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1998-143-Execute An Agreement With The Housing Authority Of The Santa Clara County For Below Market Price Housing Program ServicesRESOLUTION 1998 - 143 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH THE HOUSING AUTHORITY OF THE SANTA CLARA COUNTY FOR BELOW MARKET PRICE HOUSING PROGRAM SERVICES THE TOWN COUNCIL OF THE TOWN OF LOS GATOS RESOLVES AS FOLLOWS: WHEREAS, Town Code Section 29.10.3005 established the Below Market Price Housing Program; and, WHEREAS, The Town's Below Market Price Housing Program is a primary component of the Town's affordable housing strategy; and, WHEREAS, the Town desires to continue Below Market Price Housing Program services within the Town of Los Gatos; and, WHEREAS, the Town of Los Gatos solicited competitive bids from qualified agencies providing below market price program services; and, WHEREAS, The Housing Authority of the Santa Clara County is fully qualified to provide Below Market Price services to the Town of Los Gatos; and, WHEREAS, the Town finds the Housing Authority of the Santa Clara County proposal best meets Town's needs. NOW THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does hereby authorize the Town Manager to execute an agreement with the Housing Authority of the Santa Clara County for Below Market Price Program Services, (attached as exhibit A) and further authorizes the Town Manager to execute Agreement Amendments extending the term as long as they conform to the Council adopted budget. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 8th day of September, 1998, by the following vote: COUNCIL MEMBERS: AYES: Joanne Benjamin, Steven Blanton, Jan Hutchins, Mayor Linda Lubeck. NAYES: None ABSENT: Randy Attaway ABSTAIN: None - C SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LO A S LOS GATOS, CALIFORNIA txhibit A AGREEMENT FOR BELOW MARKET PRICE PROGRAM SERVICES THIS AGREEMENT is entered into this day of , 1998, by and between the Town of Los Gatos, State of California, herein called the "Town", and the Housing Authority of the County of Santa Clara, engaged in providing Below Market Price Housing Program services herein called the "Contractor ". RECITALS A. The Town desires to engage Contractor to provide services in conjunction with the below market price program services, because of Contractor's experience and qualifications to perform the desired work. B. The Contractor represents and affi . rms that it is qualified and willing to perform the desired work pursuant to this Agreement AGREE MENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Scope of Services The Contractor shall provide general administrative activities: a. Contractor will advertise the program, as needed, to solicit buyers for the waiting list. b• Contractor will maintain a list of local lenders to identify those interested in working with the program to process over - the - counter loans. c• Contractor will maintain a waiting list of buyers. d• Contractor will send a BMP program summary and application to prospective buyers. e. Contractor will maintain the procedures and, as required, modify them from time to time to insure effective operation of the BMP program. f. Contractor will develop a report form in conjunction with the Town representative and submit semi - annual activity reports. Revised: September 1, 1998 _ csd46a: \comract\scchous.con _ _ Page 1 of 7 The Contractor will facilitate housing unit sales: a. Town will notify Contractor of BMP units available for sale, including location, size, sales price for each unit, amenities, and targeted income group. b. Upon request, Contractor will supply the Town with current mortgage interest, points, and PMI necessary to set sales prices of new units. c. Contractor will prepare sales schedule for Town approval. Contractor will then send notice of unit availability, sales price, location, and unit size to everyone on waiting list with deadline for expression of interest. d. Interested buyers will be sent/given an application and a flyer describing the units, sales prices, amenities, deed restrictions, and selection procedures. e. Upon receipt of applications, Contractor will ensure that each application is complete, verify eligibility and assign points. Contractor will rank the applications according to criteria in the Town's current resolution. f Contractor will submit the data on each eligible applicant to the Town for approval. g. Contractor will be available to applicants to answer questions regarding deed restrictions, and will help facilitate escrow closing. Contractor will also facilitate recordation of Deed Restrictions with Title Company prior to close of escrow. h. Contractor will manage, for each sale, one "open house" for prospective buyers to inspect the subject property. The Contractor will provide services related to the rental housing component: a. Contractor will provide property owner /manager of projects identified by Town with most current income guidelines upon issuance by HUD each year. b. Contractor will monitor BMP units annually in October to ensure compliance with the maintenance of affordable rent levels. C. Contractor will advise owner /manager regarding their compliance with Program. d. Contractor will verify the eligibility of prospective tenants qualified by the property manager. Revised: September 1, 1998 - - - csd46a: \contract \scchous.con -- __ Page 2 of 7 -- e. Contractor will, through information provided by the property manager, verify tenant incomes on an annual basis. 2. Time of Performance The services of the Contractor are to commence October 1, 1998, and continue to June 30, 1999. The contract may be extended for one year through June 30, 2000, and for another year through June 30, 2001, upon mutual agreement of the parties as evidenced by an amendment approved in the same manner as this Agreement. 3. Compliance__ with Laws, The Contractor shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Contractor represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice. Contractor represents and warrants to Town that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Contractor to provide the services required by this Agreement. Contractor shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 4. Sole Responsibility. Contractor shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 5. Inform__ ation /Report Handlim All documents furnished to Contractor by the Town and all reports and supportive data prepared by the Contractor under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Contractor's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Contractor shall not make any of the these documents or information available to any individual or organization not employed by the Contractor or the Town without the written consent of the Town before such release. The Town recognizes and acknowledges that Contractor is a public entity subject to the Public Records Act. Contractor agrees to promptly provide any request for public records relevant to its performance outlined herein to Town for response thereto. 6. Con pensation. Compensation for Contractor's professional services shall not exceed $9,315 as reflected in Exhibit A; and payment shall be based upon Town approval in accordance with Exhibit B. 7. Availability of Records. Contractor shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Contractor shall make these records available to authorized personnel of the Town at the Contractor's offices during business hours upon written request of the Town. 8. Project Ma gage. The Project Manager for the Contractor for the work under this Agreement shall be Richard Warren, Property Management Director. Revised: September 1, 1998 0sd46a: \commcdscchtms.con - Page 3 of 7 9. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Contractor. No portion of these services shall be assigned or subcontracted without the prior written consent of the Town. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Regina A. Falkner Community Services Director Town of Los Gatos 110 East Main Street Los Gatos, CA 95030 To Contractor: Richard Warren Property Management Director Housing Authority of Santa Clara County 505 W. Julian Street San Jose, CA 95110 or personally delivered to Contractor to such address or such other address as Contractor designates in writing to Town. 11. Independent Contractor. It is understood that the Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Contractor may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Contractor agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. 12. Conflict of Interest. Contractor understands that its professional responsibilities is solely to the Town. The Contractor has and shall not obtain any holding or interest within the Town of Los Gatos without written consent of the Town. Contractor has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Contractor warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Contractor shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Contractor discovers it has employed a person with a direct or indirect interest that would - Revised: September 1, 1998 _ csd46a: \connect \scchous.con Page 4 of 7 __ conflict with its performance of this Agreement, Contractor shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 13. Equal Employment_ Opportuni . Contractor warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Contractor nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 14. Insurance a. Minimum Scope of Insurance: i. Contractor agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his /her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Contractor agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his /her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. Contractor shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Contractor agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Contractor agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Contractor for professional errors or omissions in the performance of the particular scope of work under this agreement b. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of Contractor, premises owned or used by the Contractor. This requirement does not apply to the professional liability insurance required for professional errors and omissions. Revised: September 1, 1998 csd46a : \contract\scchous.con Page 5 of 7_ ii. The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self - insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested; has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this Agreement with the Town Clerk. Town agrees that Contractor coverage through self- insurance pool CHRMA, shall be acceptable d. In addition to these policies, Contractor shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Contractor shall ensure that all subcontractors employed by Contractor provide the required Workers' Compensation insurance for their respective employees. 16. Indemnification. The Contractor shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Contractor, or any of the Contractor's officers, employees, or agents or any subcontractor. 17. Waiver. No failure on the part of either parry to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 18. MediatiOn/Arbitration. If a dispute arises from or relates to this contract or the breach thereof and the dispute cannot be settled through direct discussions, the parties agree, prior to filing any legal action, to settle the dispute in an amicable manner by mediation. The Revised: September 1, 1998 csd46a: \comracdscchous.cmt - Page 6 of 7 mediator shall be chosen by mutual agreement of the parties. Thereafter, any unresolved claim or controversy arising from or related to this contract or breach thereof shall be settled by binding arbitration, and judgment on the award rendered by the arbitrators may be entered in Superior or Municipal Court of the County of Santa Clara, whichever court has jurisdiction thereof. The arbitrator shall be selected by mutual agreement of the parties. The costs of the mediation and /or arbitration shall be shared equally between the parties. 19. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 20. Termination of Agreement. The Town and the Contractor shall have the right to terminate this agreement with or without cause by giving not less than ninety (90) days written notice of termination. In the event of termination, the Contractor shall deliver to the Town all plans, files, documents, reports, performed to date by the Contractor. In the event of such termination, Town shall pay Contractor an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to Exhibit A and B hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 21. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Contractor. 22. Entire Agreement. This Agreement including exhibits A and B hereto, constitutes the complete and exclusive statement of the Agreement between the Town and Contractor. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the parry to be bound, shall be binding on either parry. IN WITNESS WHEREOF, the Town and Contractor have executed this Agreement as of the date indicated on page one (1). David W. Knapp, Town Manager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Revised: September 1, 1998 csd46a: \co mmct \sechc us. ctm John C. Burns, Executive Director Santa Clara County Housing Authority Approved as to Form: Orry P. Korb, Town Attorney Page 7 of 7 - xhibit A to Agreement BELOW MARKET PRICE HOUSING PROGRAM PROPOSAL SUMMARY Agency: Housing Authority of the County of Santa Clara Contact Person: Richard Warren Address: 505 West Julian St San Jose, Ca. 95110 Phone: 408-993-3081 Fax: 408- 971 -8374 Fee for Services: October 1, 1998 through June 30, 1999 Monthly Service Fee $185 x 9 Months= S1,665.00 (1) Single Unit Sales Fee (a) Fee To Determine Applicant Income Eligibility S150.00(2) (b) Fee To Facilitate Escrow S350.00(2) Sale of Two or More Units Rental Unit Monitoring Fee Same as Single Unit Fee. Cost reductions will be in advertising and joint mailing. $150.00 Per Tenant x 5 = 5750.00 Fee for Services: July 1, 1999 though June 30, 2000 Monthly Service Fee 5190.00 x 12 Months= $2280.00(1) Single Unit Sales Fee (a) Fee To Determine Applicant Income Eligibility S155.00.(2) (b) Fee To Facilitate Escrow $360.00(2) Sale of Two or More Units Rental Unit Monitoring Fee 1 Same as Single Unit Fee. Cost reductions will be in advertising and joint mailing. $155.00 Per Tenant x 5 = 5775.00 Fee for Services: July 1, 2000 through June 30, 2001 Monthly Service Fee $195.00 x 12 Months = $2340.00 Single Unit Sales Fee (a) Fee To Determine Applicant Income Eligibility $160.00 (b) Fee To Facilitate Escrow $370.00 Sale of Two or More Units Rental Unit Monitoring Fee Same as Single Unit Fee. Cost reductions will be in advertising and joint mailing. $160.00 Per Tenant x 5 = S800.00 (1) Base monthly fee charged to administer the program. The fee will be paid quarterly (net 30 days) upon receipt of an approved invoice. All advertising costs and appraisal fees must be approved in advance by Town and reimbursed by the Town. Contractor will submit a reimbursement request to the Town, which will pay all documented approved expenses. (2) A fee will be charged for each BMP unit sold. `signature Title , J Date EXHIBIT B PAYMENTS TO CONTRACTOR I. GENERAL. TOWN agrees to pay CONTRACTOR for the performance of the services, work, and duties, subject to and performed in connection with the Agreement a sum of money not to exceed the amount set forth in "Exhibit A" attached to the Agreement. These payments are made on a monthly or quarterly basis pursuant to the Agreement. The statement or statements requesting payment shall be in a form approved by the Town, and the CONTRACTOR shall specify the services performed by the CONTRACTOR during the month or quarter for which payment is sought. IL TOWN REVIEW. It shall be the policy of the Town to pay promptly (net 30 days) all bills which become due and payable by the Town. Payment to the CONTRACTOR shall be made 30 days after receipt by TOWN of the monthly or quarterly invoices: The CONTRACTOR'S invoice must be mailed to the Town of Los Gatos, Accounts Payable at P.O. Box 949, Los Gatos, California 95031, and must include the Town's purchase order number. The TOWN will determine whether payment can be made under the Agreement and may rely upon the certification by CONTRACTOR that the items appearing on the statement and its supporting data are eligible items under the PROGRAM. However, no such determination shall constitute a waiver by the TOWN of its right to recover from CONTRACTOR any monies paid on items that were not eligible to payment under the PROGRAM and the Agreement. The total amount of payments made to the CONTRACTOR shall be distributed as shown in "Exhibit A" attached to the Agreement.