HomeMy WebLinkAboutCOMMUNITY HOUSINGWORKS; 2010-10-05;AGREEMENT FOR ADMINSTERING AND PROVIDING SUPPORT SERVICES
WITH COMMUNITY HOUSINGWORKS
THIS AGREEMENT is made and entered into as of the S^ day of October
by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and
Community HousingWorks, a 501(c)(3) non-profit organization, ("Contractor").
RECITALS
A. City requires the professional services of an organization that is experienced
in managing down payment and closing cost assistance loan programs.
B. Contractor has the necessary experience in providing professional services
and advice related to homebuyer education and counseling to lower income, first-time
homebuyers through a Full-Cycle Lending System, in order to build families financial
independence and strengthen neighborhoods.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its willingness
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one year from the date first
above written. The City Manager may amend the Agreement to extend it for two
additional one year periods or parts thereof in an amount not to exceed twenty-five
thousand dollars ($25,000) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be twenty-five thousand dollars ($25,000). No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
The City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work and/or Services specified in Exhibit "A". Fee schedule listed in
Exhibit "B".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
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Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers' Compensation will
not be required if Contractor has no employees and provides, to City's satisfaction, a
declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on General Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City
sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Contractor is responsible for any payments made by City
to obtain or maintain insurance and City may collect these payments from Contractor or
deduct the amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and
activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
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representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name Debbie Fountain Name Dee Sodano
Title Housing & Neighborhood Services jjt|e Assistant Vice President nf
Director Director of Lending
DePartment Housing & Neighborhood Community HousinqWorks
Services A ,,Address 4305 University Avenue, Ste 550
City of Carlsbad „ _ ^A nn_nr.1 San Diego CA 92105
Address 2965 Roosevelt Street, Ste. B
Carlsbad, CA 92010
Phone NO. 760-434-2815 ?^ N°" 619-282.6647x5694
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
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Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file with
the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect
the performance of the Services by Contractor. Contractor will at all times observe and
comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of
1986 and will comply with those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors and consultants that the
services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure
will be used to resolve any questions of fact or interpretation not otherwise settled by
agreement between the parties. Representatives of Contractor or City will reduce such
questions, and their respective views, to writing. A copy of such documented dispute will
be forwarded to both parties involved along with recommended methods of resolution,
which would be of benefit to both parties. The representative receiving the letter will reply
to the letter along with a recommended method of resolution within ten (10) business days.
If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the
disputes will be forwarded to the City Manager. The City Manager will consider the facts
and solutions recommended by each party and may then opt to direct a solution to the
problem. In such cases, the action of the City Manager will be binding upon the parties
involved, although nothing in this procedure will prohibit the parties from seeking remedies
available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City
may terminate this Agreement for nonperformance by notifying Contractor by certified mail
of the termination. If City decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, City may terminate this Agreement upon written notice to
Contractor. Upon notification of termination, Contractor has five (5) business days to
deliver any documents owned by City and all work in progress to City address contained in
this Agreement. City will make a determination of fact based upon the work product
delivered to City and of the percentage of work that Contractor has performed which is
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usable and of worth to City in having the Agreement completed. Based upon that finding
City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate
this Agreement. In this event and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will
be paid for work performed to the termination date; however, the total will not exceed the
lump sum fee payable under this Agreement. City will make the final determination as to
the portions of tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person,
other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or
any other consideration contingent upon, or resulting from, the award or making of this
Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of the fee, commission, percentage,
brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City
must be asserted as part of the Agreement process as set forth in this Agreement and not
in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a
false claim is submitted to City, it may be considered fraud and Contractor may be subject
to criminal prosecution. Contractor acknowledges that California Government Code
sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information or
in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on
any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a
right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other
county.
24. SUCCESSORS AND ASSIGNS
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It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by
it, along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In
case of conflict, the terms of the Agreement supersede the purchase order. Neither this
Agreement nor any of its provisions may be amended, modified, waived or discharged
except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
CorptSraTtoPLof the State of California
v:
VJX>City Manager or Mayor
(print name/title)
ATTEST:
LORRAINE M. WOOD
City Clerk
(e-Tnail address)
If required by City, proper notarial acknowledgment of execution by contractor must be"
attached. If a Corporation, Agreement must be signed by one corporate officer from
each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
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EXHIBIT "A"
SCOPE OF SERVICES
1. Contractor will administer the City's homeownership loan program according to
the program guidelines specified by the City. The program will include taking
applications, underwriting, loan document preparation, and loan closing.
2. Contractor will give one-on-one in person client intake and applications for the
down-payment assistance, while leveraging the City's funds by pre-qualifying the
client for any and all other assistance possible.
3. Contractor will provide neighborhood outreach via flyers and brochures in
various locations of high civic traffic in the City of Carlsbad on a quarterly basis in
addition to County-wide marketing materials, event participation, and orientation
seminars. Specific reports addressing Carlsbad will be provided by the
Contractor on a quarterly basis.
4. Contractor will provide down payment and closing cost assistance loans as
well as homebuyer education and counseling to low and moderate income
persons through a Full-Cycle Lending system. Full-Cycle Lending promotes
homebuyer education, property rehabilitation services, and post-purchase
counseling. This system supports homebuyers before, during, and after home
purchase, ensuring long-term success in homeownership and creating a positive
overall impact on neighborhoods. _,
5. Contractor will educate homebuyers/through various seminars. The
contractor's staff is certified by •Freddie-Mae to teach its curriculum established by
the National Reinvestment Coalition. These curricula are eight to ten hour
courses developed to help consumers obtain the knowledge and skills necessary
to effectively manage their money and to make positive credit choices.
6. Contractor will introduce homebuyers to other opportunity programs to help
subsidize their down payment. Supplemental programs include: Cost Assistance
Support for Homebuyers, Homeownership Opportunity Program, CalHome, CHW
stNon-Profit 1 Mortgage Originations, and many more.
7. Contractor will service the loans made on behalf of the City through this
program according to the standard loan servicing policies and procedures which
include: month/annual statements to borrowers, annual tax statements for
interest paid, investor reporting, and recording via Loan Base loan servicing
software platform. Contractor loan servicing also
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includes annual monitoring and reporting for owner occupancy, as well as pay-
offs, subordinations, safe-deposit original documents and annual public/investor
audits.
8. Contractor shall provide the following reports:
• Quarterly Production and Activity Reports
- General Outreach (including locations)
- Homebuyer Education Graduates
- Pre-Purchase Counseled Clientele
- Post-Purchase Counseled Clientele
- City of Carlsbad First Time Homebuyer HOME Funds Pipeline
Report
- Special Foreclosure Prevention Program Updates
• Annual or Quarterly Loan Servicing Report for City of Carlsbad Portfolio
• Billing sent quarterly along with reporting and backup
9. Contractor retains the ability to give expert advice to clients. Community
HousingWorks has staff who are bilingual therefore no population will be at a
disadvantage.
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EXIBIT "B"
FEE SCHEDULE
DOWN PAYMENTAND CLOSING COST ASSISTANCE PROGRAM
$1,350.00 Fee per closed loan to the Down Payment and Closing Cost
Assistance Program, to Contractor for all outreach,
counseling, education, lending services associated with that
loan and client, and setup of loan for servicing.
$12,000.00 Annual Services Fee for Servicing of City of Carlsbad Deferred
Loans, Post Purchase Counseling. Education, Counseling,
and Quarterly Outreach Materials distributed throughout the
City (transactional fees paid by borrower apply to servicing
for pay-offs and subordinations).
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