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HomeMy WebLinkAboutCommunity Development Commision of the County of Mendocino 4/27/09AGREEMENT FOR ADMINISTRATIVE SERVICES This Agreement for Administrative Services (the "Agreement") is entered on Y I .L 7 0 1 , 2009 ("Effective Date") in Ukiah, California, between the City of Ukiah general law municipal corporation and the Ukiah Redevelopment Agency, a California redevelopment agency ("Agency") (the City and Agency shall be collectively, (referred to herein as "Ukiah"), and the Community Development Commission of Mendocino County ("CDC"), a public body corporate and politic. The City and the CDC may be referred to in this Agreement individually as "Party," and collectively as "the Parties. RECITALS 1. Ukiah periodically authorizes and approves applications for grants to or has access to other funds that improve or increase housing available in the City at affordable cost to low and moderate income families ("Housing Grants"). Such Housing Grants include, but are not limited to, Community Development Block Grants ("CDBG") and HOME affordable housing grants, both of which are federal funds distributed through the California Department of Housing and Community Development ("HCD") and California's CalHome distributed by HCD. 2. CDC has experience administering numerous local, federal and state low income housing programs and grants. 3. The City and CDC desire that CDC assist in applying for, obtaining, and/or in administering Housing Grants awarded to or obtained by Ukiah, until Ukiah has sufficient staff to perform these tasks itself. 4. CDC is authorized by law to provide services to the Ukiah pursuant to this Agreement. 5. This Agreement sets forth the roles and responsibilities of the Ukiah and the CDC in connection with the Housing Grants. AGREEMENT 1. Contract Management and Grant Implementation. When included in Addendum 2 to this Agreement, CDC shall manage Housing Grants contracts executed between the City and/or Agency and a funding source, including HCD, as more particularly set forth in this Agreement. A. The CDC shall perform "Contract Management" and "Grant Implementation" tasks in a reasonable manner, as set forth below: 1. Contract Management: a. Performing the day to day administrative tasks necessary to assist the Ukiah in its efforts to obtain Housing Grants and in its obligation to implement and comply with the Housing Grant requirements. b. Performing comprehensive initial general housing program planning that is or may be funded by Housing Grants, including policy and budget and timing analysis and participation in informational meetings with prospective program participants (e.g. developers, homeowners, etc.), loan applicants, and public official representatives. Tracking and managing all budgetary-related aspects of a particular program which is funded by a Housing Grant. d. Developing guidelines necessary to carry out programs funded by a Housing Grant. Communicating with entities that fund the Housing Grants, as necessary or required. f. Creating public notices and coordinating or conducting publicly held meetings, if necessary to obtain approval of a particular Housing Grant or to implement the programs funded or to be funded by the Housing Grants. g. Setting up of any cash depositories for funds received from the City and/or Agency in connection with the implementation of this Agreement or one or more Housing Grants. h. Preparing and retaining financial and performance reports (but excluding audits) and records, as may be required in connection with the implementation of the Housing Grants. i. Setting up and closing out open contracts and grants for those programs funded by Housing Grants. Assisting in creating and implementing program revisions or amendments to Housing Grants that may be required by state or federal law. k. Working to ensure that each program funded with a Housing Grant follows applicable procurement requirements. Preparing documents necessary to draw down funds in accordance with Housing Grant agreements and applicable statutes, regulations and published notices in. Completing forms and preparing letter, reports and other documents required by Housing Grant agreements and applicable statutes, regulations and published notices. n. Submitting a copy of the CDC's Annual Audit Report to the Auditor of the City o. Monitoring programs funded with Housing Grants for the term of this contract (or for such shorter period of time required by the Housing Grant). 2. Grant Implementation. 2 a. Monitoring labor standards compliance for each program funded with Housing Grants. b. Performing program planning and design and other related program implementation steps to implement programs funded with Housing Grant in accordance with such contracts and with application laws, rules and regulations. Communicating with Housing Grant funders on matters related to implementation of funded programs. d. If applicable to the particular program, performing construction management and project management in order to implement those programs funded with Housing Grants. e. Organizing and coordinating or conducting public meetings needed to implement those programs funded with Housing Grants. f. Marketing programs funded with Housing Grants to potential program participants, as needed. g. Preparing or coordinating the preparation of required of National Environmental Policy Act (NEPA) environmental reviews required in connection with the Housing Grants, if such Housing Grants consist of federal funds. h. Assisting with updating of Program Income Reuse Plan for any program income generated from a Housing Grant, if appropriate and applicable. 3. The CDC shall not perform any of the activities listed under Section 1.13 of this Agreement. B. Ukiah shall perform the following Contract Management and Grant Implementation tasks in a reasonable manner: 1. Contract Management Tasks: a. Setting up any cash depositories necessary to retain money provided from the funder of a Housing Grant. b. Preparing and otherwise complying with audit requirements set forth in the Housing Grants. C. Preparing any Ukiah records and holding any Ukiah meetings which may be required under the Housing Grants. d. Performing any Ukiah financial management tasks which may be required under the Housing Grants. e. Performing any financial reporting which may be required under the Housing Grants. 2. Grant Implementation Tasks: a. Ukiah may incorporate financial reports and data prepared by the CDC pursuant to Section 1A into the audits Ukiah prepares pursuant to Section 1B(1). b. Ukiah shall monitor the progress of each program funded with a Housing Grant for conformity with the applicable grant agreement. C. In performing their Contract Management and Grant Implementation obligations, the Parties will comply with applicable laws, rules and regulations, including, but not limited to, Housing Grant agreements, funding notice availability notices, and applicable federal and state statutes and regulations. In connection with any monitoring activities performed by the CDC of a program participant (e.g. a developer and homeowner), the CDC shall have no enforcement obligations, but agrees to promptly notify the City, if the Housing Grant is a City program, or the Agency, if the Housing Grant is an Agency program, in the event the CDC's monitoring activities show that a program participant is violating a program requirement. D. The Parties acknowledge that CDC is not a party to any Housing Grants agreements between the City and/or Agency and the funding source. The funding source may have contractual remedies against Ukiah for any violation of Housing Grant requirements, but not against CDC; provided, however, that Ukiah shall have legal and equitable remedies against CDC for any breach of this Agreement by CDC. E. Except where prohibited by a grant agreement or applicable statutes or regulations, CDC and its officers, employees and agents may be a developer or owner of a property or housing unit assisted with any Housing Grant funds administered by CDC pursuant t o this Agreement, provided that CDC provides prior written notice of it intent to use the Housing Grant for such purposes to the City. In the event that CDC notifies the City pursuant to this Section 1(E), the City may require reasonable additional City oversight of such Housing Grants and such additional oversight may include a modification of the CDC and City roles related to such Housing Grants and set forth in this Section 1 and 2. 2. City's Review of CDC Performance; Additional Housing Grants. The performance of Contract Management and Grant Implementation Tasks by the Parties is subject to the following: A. During the term of this Agreement, Ukiah shall have the right to monitor CDC compliance with this Agreement. To assist Ukiah in monitoring CDC compliance, the CDC representative and Ukiah representative shall meet in person or by phone as reasonably requested by either party. In addition, upon reasonable notice to the CDC Ukiah shall have the right to inspect and copy (at Ukiah's expense) the CDC's books and records at the offices of the CDC related to those programs funded with Housing Grants and which are included in the Addendum to this Agreement. 4 B. The CDC and Ukiah shall perform Contract Management and Grant Implementation tasks for each Housing Grant listed on the attached Addendum 2. In the event that the Parties desire to add additional Housing Grants to Addendum 2, the CDC Executive Director and the City Manager shall agree in writing to such additional Housing Grant. Upon written agreement between the CDC Executive Director and the City Manager, such work shall then be deemed to be included in Addendum 2. The Parties shall attach a written agreement evidencing the additional Housing Grant(s) to the end of Addendum 2. 3. Monitoring and compliance reports for Grants which have been implemented. In addition to those Housing Grants listed in Addendum 2, CDC shall engage in reasonable monitoring activities to monitor compliance of the following programs that are already funded with Housing Grant and listed in Addendum 3. CDC shall also prepare such reports (excluding audits) which may be required in connection with those Housing Grants listed in Addendum 3. In the event that the Parties desire to add additional Housing Grants to Addendum 3, the CDC Executive Director and the City Manager shall agree in writing to such additional Housing Grant. Upon written agreement between the CDC Executive Director and the City Manager, such work shall then be deemed to be included in Addendum 3. The Parties shall attach a written agreement evidencing the additional Housing Grant(s) to the end of Addendum 3. In connection with any monitoring activities performed by the CDC of a program participant (e.g. a developer and homeowner), the CDC shall have no enforcement obligations, but agrees to promptly notify the City, in the event the Housing Grant is a City program, or the Agency, in the event the Housing Grant is an Agency program, in the event the CDC's monitoring activities show that a program participant is violating a program requirement. 4. Additional Responsibilities. Any program income from Housing Grant funded programs shall be tracked and administered by the CDC in accordance with the Program Income Reuse Plan (which shall be approved by the Housing Grant funder, if required by the Housing Grant or applicable regulations) for the applicable program. 5. Personnel. Personnel used in the implementation of the program shall be the employees of the CDC and under the supervision of the Executive Director. The key contact person involved in the implementation and administration of Housing Grant funded programs for the CDC will be Craig Schlatter, Community Development Manager. The key contact persons for City will be Sage Sangiacomo, Director of General/Community Services and Cathleen Moller, Economic Development Manager. 6. Use of Property, Equipment and Utilities A. The CDC shall provide the following property, equipment and utilities for the use of the CDC for the purpose of implementing the Housing Grants: offices and supporting equipment. B. The following shall have charge of, handle, or access to the property or equipment set forth subparagraph 6.A, above: Executive Director, Community Development Manager, Fiscal Manager, Community Development Assistant, and Rehabilitation Specialist of the CDC. 7. Term. The term of this Agreement shall commence on the Effective Date, and shall remain in effect for a period of one (1) year, unless earlier terminated pursuant to Section 11. If after one year the Parties agree in writing, the Agreement can be extended for a period of up to four (4) years. 8. Payment. A. Contract Management and Grant Implementation services. For each Housing Grant listed in Addenda 2 and 3, the CDC will bill for the work it performs in connection with such Housing Grant on an hourly basis in accordance with the billing rates attached hereto as Addendum 1. The fees paid to the CDC for Contract Management and Grant Implementation shall not to exceed the amount of funds available under the terms of the Housing Grant for those activities, as set forth in the approved budget for the Housing Grant. Prior to commencing work, CDC shall notify Ukiah, if CDC does not believe the budgeted funds are sufficient to cover CDC's fee for performing the work. Ukiah shall have the option of providing the work by other means, if it does not want to incur the added cost projected by CDC. Ukiah shall have no obligation to use other City funds to compensate CDC for its performance under paragraph 1 of this Agreement, Ukiah shall pay CDC based on periodic invoices submitted by the CDC for the time worked by the CDC. The invoices submitted by the CDC shall set forth the tasks performed, the time expended in performing each task, and the allowable expenses incurred. Invoices shall be submitted not more frequently than every two months. In the event the CDC's work under this Agreement is about to exceed or exceeds the amount of funds available under the applicable Housing Grant, the CDC shall work with the City to find alternative means of covering CDC costs or modifying the program before stopping work. CDC shall not be obligated to perform work without being paid for its services in accordance with Addendum 1. B. Monitoring and report preparation for completed grants pursuant to paragraph 3, above. In addition, Ukiah will pay the CDC for monitoring and report preparation services pursuant to paragraph 3, above. Please see Addendum 1 for a listing of CDC reimbursement rates. 9. Disposition of Acquired Property or Assets. All property, real or personal, acquired during the administration of this program shall be disposed of in accordance with the provisions of state and federal law. Any surplus funds contributed to the program by the parties to this agreement and remaining on hand after the completion to the program shall be returned in proportion to the contributions made. 6 10. Records Retention. CDC shall retain any records prepared in with a Housing Grant for a period of five (5) years following the termination of the Applicable Housing Grant agreement and shall make those records available during normal business hours to Ukiah or its funding source for inspection and copying. Upon termination of this Agreement, the CDC shall return any retained records to the City and shall not have any additional obligation to maintain any records related to this Agreement or a Housing Grant. 11. Integration. This Agreement sets forth the entire agreement between the Parties concerning its subject matter and supersedes and replaces any previous statements, agreements, representations or understandings. Any amendments or modifications to this Agreement must be mutually agreed upon by the Parties and may not materially affect the State's responsibilities for administering any grant Program funded by the State. 12. Suspension or Termination. Either party may terminate this Agreement at any time by giving written notice to the other party of such termination, and specifying the effective date thereof, which shall be not less than 30 days before the effective date of such termination. Partial termination of the Scope of Service in paragraphs 1 and 3, above, may be undertaken only with the prior approval of Ukiah and CDC. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the CDC under this Agreement shall, at the option of Ukiah, become the property of the City. CDC shall be paid all amounts owed to the CDC under this contract or prior to termination of this Agreement;, provided, however, that if the agreement is terminated due to a material breach arising from a grossly negligent or willful misconduct act by the CDC, Ukiah shall have the right to set off against any amounts owed to CDC the damages caused by that breach.. 13. Indemnification, Insurance, and Bonds. The CDC agrees to indemnify Ukiah for any claim, cost or liability for personal injury, including wrongful death, or property damage that arises out of, or pertains to, or relates to the performance of services under this contract by the CDC to the extent caused by CDC's negligent or willfully wronful acts, errors,or omissions, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence or willful misconduct of Ukiah, or arising from the active negligence of Ukiah. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgement arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to the fees of attorney's,investigators, consultants, experts and expert witnesses, and litigation expenses. Reference in this paragraph to Ukiah or the CDC, include their officers, employees, or agents. Ukiah agrees to indemnify CDC for any claim, cost or liability for personal injury, including wrongful death, or property damage that arises out of the performance of Ukiah's obligations under this Agreement to the extent caused by the sole negligence or willful misconduct of Ukiah, or arising from the active negligence of Ukiah "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs 7 associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to Ukiah or the CDC, include their officers, employees, or agents. 14. Miscellaneous. A. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. B. Action by the CDC. Whenever any approval, notice, direction, consent, request, extension of time, waiver of condition, termination, or other action by the CDC is required or permitted under this Agreement, such action may be given, made, or taken by the Executive Director without further approval by the CDC's governing body; provided that such approval, notice, direction, consent, request, extension is non- material. C. Notices, Demands and Communications. Formal notices, demands, and communications between the CDC and Ukiah shall be sufficiently given if and shall not be deemed given unless dispatched by certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, with a delivery receipt, or delivered personally, with a delivery receipt, or delivered by fax with a return receipt, to the principal office of the CDC and Ukiah as follows: CDC: Community Development Commissio of Mendocino County 1076 N. State Street Ukiah, CA 95482 Attn: Executive Director Fax: 707 463-4188 Ukiah: City of Ukiah Ukiah Civic Center 300 Seminary Avenue Ukiah, CA 95482 Attn: City Manager/Executive Director Fax: 707-462-6204 Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt for delivery as the date of delivery, the date delivery was refused, or the date the item was returned as undeliverable. D. Applicable Law. This Agreement will be governed by California law. Any action or proceeding to enforce or interpret the provisions of this Agreement shall be filed in a 8 court of competent jurisdiction in Mendocino County, the Parties consenting to the venue of such courts. E. Parties Bound. Except as otherwise limited in this Agreement, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors and assigns. F. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. G. Counterparts. This Agreement may be executed in counterparts or duplicate originals, each such counterpart or duplicate original containing the original signature of the Party or Parties. Each such counterpart or duplicate original shall be admissible in any administrative or judicial proceedings as proof of the content of this Agreement. IN WITNESS WHEREOF, the Parties have entered this Agreement on the Effective Date. COMM ITY EVELOPMENT Comm 10~ B Chr stopher Warner-Carey, Chairperson Board of Commissioners, Community Development Commission of Mendocino County CITY OF UKIAH By: -~-v - Jane/ ambers, City Manager ATTEST: Todd Crabtree Executive Director UKIAH REDEVELOPMENT AGENCY By: ~ e Chambers, Executive Director ATTEST: c. City- 'erk (LmdrBrown,'~ City of Ukiah APPROVED AS TO FORM: David 'J. R ort, City Attor ey 9 ADDENDUM I CDC STAFF REIMBURSEMENT RATES October 2008 Hourly Rate Schedule Community Development Manager $60.00 per hour Community Development Assistant $50.00 per hour Housing Rehabilitation Specialist (projected) $50.00 per hour Rates are subject to change with 30-day written notice provided by CDC to City of Ukiah. CDC considers photocopying, first class and FedEx postage, telephone, facsimile and cellular communication charges as a normal part of doing business. These charges are included in the stated hourly rates. Addendum 1-1 ADDENDUM 2 (List of Grants Covered by Agreement) 08-HOME-4688 Future HOME Grants Future CDBG Housing Grants Future CalHome Grants Addendum 1-2 ADDENDUM NO 3 00-HOME-0452 Summer Creek Village Addendum 3-1