HomeMy WebLinkAboutC-6379 - Affordable Housing Grant Agreement Regarding the Property Located at 2800 Pacific View DriveDocumetit-1733719-Page-1
RECORDED AT THE REQUEST OF
AND WHEN RECORDED, RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Clerk
(Exempt i1mm Recntding Fees per Cal. Gov. Code §¢ 6103 end 273$3)
APN: 458-321-04
Page 1 of 1
Recorded in Official Records, orange County
Hugh Nguyen, Clerk -Recorder
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(SPACE ABOVE TRIS LINE FOR RECORDER'S USE)
AFFORDABLE HOUSING GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
SEAVIEW LUTHERAN PLAZA, INC., REGARDING THE PROPERTY
LOCATED AT 2800 PACIFIC VIEW DRIVE, NEWPORT BEACH, CALIFORNIA
E`his,1FFORDABLE HOUSING AGREEMENT ("Agreement") is entered into as of this
day of Wt4 , duly 2016 ("Effective Date') by and between the City of Newport Beach, a
California municipal corporation and charter city, ("City") and Seaview Lutheran Plaza, Inc„ a
California nonprofit corporation ("owner"), and is made on the basis of the following facts,
intentions and understandings:
RECITALS
WHEREAS, providing and maintaining low and moderate income housing options in the
City of Newport Beach furthers the City's affordable housing goals and objectives as expressed
In the Housing Element-,
WHEREAS, City is a municipal corporation which has received funds from the payment
of affordable housing in -lieu fees by previous developers of market rate housing who did not
provide affordable housing units in compliance with the City s Housing 'Element;
WHEREAS, Owner is the owner of the fee interest of that certain senior citizen
residential project of one hundred (100) affordable dwelling units commonly known as Seaview
Lutheran Plaza located at 2800 Pacific View Drive In the City of Newport Beach, County of
Change, State of California, Assessor's Parcel Number. 458-321-04, as more particularly
described in the legal description and depiction attached hereto as Exhibit A ("Property");
WHEREAS, Owner currently provides extremely4ow and very iow-income senior
housing under the U.S. Department of Housing and Urban Development, Project Based
Contract Section 8 Program ('Section 8'), and intends to continue to use the Property to provide
extremely -low and very low-income senior housing;
WHEREAS, the Property contains one hundred (100) apartment units in need of
bathroom rehabilitation, including Americans with Disabilities Act ('ADN') compliant fixture
replacement, which includes six (6) units with wheelchair accessibility. All rehabilitation and
repairs shall include, but are not limited to the following new items: ADA -compliant toilets,
showers with glass doors, safety grab bars, shower wands, sink, vanity, mirror, hard surface
flooring, paint, and lighting ("Improvements") as more particularly described in the Scope of
abotwblank 08/22/2016
RECORDED AT THE REQUEST OF
AND WHEN RECORDED, RETURN TO:
City of Newport. Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Clerk
(Exempt from Recording Fees per Cal. Gay. Code §§ 6103 and 27383) (SPACE ABOVE. THIS LINE FOR RECORDER'S USE)
APN : 458-321-04
AFFORDABLE HOUSING GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
SEAVIEW LUTHERAN PLAZA, INC., REGARDING THE PROPERTY
LOCATED AT 2800 PACIFIC VIEW DRIVE, NEWPORT BEACH, CALIFORNIA
This AFFORDABLE HOUSING AGREEMENT ("Agreement") is entered into as of this
day of Lts _14 , July 2016 ("Effective Date") by and between the City of Newport Beach, a
California municipal corporation and charter city, ("City") and Seaview Lutheran Plaza, Inc., a
California nonprofit corporation ("Owner"), and is made on the basis of the following facts,
intentions and understandings:
RECITALS
WHEREAS, providing and maintaining low and moderate income housing options in the
City of Newport Beach furthers the City's affordable housing goals and objectives as expressed
in the Housing Element;
WHEREAS, City is a municipal corporation which has received funds from the payment
of affordable housing in -lieu fees by previous developers of market rate housing who did not
provide affordable housing units in compliance with the City's Housing Element;
WHEREAS, Owner is the owner of the fee interest of that certain senior citizen
residential project of one hundred (100) affordable dwelling units commonly known as Seaview
Lutheran Plaza located at 2800 Pacific View Drive in the City of Newport Beach, County of
Orange, State of California, Assessor's Parcel Number: 468-321-04, as more particularly
described in the legal description and depiction attached hereto as Exhibit A ("Property");
WHEREAS, Owner currently provides extremely -low and very low-income senior
housing under the U.S. Department of Housing and Urban Development, Project Based
Contract Section 8 Program ("Section 8"), and intends to continue to use the Property to provide
extremely -low and very low-income senior housing;
WHEREAS, the Property contains one hundred (100) apartment units in need of
bathroom rehabilitation, including Americans with Disabilities Act ("ADA") compliant fixture
replacement, which includes six (6) units with wheelchair accessibility. All rehabilitation and
repairs shall include, but are not limited to the following new items: ADA -compliant toilets,
showers with glass doors, safety grab bars, shower wands, sink, vanity, mirror, hard surface
flooring, paint, and lighting ("Improvements") as more particularly described in the Scope of
Work attached hereto as Exhibit f3, and all work shall be completed by a California licensed
contractor facilitated by Owner;
WHEREAS, Owner has requested a waiver of building permit and inspection fees.
WHEREAS, Owner shall maintain affordability restrictions on the Property until March
26, 2069, which is an additional thirty (30) years beyond the present expiration of the existing
affordability restrictions on March 26, 2039. Should Owner or its successors or assigns choose
to terminate this Agreement prior to March 26, 2069, the Agreement Funds (as defined below)
plus interest shall be repaid to the City as provided in this Agreement. In no case shall this
Agreement be terminated prior to March 26, 2039;
WHEREAS, City has relied on the information submitted by Owner, including the
Owner's financial resources, ownership and commitment to maintaining the affordable housing
use of the Property, to determine Owner's eligibility to receive assistance provided under this
Agreement;
WHEREAS, funding from City is essential for preserving the supply of affordable rental
units in the City of Newport Beach; and
WHEREAS, City desires to expend affordable housing in -lieu funds to complete: the
Improvements and preserve the affordable housing units.
NOW, THEREFORE, the Recitals set forth above are a substantive part of this
Agreement and for good and valuable consideration the parties agree as follows:
Section 1. The term of this Agreement shall commence on the Effective Date and
shall expire on March 26, 2069, unless terminated earlier as set forth herein.
Section 2. Agreement Funds. City does hereby agree to disburse to the Owner an
amount not to exceed Eight Hundred Thousand Dollars ($800,000.00) ("Agreement Funds")
solely to pay for the Improvements in accordance with and subject to the terms and conditions
of this Agreement. The Agreement Funds shall only be disbursed by the City to Owner provided
the Owner is not in breach of this Agreement.
Section 3. Conditions Precedent to Fund Disbursement.
(a) The Agreement Funds shall be disbursed in accordance with the following
procedures:
1. Prior to disbursement of any Agreement Funds, Owner shall execute and deliver
to the City this Agreement and a copy of an executed contract(s) by and between Owner and
each contractor and subcontractor providing for the completion of the Improvements, which
agreements shall provide the total costs of completing the Improvements;
2. Prior to disbursement of any Agreement Funds, Owner shall obtain any required
permits for the Improvements by City's Community Development Department and other
government approvals as required;
3. Prior to disbursement of any Agreement Funds, Owner shall provide the City with
certificates of insurance for each contractor and subcontractor with original endorsements
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 2
effecting coverage required by this Agreement and as set forth in detail in Exhibit C, which is
attached hereto and incorporated herein; and
4. Upon verification by the City that Owner has complied with this Section 3,
Subsections (a) (1) through (4), the City shall disburse funds to Owner up to the amounts
covered by the approved executed contracts.
(b) The parties hereto agree that the City shall not be obligated to reimburse Owner
and Owner shall be required to reimburse the City within ten (1 g) calendar days, the entire
amount of any Agreement Funds paid to Owner under this Agreement if any of the following
conditions occur:
1. The Owner does not obtain a final inspection for the Improvements and signature
on the permits that the project is completed by the City Community Development Department,
Building Division within twelve (12) months of permit issuance; or
2. Owner fails to submit a lien release in such form as approved by City within thirty
(30) calendar days of signature on the permits; or
3. Owner defaults in the performance of Owner's obligations under this Agreement;
or
4. if any of the Agreement Funds disbursed by City are not used for the
construction of the Improvements.
(G) interest on sums owed to the City shall be the greater of ten percent (10%)
interest per annum or highest interest rate allowed by federal law (which is subject to change),
until balance is paid.
Section 4. Owner Responsibility.
The parties hereto acknowledge and agree as follows:
(a) The City and Owner are not entering into a joint venture. Nothing in this
Agreement shall be deemed to constitute approval for Owner or any of Owner's employees or
agents, to be the agents or employees of City.
(b) Owner shall contract for and be responsible for the Improvements. City and all
officers, employees and representatives thereof shall not be responsible in any manner: for any
loss or damages that may happen as a result of this Agreement; the construction of the
Improvements or any part thereof; for any loss or damage to any of the materials or other things
used or employed in performing the construction of the Improvements, for injury to or death of
any person either workers or the public; or for damage to property from any cause arising from
the construction of the Improvements by the Owner, its contractor or subcontractor, or its
workers, or anyone employed by Owner. The manner and means of conducting the work on the
Improvements are under the control of Owner, except to the extent they are limited by statute,
rule or regulation and the express terms of this Agreement.
(c) City shall have no responsibility or liability to Owner or any third party regarding
any action or failure of any contractor, subcontractor, supplier or third party and that City in no
way guarantees any of the work to be done or the materials to be supplied. City's sole
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 3
obligation with respect to the Improvements shall be for disbursement of the Agreement f=unds
in accordance with the terms of this Agreement.
Section 5. Owner's Covenants to Maintain as Affordable Senior Housing_
Owner shall maintain all units at the Property, except for the Building Relief staff unit, defined
below, ("Affordable Units") as affordable senior housing subject to the following conditions:
(a) All one hundred (100) of the Affordable Units shall be one (1) bedroom units.
One (1) of these units may be utilized as an on-site "Building Relief" staff unit.
(b) With the exception of the one (1) "Building Relief' staff unit, all Affordable Units
shall be rented to persons or families earning no more than fifty percent (50%) of the Orange
County ("County") annualized median income ("Very Low -Income"). The wait -list for Affordable
Units shall give alternating preference to persons or families earning no more than thirty percent
(30%) of the County's annualized median family income (`Extremely -Low Income") in such a
way as to ensure that fifty percent (50%) of the annual new rentals are rented to Extremely -Low
Income persons or families.
(c) The annual gross rent shall be set by Owner's Section 8 agreement with the
U.S. Department of Housing and Urban Development ("HUD"). Owner's HUD agreement limits
the tenant's share of the total monthly rent to no more than thirty percent (30%) of the tenant's
adjusted monthly net income. In the event that no Section 8 agreement is entered into
between Owner and HUD for the Property or Affordable Units, all Affordable Units shall be
rented for an Affordable Rent. As used herein, "Affordable Rent" means rent, a monthly
amount which, together with utility allowance, does not exceed: one twelfth (1112th) of thirty
percent (30%) of the fifty percent (50%) of annual median income, adjusted by household size
based on the number of bedrooms in the unit.
(d) Owner shall limit public occupancy of the Affordable Units to elderly and six (6)
units for mobility -impaired handicapped persons and families as defined in Section 202 of the
Housing Act of 1959 and applicable HUD regulations. The criteria governing eligibility of
tenants for admission to Section 8 units and the conditions of continued occupancy shall be in
accordance with the Housing Assistance Payments agreement currently in effect upon the
Property and the HUD approved Resident Selection Plan ("RSP").
(e) Each Affordable Unit shall meet the affordability and eligibility criteria and
requirements of this Agreement until March 26, 2069, a period of sixty (60) years subsequent to
the date the first Affordable Housing Agreement between the City of Newport Beach and
Seaview Lutheran Plaza, Inc., dated September 22, 2009, as amended, expires.
(f) Owner shall be responsible for ensuring that persons or families who rent the
Affordable Units properly qualify to occupy the units under the terms of this Agreement.
Selection of the tenants of the Affordable Units shall be made on the basis of criteria that are
neutral as to race, religion, sex, creed, ethnic origin, marital status, or any other constitutionally
impermissible standard.
(g) Owner shall provide to City such information as is reasonably requested by City
or its agents in connection with City's annual monitoring of the Affordable Units within ten (10)
calendar days of the request and the information shall be verified in writing by Owner under
penalty of perjury. Such information shall include, at a minimum, the following for each
Affordable Unit:
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 4
1. Rental rate;
2. Name of current tenant;.
3. initial occupancy date of current tenant;
4. Household size of current tenant;
5. Household income of current tenant, and information upon which Owner relied
to qualify current tenant. Once a tenant is qualified for occupancy of an Affordable Unit, that
tenant shall be deemed to have qualified for occupancy. Thereafter, each tenant must be re-
certified annually as to his or her income for the purposes of determining their thirty percent
(30%) monthly rent share; and
6. Interest and/or waiting list -
(h) Each Affordable Unit shall meet HUD Section 8 Housing Quality Standards, local
and state housing and building codes, and shall be free and clear of lead-based paint hazards.
Owner shall maintain, at Owner's sole cost and expense, the Affordable Units and Property in
good condition, in good repair, and in decent, safe, sanitary and habitable living conditions
during the term of this Agreement_
Section 6. Covenants Recorded Against the Property. This Agreement shall be
recorded in the Official Records of Orange County, California. All of the covenants and
restrictions set forth in this Agreement shall be equitable servitudes and covenants running with
the land pursuant to applicable law, including, without limitation, California Civil Code Section
1468. Each covenant to do or refrain from doing some act on or affecting the Property is for the
benefit of the Property. Each covenant shall run with the Property, and any portion thereof, as
applicable, and shall benefit or be binding upon each successive owner during its ownership of
the Property. The covenants herein contained shall, subject to the provisions as to assignment,
apply to and bind the heirs, successors, executors, administrators and assigns of all the parties
hereto; and all of the parties hereto shall be jointly and severally liable hereunder. Upon
expiration this Agreement or after termination for cause and the repayment of the Agreement
Funds and interest, Owner and the City shall sign documents in recordable form (provided by
the Owner giving notice and subject to approval by the City Attorney) as may be necessary to
remove the effect of this Agreement from the Property in the Official Records of Orange County.
Section 7. Indemnity; Hold Harmless. To the fullest extent permitted by law,
Owner shall indemnify, defend and hold harmless City, its elected or appointed officers, agents.
officials, employees, volunteers, and any person or entity owning or otherwise in legal control of
the Property upon which Owner performs the Improvements and/or services contemplated by
this Agreement (collectively,. the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and
court costs) of every kind and nature whatsoever (individually, a "Claim;" collectively, "Claims"),
which may arise from or in any manner relate (directly or indirectly) to this Agreement, any
breach of the terms and conditions of this Agreement, any work performed or services provided
under this Agreement including, without limitation, defects in workmanship or materials or
Owner's presence or activities related to the Improvements or pursuant to this Agreement
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 5
(including, but not limited to, the negligent and/or willful acts, errors and/or omissions of Owner,
its principals, officers, agents, employees, vendors, suppliers, contractors, consultants,
subcontractors, suppliers anyone employed directly or indirectly by any of them or for whose
acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Owner to indemnify
the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of
the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award
of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to be provided by
the Owner.
Section 8. Non -Discrimination.
(a) Owner shall be responsible for ensuring that persons or families who rent the
Affordable Units properly qualify to occupy the units under the terms of this Agreement.
Selection of the tenants of the Affordable Units shall be made on the basis of criteria that are
neutral as to race, religion, sex, creed, ethnic origin, marital status, or any other constitutionally
impermissible standard.
(b) Owner represents that it is an equal opportunity employer and it shall not
discriminate against any contractor, subcontractor, supplier, employee or applicant for
employment because of race, religion, sex, creed, ethnic origin, marital status, or any other
constitutionally impermissible standard.
Section 9. Compliance. Owner agrees to strictly comply with all requirements of
this Agreement.
Section 10. Default.
(a) Termination for Cause. In the event the City determines that there has been
any fraud or deceit by Owner including, but not imited to, any material misrepresentation by
Owner, the City may, in its sole discretion, immediately terminate this Agreement. In the event
that either party fails or refuses to perform any of the provisions of this Agreement at the time
and in the manner required, that party shall be deemed in default in the performance of this
Agreement. If such default is not cured within a period of five (5) calendar days, or if more than
five (5) calendar days are reasonably required to cure the default and the defaulting party faits
to give adequate assurance of due performance within five (5) calendar days after receipt of
written notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting party
may terminate the Agreement forthwith by giving to the defaulting party written notice thereof.
(b) Repayment. In the event of termination for cause as provided in this Agreement,
Owner shall within ten (10) calendar days repay the entire amount of the Agreement Funds to
the City plus interest which shall bear a rate of ten percent (10%) from the date the Agreement
Funds were distributed to Owner.
(c) Acceptance of Service of Process. In the event that any legal action is
commenced by the Owner against the City, service of process on the City shall be made by
personal service upon the City Clerk, or in such other manner as may be provided by law_
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 6
In the event that any legal action is commenced by City against Owner, service of process on
Owner shall be made in such manner as may be provided by law, whether made within or
outside the State of California.
Section 11. General Provisions.
(a) Notices. All notices, demands, requests or approvals to be given under the
terms of this Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third (3`d) business day after the deposit thereof in the
United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Owner to City shall be addressed to City at:
To City: City of Newport Beach
Attn: City Manager
100 Civic Center Drive
Newport Beach, CA 92660
With copies to:
City of Newport Beach
Community Development Department
Attn: Planning Division
100 Civic Center Drive
Newport Beach, CA 92660
City of Newport Beach
Community Development Department
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
All notices, demands, requests or approvals from City to Owner shall be addressed to
Owner at:
To Owner: Attn: Board of Directors
Seaview Lutheran Plaza, Inc.
2800 Pacific View Drive
Newport Beach, CA 92625-1138
With a copy to:
CARING Housing Ministries
Agent for Seaview Lutheran Plaza
3204 Rosemead Boulevard, Suite 100
El Monte, CA 91731
Either party may change its address for notice by giving written notice thereof to the
other party,
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 7
(b) Amendment of Agreement. No modification, rescission, waiver, release or
amendment of any provision of this Agreement shall be made except by a written agreement
executed by Owner and City's Community Development Director and approved as to form by
City's City Attorney.
(c) Owner Assignment Prohibited. In no event shall Owner assign or transfer any
portion of its rights or obligations under this Agreement without the prior express written consent
of City, which consent may be given or withheld in City's sole discretion. The sale, assignment,
transfer or rather disposition of any of the issued and outstanding capital stock of Owner which
results in changing the control of Owner shall be considered a prohibited assignment. Control
means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of
the assets of the corporation.
(d) Owner to File Notices. Owner shall file or record any notices of completion,
cessation of labor, or any other notice that City deems necessary or desirable to protect its
interest hereunder.
(e) Actions. City shall have the right to commence, appear in, or defend any action
or proceeding purporting to affect the rights, duties, or liabilities of the parties hereunder, or the
disbursement of any proceeds of the Agreement Funds.
(f) Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of grange.
(g) Construction of Words. Except where the context otherwise requires, words
imparting the singular number shall include the plural number and vice versa, words imparting
persons shall include firms, associations, partnerships and corporations, and words of either
gender shall include the other gender.
(h) Partial Invalidity. If any provisions of this Agreement shall be declared invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions
hereof shall continue in full forge and effect.
(i) Captions and Headings. Captions and headings in this Agreement are for
convenience of reference only, and are not to be considered in construing the Agreement.
(j) Joint and Several Liability. If Owner consists of more than one (1) person, the
obligations of this Agreement shall be the joint and several obligations of all of them.
(k) Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties. This Agreement integrates all of the terms and conditions mentioned
herein or incidental thereto, and supersedes all prior negotiations, discussions and previous
agreements between City and Owner concerning ail or any part of the Subject matter of this
Agreement. No verbal agreement or implied covenant shall be held to vary the provisions
herein. All exhibits to this Agreement are hereby incorporated by reference herein.
(1) Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page
(m) Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant or condition contained herein, whether of the same or a
different character.
(n) Compliance with all Laws. Owner shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all
work prepared by Owner, its contractors and subcontractors shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements. The parties
expressly agree that it shall be Owner's obligation to determine whether the use of the
Agreement Funds requires the payment of prevailing wages for the construction of the
Improvements and to comply with any applicable laws, rules and regulations related to the
payment of prevailing wages.
(o) Conflicts of Interest. The Owner or its employees may be subject to the
provisions of the California Political Reform Act of 1974 ("Act"), which (1) requires such persons
to disclose any financial interest that may foreseeably be materially affected by this Agreement,
and (2) prohibits such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
If subject to the Act, Owner shall conform to all requirements of the Act. Failure to do so
constitutes a material breach and is grounds for immediate termination of this Agreement by
City. Owner shall indemnify and hold harmless City for any and all claims for damages resulting
from Owner's violation of this Subsection.
(p) Records. Owner shall keep records and invoices in connection with the
Improvements. Owner shall maintain complete and accurate records with respect to the costs
incurred in the Improvements and any expenditures and disbursements of the Agreement
Funds, for a minimum period of four (4) years, or for any longer period required by law, from the
date of final payment of any Agreement Funds under this Agreement. All such records and
invoices shall be clearly identifiable. Owner shall allow a representative of City to examine,
audit and make transcripts or copies of such records and invoices during regular business
hours. Owner shall allow inspection of all work, data, documents, proceedings and activities
related to the Agreement during the term of this Agreement and for a period of three (3) years
from the termination or expiration of this Agreement.
(q) Confidentiality. All documents, including drafts, notes and communications that
result from this Agreement, shall be kept confidential unless City authorizes in writing the
release of information.
(r) Cooperation. Owner agrees to work closely and cooperate fully with City and
any other agencies that may have jurisdiction or interest in this Agreement. City agrees to
cooperate with the Owner in the implementation of this Agreement.
(s) Non -Liability of Officials, Employees and Agents. No official, officer,
employee, agent, or representative of City shall be personally liable to Owner or its successors
and assigns for any loss arising out of or connected with this Agreement and no judgment or
execution thereon entered in any action hereon shall be personally enforced against any such
official, officer or employee.
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 9
M No Third Party Beneficiaries. The only parties to this Agreement are City and
Owner. This Agreement does not involve any third party beneficiaries; and it is not intended
and shall not be construed to benefit or be enforceable by any other person or entity,
(u) No Attorneys' Fees. In the event of any legal action arising under this
Agreement, the prevailing party shall not be entitled to attorneys' fees. Each party shall bear its
own costs and attorneys' fees.
[SIGNATURES ON NEXT PAGE]
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the clay and
year written below.
CITY: CITY OF NEWPORT BEACH,
a municipal corporation and charter city
r
By:
DiAne B. Dixon
Mayor
APPROVED AS TO FORM:
CITY AX7_ESOFFICE
By: 1
Aaron C. Harpli lti u
City Attorney
ATTEST:
By: 4
Leilani I. Brown
City Clerk
OWNER: SEAVIEW LUTHERAN PLAZA,
INC.,
a California nonprofit corporation
By: r
GY�ari Wiresident .,Grass
By:
r
Mc�'Harrier
Board Assistant Treasurer
`:moo R ffs, �j
Owners must sign in the presence of notary public
[END OF SIGNATURES]
Attachments: Exhibit A — Legal Description and Depiction
Exhibit B — Scope of Work
Exhibit C — Insurance Requirements
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 11
ACKNOWLEDGMENT
A notary public or other Officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document -
State of California
County Qf i t G -e- } ss. J
On u5 Iq 20 before -3e,
Notary Puc, personally appeared Iq&r es Gr-os5
who proved to me on the basis of satisfactory evidence to be the person(sywhose names)
is/qre- subscribed to the within instrument and acknowledged to me that helsbelthe executed
the same in his/4erftl�eif- authorized capacity(.ies); and that by hislherltheir- signatures(.q on the
instrument the persogksy,'or the entity upon behalf of which the person�&) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my ha nd officialseall.
Signature
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
KIM RIEFF
Commission # 2338&49
L'a,
Notary Public - CaliforniaOrange County[sealMy Comm. Expires Jan 2fi, 2920
State of California
County of C. } ss.
On J uS� 9 20 1 before mp,, _ t i x No�gv1(7 iL f GC'
Notary Pu lic, personally appeared �P .�Iri fir' ,
proved to me on the basis of satisfactory evidence to be the persort(s-) whose name�s-rislafti
subscribed to the within instrument and acknowledged to me that helshefthey- executed the
same in hislhe`rltheir authorized capacity{les), and that by hislhe ft4eir signatures(s)- on the
instrument the person>}' or the entity upon behalf of which the persorl{s} acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNE my hand and offici I eal.
Signature'
KIM RIEFF
Commission # 2138849
Notary Public - California
(range County n
(Seal) My Comm. Ex fres Jan 28, 2924
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page 12
EXHIBIT A
LEGAL DESCRIPTION AND DEPICTION
Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on a
Map filed in Book 149, Pages 25 and 26 of Parcel Maps, in the Office of the County Recorder of
Orange County, California on August 25, 1980
Assessor's Parcel No. 458-321-05
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page A-1
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EXHIBIT B
SCOPE OF WORK
• Rehabilitation of one hundred (100) apartment bathrooms shall include, but is not limited
to:
Q ADA -compliant toilets;
c Removal of tubs;
o Installation of shower with glass doors (or wheelchair accessible for six (6) units);
a Installation of new and/or existing safety grab bars;
• Installation of sliding/adjustable shower wand;
• Installation of new sink/vanity/mirror;
o Replacement of hard surface flooring;
* New paint; and
Q Lighting.
• This scope of work shall not exceed that provided for in the permits issued by the City.
Improvements previously legally permitted that are currently non-compliant may remain
if left unaltered. The City may require corrective action for violations considered a risk to
health, safety, or a risk to life. The City may require corrective action for unpermitted
improvements.
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS
Provision of Insurance. Without limiting Owner's indemnification of City, and prior to
commencement of Work, Owner shall obtain, provide and maintain at its own expense
during the term of this Agreement, policies of insurance of the type and amounts described
below and in a form satisfactory to City. Owner agrees to provide insurance in accordance
with requirements set forth here. If Owner uses existing coverage to comply and that
coverage does not meet these requirements, Owner agrees to amend, supplement or
endorse the existing coverage.
2. Acceptable insurers. All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance in
the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's
Key Rating Guide, unless otherwise approved by City's Risk. Manager.
3. Coverage Requirements.
A, Workers' Compensation Insurance. Owner shall maintain Workers' Compensation
Insurance providing statutory benefits and Employer's Liability Insurance with limits
of at least one million dollars ($1,000,000) each employee or volunteer for bodily
injury by accident and each employee or volunteer for bodily injury by disease in
accordance with the laws of the State of California, Section 3700 of the Labor Code.
In addition, Owner shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with
California law for all of the subcontractor's employees. The insurer issuing the
Workers' Compensation insurance shall amend its policy by endorsement to waive
all rights of subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers. Owner shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
elected or appointed officers, agents, officials, employees, volunteers, and any
person or entity owning or otherwise in legal control of the property upon which
Consultant performs the project and/or services contemplated by this Agreement.
B. General Liability Insurance. Owner shall maintain commercial general liability
insurance and, if necessary, umbrella liability insurance, with coverage at least as
broad as provided by Insurance Services Office form CG 00 01, in an amount not
less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate and two million dollars ($2,000,000) completed
operations aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising injury, and
liability assumed under an insured contract (including the tort liability of another
assumed in a business contract).
C. Automobile Liability Insurance. Owner shall maintain automobile insurance at least
as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of Owner arising out of or in connection with Work
to be performed under this Agreement, including coverage for any owned, hired,
Seaview Lutheran Plaza, Inc. Affordable Housing Grant Agreement Page C-1
non -owned or rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit for each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the
following provisions:
A. Waiver of Subrogation. AIG insurance coverage maintained or procured pursuant to
this Agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees, volunteers, and any person or
entity owning or otherwise in legal control of the property upon which Consultant
performs the project and/or services contemplated by this Agreement or shall
specifically allow Owner or others providing 'Insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Owner hereby
waives its own right of recovery against City, and shall require similar written
express waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability, products
and completed operations, excess liability, pollution liability, and automobile liability,
if required, shall provide or be endorsed to provide that City, its elected or appointed
officers, agents, officials employees, volunteers, and any person or entity owning or
otherwise in legal control of the property upon which Consultant performs the
project and/or services contemplated by this Agreement shall be included as
additional insureds under such policies.
C. Primary and Non Contributory. Owner's insurance coverage shall be primary
insurance and/or the primary source of recovery with respect to City, its elected or
appointed officers, agents, officials, employees, volunteers, , and any person or
entity owning or otherwise in legal control of the property upon which Consultant
performs the Project and/or Services contemplated by this Agreement. Any
insurance or self-insurance maintained by City shall be excess of Owner insurance
and shall not contribute with it.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days'
notice of cancellation or nonrenewal of coverage (except for nonpayment for which
ten (10) calendar days' notice is required) for each required coverage except
Builders Risk Insurance, which shall contain an endorsement with said required
notices.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A- Evidence of Insurance. Owner shall provide certificates of insurance to City as
evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation and other endorsements as
specified herein for each coverage. All of the executed documents referenced in
this Agreement must be returned to City within ten (10) regular City business clays
after the date on the "Notification of Award"_ Insurance certificates and
endorsements must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all
times during the term of this Agreement_ City reserves the right to require
complete, certified copies of all required insurance policies, at any time,
Seaview Luther -an Plaza, Inc. Affordable Housing Grant Agreement Page C-2
B. City's Right to Revise Requirements. City reserves the right at any time during the
term of the Agreement to change the amounts and types of insurance required by
giving Owner ninety (90) calendar days advance written notice of such change. If
such change results in additional cost to Owner, City and Owner may renegotiate
the changes.
C. Right to Review Subcontracts. Owner agrees that upon request, all agreements
with subcontractors or others with whom Owner enters into agreements with on
behalf of City will be submitted to City for review. Failure of City to request copies of
such agreements will not impose any liability on City, or its employees. Owner shall
require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Owner shall ensure that City is an additional
insured on all insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG 20 38
0413.
D. Enforcement of Agreement Provisions. Owner acknowledges and agrees that any
actual or alleged failure on the part of City to inform Owner of non-compliance with
any requirement imposes no additional obligations on City nor does it waive any
rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or limits
contained in this Exhibit 8 are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any ,party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any
type. if Owner maintains higher limits than the minimums shown above, the City
requires and shall be entitled to coverage for higher limits maintained by Owner.
Any available proceeds in excess of specified minimum limits of insurance and
coverage shall be available to the City.
F. Self -Insured Retentions. Owner agrees not to self -insure or to use any self-insured
retentions on any portion of the insurance required herein and further agrees that it
will not allow any indemnifying party to self -insure its obligations to City. If Owner's
existing coverage includes a self-insured retention, the self-insured retention must
be declared to City. City may review options with Owner which may include
reduction or elimination of the self-insured retention, substitution of other coverage,
or other solutions. Owner agrees to be responsible for payment of any deductibles
on their policies.
G. Timely Notice of Claims. Owner shall give City prompt and timely notice of claims
made or suits instituted that arise out of or result from Owner's performance under
this Agreement. and that involve or may involve coverage under any of the required
liability policies. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if they are
likely to involve City.
H. Coverage not Limited. All insurance coverage and limits provided by Owner and
available or applicable to this Agreement are intended to apply to the full extent of
Seaview Lutheran Plaza, Inc, Affordable Housing Grant Agreement Page C-3
the policies. Nothing contained in this Agreement orany other agreement relating
Renewal.to City or its operations limits the application of such insurance coverage.
Coverage Owner will renew the coverage required hare annually as long
as Owner continues to provide any Work under this or any other Agreement or
agreement with City. Owner shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been nanam/ed Or replaced
with other policies providing at least the same coverage. Proof that such coverage
has been ordered shall bosubmitted prior toexpiration. Acoverage binder orletter
from Owner's insurance agent [Othis effect isacceptable. Acertificate Cfinsurance
and/or additional |neUnad endorsement as required in these specifications
applicable to the renewing or new coverage nnUs\ be provided to City with five (5)
calendar days ofthe expiration nfthe coverages.
Maintenance of General Liability Coveraq . Owner agrees to maintain commercial
genena1habi1|h/covoCggeforapehodoftan(1O)ye@raaftercD[0p|eUonoftheYVork
or to obtain coverage for completed operations liaUfty for an equivalent period.
Seav|aw Lutheran F1aa8. Inc. Affordable Housing Grant Agreement Page C-4