the City and HHAV staff to discuss process, deliverables, schedule, duties, and reporting requirements, requests, analytics, and schedule
Preparation of marketing plan and file preparation
2. Initial Lease-ups
Marketing the property pursuant to criteria and protocols established by the city Showings of apartments to prospective applicants
Processing applications, application fees, and credit and background checks
3. Move-Ins
New move-in certifications and notification to the city of tenant status Collection of deposit and initial rent
Initial tenant income certifications
Lease preparation and execution
File management
4. Compliance, Annual Recertifications and Reporting
Recertification of tenant income
Preparation of analytics and reports and presentation and/or submittal of report to the City of Foster City
5. Property Management
CONTRACTOR will provide on -site maintenance team member with approximately 50% of their time devoted to the property. CONTRACTOR recommends that this person live in one of the apartments on site. Duties s hall be managed by CONTRACTOR’S office manager and property manager assigned t o the property and shall include:
Lease management and enforcement
Tenant relations
Rent collection
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Responding to tenant work order requests for repairs and maintenance Annual unit inspections
Common area management, including landscaping, janitorial services, trash, compost and recycling management, parking, fencing, and building exterior inspections and repairs and maintenance as needed.
6. Management
CONTRACTOR will provide project management services for any major repairs or construction/rehabilitation projects to the property’s exterior buildings, grounds, or interiors that total $10,000 or more, including items under warranty. Services for each project include:
a. Determining scope of work in accordance with city requirements b. Bidding the projects to appropriate vendors pursuant to city requirements c. Managing project team and vendors
d. Managing invoices and coordinating payments
e. Coordination with the City regarding inspections and completion of work
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EXHIBIT B
CONTRACTOR’S FEE SCHEDULE
The fee for these services is a total of $36,960. A breakdown of the fees and charges is as follows:
Set-up fee and lease up fees $13,200
Compliance and property management $23,760
Total: $36,960
Plus a set-aside of $20,000 for repairs and maintenance:
Maintenance and repairs (time and materials) fund $20,000
A more detailed breakdown of the fees is as follows:
Initial Set-Up and Lease-Up – one-time fees
Service Per Unit
Charges
One-Time Fee
Initial set-up $100 $2,200
Lease-up fees* $500 $11,000
Total $13,200
*Lease up fees are charged when each unit is occupied or turns over, when the tenant moves into the unit. These fees would not apply to the unit occupied by an on-site maintenance staff member.
Compliance & Property Management – monthly fees
Servic
e
Per Unit
Charges
per month
Monthly
Fee for 22
units
Annual
Fee for 22
units
Property management and compliance fee $80 $1,760 $21,120 Accounting fee $10 $220 $2,640
Total fees $90 $1,980 $23,760
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Repairs & Maintenance, In-house - time and materials estimate While it is difficult to anticipate repair and maintenance charges, because the property is a new building, it is anticipated these charges to be signi ficantly lower than an older pr operty.
Service calls tend to be related to plumbing, appliances, and minor electrical issues. A holding fund of a pproximately $20,000 for maintenance and repairs will be provided , although it is highly unlikely that costs will approach that amount.
Servic
e
Hourly
Rates (2021
rates)
Estimate per
unit per
month
Monthly
Fee for 22
units
Annual
Fee for 22
units
Time
General maintenance and
repairs
$75
Cabinetry, countertops,
minor construction
$100
Plumbing and electrical $125
Subtotal estimate - time $50 $1,100 $13,200
Contingency 10%
Total Time $660 $14,520
Total Materials $249 $5,480
Total Time & Materials $20,000
* In-house materials are billed at no mark-up. External vendors are billed at no mark-up.
Project Management - billed at 10% of total project cost
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EXHIBIT C
INSURANCE FORMS
CONTRACTOR shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in Section 12 - INSURANCE of the Agreement on the attached form. No substitute form will be accepted.
ATTACHED
1. Insurance Coverage Form
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EXHIBIT D
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention: _________________________________
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General L iability: (a) act ivities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/ or (d) permits i ssued for op erations performed by th e Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: th e ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named In sured, regardless o f whe ther liability is attributable to th e Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Requ ired (no endorsement ne eded) (Check all that apply)
Insurer Policy
No.
Workers Compensation : work performed by employees of the Named Insured while those employees are engaged i n work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the pol icy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE . The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) da ys if canceled due to non-payment) by regular mail return re ceipt requested has bee n g iven to the Add itional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogatio n against the CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
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Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER
I, __________________________ ____________________________________(print/type name), warrant that I have authori ty to bind th e above -named in surance comp any and by my signa ture hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required)
ORGANIZATION: TITLE:
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
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