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CD Housing Advisory ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR HOUSING ADVISORY SERVICES gT / Y / � Q�f�t � Y This Agreement is made and entered into this �'6 da of 20 b and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SEIFEL CONSULTING INC. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY needs and independent evaluation of a bond -financing program implemented by Ca1CHA to become a member of the California Community Housing Agency; and WHEREAS, CONTRACTOR will be providing advisory services to the City; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: OJECT COORDINATION. A. CITY'S Project Manager. The Community Development Director, Paul Jensen is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Libby Seifel is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as stated in CONTRACTOR'S proposal dated March 2, 2021, attached hereto as Exhibit A. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as stated in attachment A. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a flat fee of $5,000 for Tasks 1 and 2 described in Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for (1) year(s) commencing as of March 1, 2021 and ending on March 1, 2022. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (1) year(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. During the term of this Agreement, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. 11. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Paul Jensen City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR's Project Director: Elizabeth (Libby) Seifel Seifel Consulting Inc. 5214F Diamond Heights Boulevard #221 San Francisco CA 94131-2175 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the ten -ns and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL GWS T JIM SCHUTZ, City Manager CONTRACTOR Name: Elizabeth Seifel Title: President, Seifel Consulting Inc. ATTEST: [If Contractor is a corporation, add signature of second corporate officer] AjrLfNDSAY LARA, City Clerk / By: APPROVED AS TO FORM: Name: Elizabeth Seifel Title: Tresurer, Seifel Consulting Inc. .�� a 9�jjjom I - ROBERT F. EPSTEIN, Cit ttomey March 2, 2021 Mr. James Schutz City Manager City of San Rafael 1313 Fifth Avenue San Rafael, CA 94901 Re: Proposal to Provide Housing Advisory Services Related to CalCHA- San Rafael Dear Mr. Schutz, Seifel Consulting appreciates this opportunity to provide housing advisory services to the City of San Rafael regarding the request by Catalyst Housing for the City to become a member of the California Community Housing Agency (CaICHA). The purpose of this work program is to prepare an independent evaluation of a bond -financing program implemented by Ca1CHA that is focused on preserving rental housing affordable to moderate -income households in California. This work will be provided to the City Attorney's Office of the City of San Rafael. This letter proposal includes a scope of services for the proposed work program based on our discussions and initial understanding of the work to be performed. This letter is designed to serve as a contract should you wish to proceed, which contains two exhibits. Exhibit A presents the proposed work program, while Exhibit B presents the terms of compensation and general contract provisions. This letter agreement and these exhibits constitute a legally binding contract, setting forth the terms and conditions under which Seifel Consulting, Inc. (Consultant) shall perform services for the City of San Rafael (Client) in conjunction with this work program. This letter has been signed by Elizabeth Seifel and once countersigned by you, represents a legally binding contract to perform the tasks as outlined in this letter proposal and the attached exhibits. We look forward to working with you and leveraging our prior work for the City of San Rafael to perform these services. i By. _ Elizabeth (Libby) Seifel Seifel Consulting, Inc. Un March 1, 2020 City of San Rafael Date 369 Pine Street, Suite 369 San Francisco CA 94104 1 415-618-0700 1 www.seifel.com Exhibit A Exhibit A Project Understanding The purpose of this work program is to prepare an independent evaluation of the potential benefits and considerations regarding a bond -financing program that has been developed by Catalyst Housing Group (Catalyst) in collaboration with the California Community Housing Agency (CaICHA). The financing program is designed to acquire and preserve rental housing that is affordable to moderate -income households earning between 81 120 percent of the AMI. The bonds are issued as limited debt obligations of CaICHA, which was formed pursuant to a joint exercise of powers agreement between two original members, Kings County and the Housing Authority of Kings County. Other public agencies have since joined CaICHA, including many Bay Area cities. As a political subdivision of the State of California Joint Powers Act, CaICHA is authorized to issue revenue bonds and to conduct a range of activities including acquisition, ownership, maintenance and operation of any property. Catalyst and CaICHA work with local jurisdictions that are members of CaICHA to identify potential residential properties that will be acquired and then deed restricted for occupancy by low-income and moderate -income households. CaICHA has adopted a policy that it will only issue bonds for a potential property if the governing body where the property is located is a CaICHA member and approves the issuance of the bonds for this purpose. The City of San Rafael is being asked to become a member of CaICHA. The City also would like to understand how the CaICHA program compares to other comparable programs in California. The California Statewide Communities Development Authority (CSCDA) is a Joint Powers Authority that was founded and sponsored by the League of California Cities and the California State Association of Counties. According to the CSCDA website, more than 530 California cities, counties and special districts have become Program Participants to CSCDA which serves as their conduit issuer and provides access to an efficient mechanism to finance locally -approved projects. CSCDA has developed a financing program for middle-income housing that is similar to CaICHA for its members and is in the process of finalizing the potential acquisition of multifamily housing in Anaheim and Long Beach. CSCDA has been contacting several of its Northern California members regarding potential participation in its middle-income housing program. Other similar programs may be in the process of being developed statewide, but to date these two programs appear to be the most active and comparable. A summary comparison of the CaICHA and CSDA programs will also be performed as part of the work program. Page 2 Work Program Seifel Consulting (Seifel) proposes to perform the following tasks based on our initial understanding of the services to be performed. These tasks may be refined upon project initiation. Task 1: Project Initiation We will initiate our work program with a conference call to review the proposed work tasks and to discuss how they can most efficiently and effectively be implemented. The key focus of this initial discussion will be to: • Review and refine the scope of services based on a mutual understanding of the underlying goals, priorities and parameters of the work program. • Gather and review relevant documents and data provided to date. • Review the schedule for the assembly of additional data and the preparation of work products. • Schedule follow-up calls or meeting(s) to discuss work progress. Throughout the work effort, we will conduct coordination calls as needed to ensure the work is accomplished effectively. These calls will be scheduled periodically and will serve to evaluate the progress of the project work, obtain additional information and review work performed to date. Task 2: Due Diligence Evaluation Analysis of CaICHA Based on our initial discussions, the following work would be performed as part of Task 2, subject to refinement during Task 1. The first step in the evaluation process will be to examine key documents and relevant information regarding the CaICHA bond financing program that will have been assembled as part of Task 1. This will include a review of information that City staff has received and any research or analysis that City staff has performed regarding CaICHA. Based on this review, we will collaborate with City staff to identify key benefits, risks and considerations to be addressed as part of the analysis and evaluation of CaICHA. Based on a preliminary review of information provided by CaICHA to other cities, the following are initial areas to be explored: • Property Acquisition Process— Identification, selection and purchase of properties, which will include evaluating what property selection criteria are used such as property size and age • Property Management and Resident Policies— Selection of property manager and key policies that may affect existing and future residents • Property Maintenance and Financial Performance— Potential considerations related to long term maintenance and financial performance of CaICHA properties as it may affect the City • Property Tax Exemption— Potential effects on local tax revenues • Local Agency Property Purchase in 30 Years— Potential benefits and considerations In order to perform the evaluation, we will review relevant financial information, proceedings from CaICHA public approval processes and relevant data from published sources and knowledgeable professionals. We will also prepare a high level summary comparison of the potential similarities and differences between the CaICHA and CSCDA middle income housing programs. After we discuss the initial results of the evaluation with City staff, we will explore whether or not to evaluate one or two of the properties that were acquired by CaICHA or a potential acquisition currently Page 3 being considered by another jurisdiction. In collaboration with City staff, we may also conduct conference call(s) with Catalyst or CaICHA to gather further information. We will also prepare for and participate in one or two calls with the City Attorney's Office and be available to attend a meeting with the City Council to present the findings. Task 3. Additional Services This scope of services is based on our initial understanding of our role and tasks to be performed for this assignment. Seifel will provide additional services upon client approval and within a separate additional services budget to be mutually agreed upon, which may include, but are not limited to: • Prepare additional analyses or written products, as mutually agreed upon. • Provide additional advisory services, as mutually agreed upon. • Prepare presentations for and/or participate in additional meetings beyond those described above. • Conduct extensive review of supporting data. • Review and advise on other related issues and/or documents as needed. These additional services will be billed on a time and expenses basis based on the attached billing rates. Work Product Seifel will prepare a draft memorandum that summarizes the analysis findings for the City's Attorney's Office, which will then be finalized based on City staff input. All documents will be provided in electronic PDF copies, although the memorandum may be provided in a Word version to facilitate feedback. All of the information collected, analyzed and compiled will remain confidential until approved for public release by the City Attorney of San Rafael. Schedule The schedule will be established during Task 1, but we anticipate completing our analysis within 30 days of contract execution and submitting the draft memorandum in March, depending on how quickly information can be gathered from the City and Catalyst. The memorandum will be finalized based on input from City staff this Spring. Page 4 Exhibit B: Compensation Based on our initial understanding of the scope of work, Seifel estimates that the budget for Tasks 1 and 2 will be $5,000. If necessary and requested by the client, Seifel will provide additional services as described in Task 3 up to an agreed upon budget on a time and material basis based on the billing rates detailed below. The terms of compensation and general contract provisions, described below, are incorporated into this contract by this reference. This letter agreement and any exhibits constitute a legally binding contract, setting forth the terms and conditions under which Seifel shall perform services for the Client in conjunction with the work program. Billing Rates Seifel Consulting Inc. bills on a time and materials basis, using the following rates. Billing rates are subject to annual revision. FY 2020/21 Hourly Rates Public and Non -Profit President $275 Senior Managing Consultant $200 Consultant $135 Analyst $125 Research Analyst/Technical Staff $115 Administrative Support $90 Contract Terms Expenses (Materials) Seifel Consulting Inc. bills expenses as follows: • Photocopying/report reproduction charges with a combined total exceeding $25 per month will be billed at 10 cents per black & white single -sided letter page (20 cents for a ledger -sized page) and one dollar per color single -sided letter page (two dollars for a ledger -sized page), except for bulk reproduction of reports, which is charged on a direct reimbursable basis. • Delivery service charges above $25 per month will be billed at cost. • Travel costs will be billed on a direct reimbursable basis. Automobile mileage charges will be billed based on the Internal Revenue Service Optional Standard Mileage Rate. Other travel and per diem expenses, including airfare, automobile rental and hotel (if necessary) are charged at actual cost. • Interest on all outstanding invoices that are past 30 days will be calculated based on a 10% yearly rate or a daily rate of .0274%. Subcontractor Management (if applicable) Upon client approval, where Seifel Consulting Inc. is managing subcontractor(s), a contract administrative charge of 10% will be applied to all subcontractor invoices. Page 5 Invoicing Seifel shall invoice Client on a monthly basis for all hourly services performed and all reimbursable expenses incurred by Seifel during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client within thirty (30) days of invoice date shall commence bearing interest on the 31 st day after invoice date at the rate of 10% per annum until they are paid in full, although this interest charge may be waived. Accounting Mailing Address Please direct all mail concerning invoicing and contracting to: Seifel Consulting, Inc. 5214F Diamond Heights Blvd, #221 San Francisco, CA 94131-2175 Delinquent Payment/Work Stoppage If at any time Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Seifel reserves the right to stop performing services under this letter agreement without any liability whatsoever to Client for damages of any kind client may incur in connection with Seifel's work stoppage. Good Faith Disputes In the event of any good faith dispute with regard to any portion of any Seifel invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Seifel shall be paid with interest at the rate set forth above, accruing from the 31 st day after the invoice date. Any disputes concerning Seifel's invoices must be addressed by Client in writing to Seifel within thirty (30) days of the invoice date. The absence of any such inquiries within the thirty (30) day period shall be deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's charges for all such services/materials. Client Information Client shall promptly provide Seifel with all of the information, surveys, reports, and professional recommendations requested by Seifel in order to provide its professional services. Seifel may rely on the accuracy and completeness of these items. In addition, Client agrees to provide the cooperation and timely responsiveness of its personnel with respect to the project as may be required from time to time during the performance of the project. Documents This scope of services and fee includes the provision of draft and final documents in an Adobe Portable Document Format (PDF). Administrative draft documents may be provided in Microsoft Word version for Client review and comment. Given the nature of these types of assignments, interim work files may be considered proprietary and confidential. Ownership of Materials This scope of services and fee does not provide for Client ownership of materials generated by Seifel Consulting Inc. during the course of this assignment. If Client wishes to secure ownership of the materials, then an agreement will be entered into between Client and Seifel Consulting Inc. to provide such ownership. Page 6 RAP �1 yo IT CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City of San Rafael Project Manager: Paul Jensen Contractor Name: Seifel Consulting Inc Contractor's Contact: Elizabeth (Libby) Seifel Extension: 5064 ❑ FPPC: Check if Contractor/Consultant must file Form 700 Contact's Email: libby@seifel.com Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor NA ❑ 3/8/2021 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 3/22/2021 © LG and return to Project Manager 3/22/2021 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 3/23/2021 contractor 4 Project Manager Forward three (3) originals of final agreement to 3/23/2021 ❑X contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 3/24/2021 LQM Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 3 A u24 agreement ` 8 City Attorney Review and approve insurance in PINS, and bonds , tIL (for Public Works Contracts) 311��j 9 City Manager/ Mayor Agreement executed by City Council authorized -Z official 3 2 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager ?X t✓