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HomeMy WebLinkAboutCity of Ukiah Housing Trust Fund 2022-11-09 OOU No. �2-d-3 AGREEMENT FOR PROGRAM ADMINISTRATION SERVICES This Agreement, made and entered into this 9th day of November, 2022 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and the CITY OF UKIAH HOUSING TRUST FUND hereinafter referred to as "Housing Trust Fund". RECITALS This Agreement is predicated on the following facts: a. City requires program administration services related to the City's Permanent Local Housing Allocation Program, which is funded by annual formula component grants from the State of California Department of Housing and Community Development. b. Housing Trust Fund represents that it has the qualifications, skills, and experience to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Housing Trust Fund agree upon the Scope-of-Work attached hereto as Attachment "A". TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment"A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment"A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Housing Trust Fund. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Housing Trust Fund shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City. Housing Trust Fund shall complete the work to the City's reasonable satisfaction, even if contract disputes arise. 4.0 ASSURANCES OF CONSULTANT 4.1 Conflict of Interest. Housing Trust Fund understands that its professional responsibility is solely to City. Housing Trust Fund has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Housing Trust Fund shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Housing Trust Fund has a disclosure obligation under the City's local conflict of interest code, the Housing Trust Fund shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. Program Administration Smicm Agreement 2022 PAGE 5.0 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Housing Trust Fund agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Housing Trust Fund in the performance of services under this contract by Housing Trust Fund, 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, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "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 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 City or Housing Trust Fund, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Housing Trust Fund by City and all documents or reports and supportive data prepared by Housing Trust Fund under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Housing Trust Fund's services at no additional cost to City. 7.2 Governing Law. Housing Trust Fund shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assi,ncl ment. Housing Trust Fund's services are considered unique and personal. Housing Trust Fund shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. Program AdMniswanon$ekes Agreemmt 2022 PAGE 7.8 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH CITY OF UKIAH HOUSING TRUST FUND COMMUNITY DEVELOPMENT DEPT COMMUNITY DEVELOPMENT DEPT 300 SEMINARY AVENUE 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 UKIAH, CALIFORNIA 95482-5400 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CITY OF UKIAH HOUSING TRUST FUND BY: 11 - ��- Z2 Date PRINT NAME: g Schlatter CITY OF UKIAH BY: Date CITY MANAGER ATTEST 66�,c ka-6,. 1 Lle J;2Z CITY CLERK Date Program Administration Smices Agreememt 2022 PAGE 3 ATTACHMENT A SCOPE OF WORK CITY OF UKIAH PERMANENT LOCAL HOUSING ALLOCATION PROGRAM NON-ENTITLEMENT LOCAL GOVERNMENT FORMUAL COMPONENT The City of Ukiah Housing Trust Fund ("Housing Trust Fund") agrees to manage all funds received by the City of Ukiah ("City)from the State of California Department of Housing and Community Development Permanent Local Housing Allocation Program (PLHAP),starting with the City's Calendar Year 2019 PLHAP Allocation for Non-Entitlement Local Government.The Housing Trust Fund agrees to follow all program guidelines, rules, and regulations as described in the 2019 Permanent Local Housing Allocation Final Guidelines and the 2022 Notice of Funding Availability(NOFA).The Housing Trust Fund also agrees to manage the City's future PLHAP allocations and comply with rules, requirements, and regulations as described in future iterations of the PLHAP Guidelines and future PLHAP NOFAs.