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are detennined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
12. INSURANCE
12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.
Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.
12.2. Documentation oflnsurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: CivicStone, LLC.
• Documentation of Best's rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.
12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance:
• General Liability:
• General Aggregate:
• Products Comp/Op Aggregate
• Personal & Advertising Injury
• Each Occurrence
• Medical Expense (any 1 person)
$1,000,000 per occurrence,
$1,000,000 aggregate
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$ 10,000
• Workers' Compensation: (Not Applicable-CivicStone, LLC has no employees) • Automobile Liability
• Any vehfcle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.
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Furthennore, the requirements for coverage and limits shall be the greater of (I) 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
12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.
Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.
12.5. Worker's Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.
12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.
12.7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.
Coverage shall be continued for two years after the completion of the work by one of the following: (I) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.
12.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker's Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant's insurance policies shall be primary as respects any claims related to or as the result of the Consultant's work. Any insurance, pooled coverage or self-insurance maintained by the City. its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to Professional Services Agreement - Consultant Services
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bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant's insurance at least as broad as ISO Fonn CG 20 10 11 85 or both CG 20 10 and CG 20 37.
12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.
12.11. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days' notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Human Resources/Claims, South Pasadena, CA 95945.
12.12. Consultant's Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.
12.13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.
12.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant's insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.
12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.
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City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant's insurance policies. The amount of deductibles for insurance coverage required herein are subject to City's approval.
12.16. Duty to Defend and Indemnify. Consultant's duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.
13. MUTUAL COOPERATION
13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant's services under this Agreement.
13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant's performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.
14.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City's regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).
lfto City
Sean Joyce, Interim City Manager
City of South Pasadena
Management Services
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 403-7210
Facsimile: (626) 403-7241
With courtesy copy to:
Teresa L. Highsmith, Esq.
South Pasadena City Attorney
Colantuono, Highsmith & Whatley, PC
lfto Consultant
Adam Eliason, Principal
1 League #62335
Irvine, CA 92602
Telephone: 909-706-7 J 93
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Pasadena, CA 91 101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710
1S. SURVIVING COVENANTS
CONTRACT 2021-027
The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph
10.4 (Indemnification of Cal PERS Determination). Section 11 (Indemnity), paragraph
12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.
16. TERMINATION
16.1. City Termination. City may terminate this Agreement for any reason on five calendar days' written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.
16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days' notice.
16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.
16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant's breach of this Agreement.
17. INTERPRETATION OF AGREEMENT
17 .1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to Professional Services Agreement - Consultant Services
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the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed on by City and Consultant.
17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement. 17 .4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s). 17 .5. Severability. If any tenn or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 17 .6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.
18. GENERAL PROVISIONS
18.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.
18.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City's Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term Professional Services Agreement - Consultant Services
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of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
18.3. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. ~shall not be obligated or liable under this Agreement to any party oth~_.tliiiieonsultant.
18.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.
18.S. No Third-Party Beneficiaries. &~pus expressly stated herein, there is no intended third-party beneficiary of an~tPr obligation assumed by the parties.
18.6. Time of the Ess~ce- Time is of the essence for each and every provision of this Agreement.
18.7. Non-Discrimination. Consultant shall not discriminate againsr any-employee or applicant for employment because of race, sex (including pregnancy, childbirth,"or-· --- related medical condition), creed, national origin, color, disability as defined by law,
18.8. disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition ( cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following:£!11ployment, upgrading. demotinn, or transfer, recnlitment or recruitmf>nt · · -· adven1suig;- layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and ~n-for training. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.
Waiver. No provi~ionJ. covenant, or condition of this Agreement shall be deemed to have been waived by City or CoifSUlf'lnkm • n writing signed by one authorized to bind the party asserted to have consented to the w aiver b Ci . .Qr Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.
. --· ------ 18.9. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.
18.1 O. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, tile commencement of the exercise, or the forbearance from the exercise by any party of Professional Services Agreement- Consultant Services
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any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or aU of such other rights, powers or remedies.
18.11. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs expended in the action.
18.12. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.
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TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below.
Printed: Sean Joyce
Title: Interim city Manager
Date: 5/20/2021
Attest:
~
OocuSignod by:
B :/.-,,u, lh,l,o..,,t,
y· -'<-e=u=;·o"""Es""'c4""'o9()""1""4o""'F ________ _
Lucie Colombo. CMC. CPMC
City Clerk
Date: 6/2/2021
Approved as to form:
Teresa L. Highsmith. City Attorney
D 5/20/2021 ate: -----------
·-ConsultanC
Civi~,(;
By: }U::,,:::::,61ASignature
Printed: Adam B. Eliason
Title: Principal
Date: 5/20/2021
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Exhibit A
CivicStone Proposal
Dated March 29, 2021
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Mr. Sc:;in Joyce•
City of Sou th Pasadena
14 l -1 Mi s~ron Str 0 el
South P;isc1clcna, CA 91030
RE: PROPOSAL FOR CONSULTING SERVICES
Dear Mr. Joyce:
CONTRACT 2021-027
CivicStone, LLC proposes to perform the work needed for the City of South Pasadena (City) to determine, prepare, and implement a surplu s property acquisition and reha bilitation strategy.
Th is effort wi ll involve properties within the City that were acquired by the California Depa1-tment of Transportation (Department) in conjunction with the now terminated attempt to extend the SR 710 freeway.
The purpose of this proposal and strategy is to work on legislation and Department approval to allow the City to determine and manage the outcome of surplu s property disposition . The City's acqu isition strategy wi ll incorporate both the Robe rti Act and Affordable Sales Program requirements and explore changes in legislation to l1elp the City implement an effective and expeditrous strategy.
The City's objectives in this effort include the following. l . Crea te pri ority purchase opportunity for ALL current ten an ts
2. Implement a plan with community input more expeditiou sly.
3. Negotiate best possible acquisition price and terms.
4. Restore and maintain historic properti es.
5. Renovate unoccupied properties.
6. Build new residences on vacant properties.
7. Mainta in and manage properties in a manner that enhances the community. 1 Leaaue #62335. Irv ine CA 92602 - Phone: 909-706-7193 16 - 35
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The strategy will ensu re that performance metrics are incorpora ted to measure outcomes.
Covenants, conditions, and restrictions wi ll be reco rded on each property to ensure stand ards for pro perty maintenance and tenan t/buyer selecti on/enforce men t.
This proposal del ineates Qualifi cations, the anticipa t ed Scope of Work, and Fees related to the consul ting and administra tive support services needed to reach a consensus from th e Ci ty and the Department on the disposition of surp lus properties .
I am excited to be considered to represen t the City once aga in in thi s collaborative app roach that allows the City to have a direct impact on the destiny of this see mingly la st phase of a long and challenging process.
If you have any questions about this proposa l, please contac t rne at 909.706. 7193 .
Sincerely,
Adam B. El iason
Pri ncipal
CivicStone, LLC
i'
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QUALIFICATIO NS
sector.
CONTRACT 2021-027
As Principal of CivicStone, Adam Eliason's experience as an affordable housing co nsultant began in 1998 and has included cli ents in 18 cities, the County of Orange and 7 non-profits, with several lasting many years. It was almost 20 years ago tha t Mr. Eliason was the consultant for the City of South Pasadena on previous efforts regarding the Caltrans surplus property issues.
M r. Eliason's background and ed ucation includes architectu re, real estate finance, rea l estate development, and a master's degree in public administration. He has worked in both the public and private housing Over the years Mr. Eliason has deve loped and admin istered affordable housing programs and projects, served as Executive Directo r fo r an Inland Empire JPA re lated t o a lease to own program, performed real estate market analysis for redevelopment agencies, prepared presentations on city affordable housing efforts, prepa re d several successful grants for nonprofit affordable housing agencies, and completed award winning city housing strategies.
Duri ng two previous foreclosure cycles in the region, Civi cStone was hired by six citi es to manage an acquisition, rehab ilitation, and resa le program of blighted foreclosure properties.
Th is effort resulted in over 1,200 properties being improved to high quality standards and sold to 1' time home buyers.
Aft er comp leting the City of Irvine Ho using Strategy in 2005, Mr. Eliason carried out the City initiated organiza ti onal startup of th e Irvin e Commun ity Land Trust (ICL T) in 2006. Since then, Mr. Eliason has continued as Deputy Director for the ICLT and helped create 475 un its of permanent affordable ownership and rental housing units including many for various special needs populations.
Most recently, Mr. Eliason was hired by the City of Costa M esa lo ass ist in the acquisition and consulting for a temporary and permanent Homeless Emergency Shelter. He is currently working with a Joint Powers Authority of 23 Orange County cities and the County of Orange.
The Orange County Housing Finance Trust provides financ ing for the development of affordable and permanent supportive housing.
Mr. Eliason is a licensed real esta te broker and se rved as Pl anning Commissioner for the City of Chino Hills for 17 years.
1 Leaaue #6 2335, Irv in e CA 92602 - Phone: 909-706-7193 16 - 37
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CONTRAC T 2021-027
SCOPE OF SERVICES
CivicStone, LLC wil l perform the fol lowing tasks in a two-step process. These are the tasks antic ipated at the present t ime and include but no t limited to the followi ng:
Step 1 - Legislati on, Plan App rova l, & Unoccupied/Vacant Land Due Di ligence
1. Participate in vari ous cal ls/meetings with Ci ty Staff, City Elected Officials, Communi ty Stakeholders, and the Departm ent to assess, expl ore and prepare the City's surplus property strategy and draft legislati on.
2. Coordinate with the Department and the City to review, inventory and map the occupancy status, property profile details, zoning, acquisition pricing, historic status, housing type, and affordabl e ho using val ue of all ap plicable su rplus proper ties in the City.
3. Prepare an d par1ici pa te in vario us City Council M eetings, Staff Meetings, Communi ty Meetings, and meeti ngs with t he Departme nt and others, at the request of th e City.
4. Work co llaborativel y wi th the City and Sen ator Portan tino's offi ce to crea te and follow through on a City sponsored legislative bill proposal.
5. Negotia te and manage a Department initial M em or;:i ndum of Und erst anding and/or Purchase an d Sale Agreement.
6. Coordinate wi th the Department and th e City to inspect the interior and exterior of al l appli cable surplus properties in the City to determine the condition and re pair estimate.
Repair estima tes w ill not only add ress hea lth and safety issues but also ach ieve a higher standard. The strategy will include different standards and process for designated historic properties and will incorporate feedback from the South Pasadena Preservation Foundation . Property condition and repair estimate reports will be provided by the City and/or a third-party inspection company.
7. Explo re funding sources and prepare tt1e fu nding strategy port fo io analysis for th e acquisition, rehabi litation, operation, and main tenance of al l unoccupied/vacant properties.
1 Leaoue #6233 5. Irvine CA 92602 - Phon e: 909-706-71 93 16 - 38
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Step 2 - Fund ing, Clos ing Unoccupied/Vaca nt Land and Forma tion of Ownersh ip Ent ity (Not a part of this proposal. Scope of Work to be determi ned and approved by Council in the fut ure)
Step 3 - Due Dil igence, Funding, Closing Occu pied Mu lti-Fami ly and Single-Family residences. (Not a part of this proposal. Scope of Work to be determined and approved by Council in the Future)
FEES
Based upon th e Scope of Work outlined in this proposal, it is difficult to es timate the amount of time needed for variou s meeti ngs and w ork re quested to fulfil l this assignment. Therefore, all work will be City approved in advance and with a not to excee d amount as follows:
Step 1- Legis lat ion, Plan Approval, & Unoccupied/Vacant Property Due Dil igence Tota l contract amount for this proposal not to exceed $75,000. • Mr. El iason's Bill ing Rate is $195 per hour.
• Project Manager Billing Rate is $155 per hour.
c Grant Henn inger, Sub-Consultant
• Executive Assistant Billing Rate is $85 per hour.
,. Kerri Taylor, Sub-Consultant
City-a pproved tiavel expe nses for mileage (IRS approved rate), airfare, lodging, car rental/ride share, car rent;il gas, to ll expenses, airport pa rking fees, and confnencP/rneeting fees will be paid on a reimbursement basis with rece ipts attached to monthly 1nvo1ce. Office expen~es such as messenger services, copy service, notary, overnight shipping/exp ress mai l costs, will be paid on a reim bursement basis with receipts at tached to monthly invoice.
Monthly invoices identify line- item description of tasks completed to date, time expended and th e hourly rate. Monthly invo ices shall be pai d by the City withi n 30 days of receipt of invoice. 1 Leaau e #62335. Irvine CA 92602 - Phon e: 909-706-7193 16 - 39
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB DocuSign Envelope ID: 120EDBE4-FDD2-461A-9916-1222O2AEB86C Nol included:
• Lega l fees and other costs for commun ity-based entity formation . ci Third -party property inspection reports
• Third-party cost estimating reports.
• Appra isals, title, escrow fees and all other closing co sts. 1 Leaoue #62335. Irvi ne CA 92602 - Phone : 909-706-719 3 CONTRACT 2021-027
16 - 40
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB DocuSign Envelope ID: 120ED8E4-FDD2--461A-9916-1222O2AE886C CONTRACT 2021-027
South Pasadena Step 1 Proposal and Scope of
Work 03302021
Final Audit Report 2021-03-30
Created 2021-03-30
By. ADAM ELIASON ([email protected])
Status Signed
Transaction ID CBJCHBCAABMbOW6gkVm6DsuRAGMmRcRyOJo9R14MT17 "South Pasadena Step 1 Proposal and Scope of Work 03302021 " History
~J Document created by .A.DAM ELIASON ([email protected]) 2021-03-30 - 9.56:07 PM GMT - IP address 74.81 247168
Document emailed to Adam B. Eliason ([email protected]) for signature 2021-03-30 - 9 56.25 PM GMT
f 1 Email viewed by Adam B. Eliason ([email protected]) 2021-03-30 - 9 56.46 PM GMT- IP address 7,181 247 168
:\, Document e-signed by Adam B. Eliason ([email protected]) S,gnalure Date 2021-03-30. 9:57:03 PM GMT - Tirne Source server- IP address: 7:. 81 247 168 e) Agreement completed.
2021-03-30 - 9 57 03 PM GMT
II Adobe Sign
16 - 41
ATTACHMENT 5
CivicStone, LLC PSA
1st Amendment
16 - 42
263222.1
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made and entered into on the 20h day of April, 2022 by and between the CITY OF SOUTH PASADENA (“City”) and CivicStone, LLC. (“Consultant”).
RECITALS
WHEREAS, on March 29, 2021, the City Council authorized the City Manager to execute a contract with CivicStone, LLC to perform the work needed for the City of South Pasadena to determine, prepare, and implement a surplus property acquisition and rehabilitation strategy;
WHEREAS, the Term of the Agreement is through June 30, 2022, with the option to extend upon written agreement of the parties;
WHEREAS, the City and Consultant desire to amend the Scope of Services to incorporate the preparation and coordination for Council approval of the Request For Qualification for Housing Related Entities (HRE) and extend the contract term.
NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:
1. PARAGRAPH 3.1 “Scope of Services” is amended by amending the Scope of Services as set forth in Exhibit 1, attached and incorporated by this Amendment.
2. PARAGRAGH 3.4 “Maximum Amount” is amended to read as follows: The highest total compensation and cost payable to Consultant by the City under this agreement. The Maximum Amount under this Agreement is Eighty-Thousand and Eight Hundred and Fifty Dollars ($80,850), which is comprised of Seventy-Five Thousand Dollars ($75,000) for the original Scope of Services; and Five-Thousand and Eight Hundred and Fifty Dollars ($5,850) for the additional scope of work to incorporate additional analysis.
3. PARAGRAPH 3.6 “Termination Date” is amended to read as follows: Until project completion.
4. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
DocuSign Envelope ID: D1A756A9-6E7C-4E80-B513-CB328ADB2704 16 - 43
263222.1
TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. “CITY” “Consultant”
City of South Pasadena CivicStone, LLC
By:___________________________ By: __________________________ Signature Signature
Printed: Arminé Chaparyan Printed: Adam B. Eliason
Title: City Manager Title: Principal_
Date:________________________ Date:________________________ Attest:
By:
Christina Muñoz, Deputy City Clerk
Date: ____________________
Approved as to form:
By:
Andrew Jared, City Attorney
Date: ____________________
DocuSign Envelope ID: D1A756A9-6E7C-4E80-B513-CB328ADB2704 5/13/2022
5/13/2022
5/26/2022
5/26/2022
16 - 44
263222.1
Exhibit 1
Additional Scope of Services
Upon direction by the City, CivicStone, LLC shall prepare and coordinate for Council approval the Request for Qualifications to hire a Housing Related Entity (HRE) regarding the sales and disposition of the Caltrans surplus properties.
The not to exceed amount for this amended service shall be $5,850.
DocuSign Envelope ID: D1A756A9-6E7C-4E80-B513-CB328ADB2704 16 - 45
ATTACHMENT 6
Proposed CivicStone, LLC PSA
2nd Amendment
16 - 46
263222.1
SECOND AMENDMENT TO
AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made and entered into on the 2nd day of November, 2022 by and between the CITY OF SOUTH PASADENA (“City”) and CivicStone, LLC. (“Consultant”).
RECITALS
WHEREAS, on March 29, 2021, the City Council authorized the City Manager to execute a contract with CivicStone, LLC to perform the work needed for the City of South Pasadena to determine, prepare, and implement a surplus property acquisition and rehabilitation strategy;
WHEREAS, on April 20, 2022, the City Council authorized the City Manager to execute the First Amendment with CivicStone, LLC to release a request for proposals for inspections services and a request for qualifications for a Housing Related Entities (HRE) and Community Land Trust consultant;
WHEREAS, on April 20, 2022, the contract term was extended until completion of the project;
WHEREAS, the City and Consultant desire to amend the Scope of Services to ensure inspection services are completed, attend meetings, prepare reports, and present financial analysis to SB 381 Ad-Hoc Implementation Committee and City Council, and provide transitional training to new staff in Community Development.
NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS
FOLLOWS:
1. PARAGRAPH 3.1 “Scope of Services” is amended by amending the Scope of Services as set forth in Exhibit 1, attached and incorporated by this Amendment.
2. PARAGRAGH 3.4 “Maximum Amount” is amended to read as follows: The highest total compensation and cost payable to Consultant by the City under this agreement. The Maximum Amount under this Agreement is One Thousand Five and Eight Hundred Fifty Dollars ($105,850), which is comprised of Seventy-Five Thousand Dollars ($75,000) for the original Scope of Services; Five-Thousand and Eight Hundred and Fifty Dollars ($5,850) for first amendment and Twenty-five Thousand for the second amendment.
3. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
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TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. “CITY” “Consultant”
City of South Pasadena CivicStone, LLC
By:___________________________ By: __________________________ Signature Signature
Printed: Arminé Chaparyan Printed: Adam B. Eliason
Title: City Manager Title: Principal
Date:________________________ Date:________________________ Attest:
By:
Desiree Jimenez, Chief City Clerk
Date: ____________________
Approved as to form:
By:
Andrew Jared, City Attorney
Date: ____________________
16 - 48
Exhibit 1
Additional Scope of Services
Upon direction by the City, CivicStone, LLC shall:
1. Attend two unoccupied standard home inspections and two unoccupied historic home inspections with the City’s contracted vendor for inspections services and repair estimates, City staff and South Pasadena Preservation Foundation, to set expectations on quality and scope of repairs. Be available to inspection vendor and the City to discuss inspection issues/answer questions during remaining inspections. Ensure inspections are completed and reports are submitted to the City on a timely basis.
2. (a) Prepare reports/presentations and attend up to three Ad-Hoc Committee Meetings; (b) One Community Meeting; and (c) One Council Meeting to review and present findings related to the inspections, financial portfolio analysis, and affordable housing partner RFQ/RFP review, recommendation, and report.
3. Provide up to fifteen hours of transitional training and updates to new staff including Senior Management Analyst for Housing Programs and Deputy Director and status update meetings with Caltrans management.
The not-to-exceed amount for this amended service shall be $25,000 for a total not-toexceed contract amount of $105,850. 16 - 49