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2003-06-16 City Council (2)
TO:HONORABLE CITY COUNCIL 6 FROM:CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT DATE: SUBJECT: JUNE 16, 2003 CMR:314:03 AMENDMENT No. 1 TO CONTRACT No. C3146047 BETWEEN THE PALO ALTO HOUSING CORPORATION AND THE CITY OF PALO ALTO FOR FISCAL YEAR 2002-03 FOR BELOW MARKET RATE PROGRAM ADMINISTRATION IN THE AMOUNT OF $30,000 INCREASING THE TOTAL AGREEMENT AMOUNT FROM $75,000 TO $105,000; AND AGREEMENT BETWEEN THE PALO ALTO HOUSING CORPORATION AND THE CITY OF PALO ALTO FOR ADMINISTRATION AND CONSULTING SERVICES FOR THE BELOW MARKET RATE HOUSING PROGRAM IN THE AMOUNT OF $105,500 FOR EACH OF FISCAL YEARS 2003-04 AND 2004-05 RECOMMENDATION Staff recommends that the City Council: 1. Approve and authorize the Mayor to execute the attached Amendment No. 1 to Contract No. C3146047 with the Palo Alto Housing Corporation (PAHC) for Below Market Rate (BMR) housing program administration for fiscal year 2002-03 in the amount of $30,000, increasing the total agreement amount from $75,000 to $105,000. 2,Approve and authorize the Mayor to execute the attached ageement with the Palo Alto Housing Corporation for administration and consulting services for the Below Market Rate housing progam for the two year period of 2003-04 and 2004-05 in the amount of $105,500 for each fiscal year. CMR:314:03 Page ! of 5 BACKGROUND Under contract to the City, PAHC has administered the BMR housing progam since its inception in the rnid-1970s. Services provided by PAHC include administering the sales and resales of BMR owner units; monitoring occupancy of BMR rental units; providing advice and consultation to the City regarding negotiations of BMR ageements with developers; and addressing special issues related to the progam as a whole. Most of PAHC’s workload is related to the home ownership component of the BMR progarn, especially the coordination of the sales of new and existing BMR units. PAHC performs most tasks associated with the ongoing operation of the BMR home ownership and rental components of the progam. For the home ownership units, PAHC maintains, and annually updates, a waiting list of interested potential buyers. Typically, there are over 300 households on the waiting list to buy BMR units. PAHC also coordinates the sale of newly built BMR units and the resale of existing units. These activities include holding open houses; qualifying and selecting the buyers; coordinating the transaction between the buyer, seller and lender; and explaining to buyers the requirements of the deed restrictions. PAHC maintains a database on all units and keeps statistics on the number and characteristics of the households served by the progam. Periodically, PAHC conducts monitoring of the 151 owner units in the progam. Typical monitoring activities include reviewing assessor’s records to detect transfers in title or ownership and letters to owners to confirm continued residency in the unit. PAHC offers advice and referral to credit counseling services for BMR owners in financial difficulties. When a violation of the deed restrictions is discovered, PAHC undertakes initial attempts to remedy the situation. More complex enforcement matters are referred to the City Attorney for legal action. There are now 101 BMR rental units in five different projects within the progam. PAHC’s primary tasks in the BMR rental progam are training the on-site property management personnel and reviewing tenant qualifications. PAHC determines the eligibility of applicants and the recertification of existing tenants. The apartment managers prepare the certification documentation, which is then reviewed and approved by PAHC staff. PAHC also monitors each complex’s waiting list and tenant selection process. Due to the frequent turnover of apartment management staff at most of the projects, PAHC finds it necessary to devote considerable time and effort to explaining the BMR pro~am rules and procedures to new personnel. PAHC also provides advice, consulting and special administrative services for the City on issues connected with the negotiation of BMR ageements or unusual problems related to the preservation of units in the BMR progam. PAHC has had an important role during the last two years assisting the BMR owners facing substantial repair assessments. Enforcement matters and litigation continue to require time from both PAHC and City staff. CMR:314:03 Page 2 of 5 Amendment to Current (2002-03) Fiscal Year’s Aueernent: Through March. 31, 2003, PAHC billed 1,143 hours, which was a 65% increase in workload over the previous year for the same period of time. Together with direct expenses, PAHC’s total billings through the end of the third quarter exceeded the total contract amount by $4,667. Even after deducting a one-time charge in the third quarter billing for six months of liability insurance coverage, PAHC had virtually exhausted the contract funding for the year in nine months of work. The BMR ownership program work consumes the majority of PAHC’s time under this agreement. It has always been very difficult to estimate the workload in the BMR pro~am for the year ahead as the volume of resale activity fluctuates in an unpredictable manner. During 2002-03, resale activity escalated with 10 BMR units in the resale process. In the first nine months of the fiscal year, four units were sold, four sales were in contract and three other units in process. This contrasts to sales activity involving six units in the prior year. Additionally, about half the resale transactions took more time than typical due to uncooperative sellers or buyers. Another cause of increased contract costs this year was time spent by PAHC on the capital repair assessment problem and the new assessment loan program for BMR owners facing hardship from mandatory homeowner assessments. PAHC staff has acted as the primary information source for the BMR homeowners on the assessment problem. PAHC helped City staff develop the new assessment loan program that was adopted by Council in September 2002. PAHC has also conducted the pre-qualification screenings for the initial loan applicants. This year, PAHC’s director assisted City staff in BMR negotiations on several major housing projects, such as 800 High, the proposed Sunrise assisted living project on E1 Camino Real and the Bridge proposal for 901 San Antonio Road. PAHC’s director also devoted much time and effort to the negotiations on the settlement agreement concerning the Ramona Court BMR unit litigation. At the City Attorney’s direction, PAHC secured liability insurance beginning in January that provides specific coverage for its activities administering the BMR program. This coverage supplements PAHC’s general liability insurance at an additional cost of $5,400 for the six months from January through June of 2003. This cost is a reimbursable expense under the contract. The budget for the $75,000 original contract was insufficient to cover this insurance, in addition to a heavy workload on the tasks described above. The additional $30,000 in funding will be sufficient to reimburse PAHC for its direct costs including the new liability coverage and its hourly charges through June 30, 2003. There is no increase in billing rates for the FY 2002-03 contract. Aueement for BMR Administration for Fiscal Years 2003-04 and 2004-05: PAHC has proposed to provide its services for the next two years billed at the hourly rates, including benefits and overhead, shown in the attached Exhibit B, with a maximum budget of $105,500 for each fiscal year. For the PAHC staff directly involved in the BMR program, CMR:314:03 Page 3 of 5 billing rates have increased from about one percent to seven percent. The proposed funding level assumes that the BMR program workload is similar overall to the workload over the last 12 months. While some tasks should take less time, others will probably take more time. Staff believes that resale activity will remain strong, although probably not at the same rate as this last year. The assessment loan program will continue to be active, as there have been recent assessments at the Hamlett and Barron Square and those BMR owners have requested loans. PAHC will also be assisting the City in the preparation of a BMR ordinance and in the planned study of the overall program. A new service that is planned for next fiscal year is the provision of homeownership workshops tailored to the BMR program for new owners and those on the waiting list. PAHC intends to parmer with Project Sentinel to conduct several of these workshops during the next year utilizing about $2,000 of the contract budget. T Amendment of Current Year’s Ayeement: The $30,000 in additional funding recommended by staff is available within the Residential Housing In-Lieu Fund (Residential Fund) current year’s budget for contract and consultant services. Additional budget appropriations were approved during mid-year adjustment process, based on staff’s review of PAHC’s workload during the first six months of this fiscal year. A~o-reement f~r Fiscal Years 2003-04 and 2004-05: The $105,500 cost for PAHC’s services for each of the next two fiscal years is budgeted in the Residential Fund as well. PAHC’s services are billed at its staff’s hourly billing rates on a time and material basis plus direct expenses such as liability insurance, printing and mailings. If the full amount of the contract is not utilized, the remaining funds are returned to the Residential Fund. This fund had an approximate available balance of $1.8 million as of March 31, 2003. The Residential Fund is composed primarily of fees received from housing developers, in- lieu of providing BMR units, pursuant to Program H-36 of the Comprehensive Plan (the authority for the BMR program). While in-lieu fee revenue fluctuates greatly from year-to- year, on the average fee revenue has historically been sufficient to fund PAHC’s administrative services for the BMR program. Staff regularly monitors the revenue and expenditures in the Residential Fund to ensure that there will be sufficient resources to fund this contract on an ongoing basis. POIXC¥ ~IPddC~TIONS The recommendation in this staff report does not represent any change to City policies. ENVIRONM-ENTAI, REVIEW The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act. CMR:314:03 Page 4 of 5 ATTACHMENTS A. Amendment No. 1 to Contract No. C3146047 Between the City of Palo Alto and Palo Alto Housing Corporation For Below Market Rate Housing Program Administrative Services B. Agreement Between the City of Palo Alto and the Palo Alto Housing Corporation For Below Market Rate Housing Program Administrative Services (for Fiscal Years 2003- 04 and 2004-05) C.Chart Titled: Below Market Rate (BMR) Program Contract Costs, Services andAccomplishments~ PREPARED BY: ~-~-.~(~,.. Catherine Si%el, Housing, Coordirlalor \ DEPARTMENT HEAD ~,~E~t~I~,.~..EM~LIE,!~ , --~ Director of Planning and Community Environment CITY MANAGER APPROVAL.~~, ~~"~ EMILW HARRISON " Assistant City Manager cc: Palo Alto Housing Corporation CMR:314:03 Page 5 of 5 AMENDMENT NO. 1TO CONTRACT NO. C3146047 BETWEEN THE CITY OF PAL0 ALTO AND PALO ALTO HOUSING CORPORATION FOR BELOW MARKET RATE HOUSING PROGRAM ADMINISTRATIVE SERVICES This Amendment No.!to Contract~ No.C3146047 ("Contract~) is entered into , 2003, by and between the CITY OF PALO ALTO, a chartered city and municipal corporation of the State of California ("CITYH), and PALO ALTO HOUSING CORPORATION ("PAHCH), a California nonprofit corporation, located at 725 Alma Street, Pa!o Alto, CA 94301 ("CONTRACTOR"). RECITALS: WHEREAS, the Contract was entered into between the parties for the provision of a~ministrative and consulting services in connection with the CITY’S below-market rate housing program; and ~K£EREAS, the parties wish to amend the Contract in order to provide additional com_mensation to CONT~hCTOR for a higher than anticipated workload for fiscal year 2002-2003 including increased unit resales,the creation and implementation of the new assessment !oan program and the additional cost of liability insurance coverage specifically covering services under this contract; NOW, THEREFORE, terms, conditions, and parties, agree: in ’"~’"consl@era~!on or the covenants, provisions of this Amendment, the SECTION i. to read as follows: Section 4 _~:- Commensa~=on is hereby amended 4.1 In consideration of the full performance of the Services by CONTKhCTOR, C!TY will pay CONTKhCTOR a total sum not to exceed One Hund~ee and Five Thousand Dollars ($!05,000), payable within thirty (30) days of submission by CONT~hCTOR of its itemized billings. On the billing form provided by CITY, CONTP~.CTOR shall submi: a bil! by the fifth (5~h) working day of each quarter for services provided under this Contract during the preceding quarter. The bil! shall specify actual expenditures directly related 030604 sdl 0091284 ~ to this Contract in accordance with Exhibit SECTION 2.The fol!owing exhibit to the Contract is hereby amended to read as set forth in the attachment to this .’Amendment, which is incorporated in ful! by this reference: Exhibit B entitled -"Below Market Program Fiscal Year 2002 - 2003 Budget" Rate Housing SECTION 3.Except as herein modigied, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shal! remain in full force and IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this .Amendment on the date first above written. ATTEST:CITY OF PAL0 ALTO City Clerk Mayor ~mmROVED AS TO FORM_: Senior Asst. City Attorney PA~.LTO HOUSING CORPORATION Assistant City Manager Director of A6minisur=~ive Services Name : Title : Taxpayer identification No. Direc:or of Planning & Community ~ --: .... (~oms~-=:.~= with Corp. Code 313 is required if zhe en~ity on whose behalf zhis conzracz is signed is a corporation. !n ~e -~-=~--~’-= cerzified cormoraLe reso!uzion atzesting to ~he signazory auzhoritv_ of the individuals s_~:~_.~_{~-~c _.~n zheir respective capacities is At t acl~ment s : "~’__ _~ ~ ’m~OcP~Am FISCALEXHiB=_~ "B": BELOW m~2~KEm ~RATE HOUS=N~ ............ 2002 -2003 BUDGET 030604 sdl 0091284 2 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code Section 1189) STATE OF CALiFOPaNiA ) ) COUNTY OF SANTA CLA_R_A ) On __<~ks,,,)?.~_ i i~-, 2003, before me, the undersigned, a Notary Public in and ~pr said County and State, personally appeared \~~~v\0.~-\~ ~. ,~W~_\-,%j~,..C C,<%~ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) ~s~are subscribed to the wi~>~-~.=±~ instrument and acknowledged to me that he,/they executed the same in his/~_~itheir authorized capacity(is), and that by his/~/the=r signa:ure(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrumen=. ....... ~~ my hand and official sea:. Nota~ ~iC - California -~~w~ < "S~tu Ct~o Coun~gna:ure ~.~’~ . ~/ CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code Section 1189) STATE OF CALIFOrNiA CO~TY OF S?~-NTA On , 2003, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally knov~ to me .(or proved to me on the basis of sanisfactory evidence) to be the person(s) whose name(s is/are subscribed to the within instrument and acknowledged to me that he/she/they execu:ed the same in his/her!their aunhorized capacity(is), and tha~ by his/her/their signature(s} on the instrument the person(s), or the entity upon behalf of which =he person(s) acted, executed the instrument. ....~,~=:NmsS~ ~ my hand and official seal. Signanure 030604 sdl 0091284 3 EXHIBIT B BELOW MARKET RATE HOUSING PROGRAM FISCAL YEAR 2002 -2003 BUDGET P.<HC shal! provide the services described in Exhibit A - Scope of Services during the term of this contract and City shall reimburse PA/£C for the cost of said services based on actual stafi time worked at the attached hourly billing rates, plus direct costs described be!ow, up to a maximum of $105,000. The source of reimbursement to PSi@C shall be from the City’s Residential Housing In-Lieu Fund. ii.P~iC may bill City for the ~otlowing: Staff time spent on BHR activities at the hourly billing rates shows._ herein. These hourly billing rates include actual salaries, payroll taxes, benefits, workers compensa=ion insurance and overhead, as showr.~ in this Exhibit B. Direct costs as sumported by r=c={m÷s invoices etc which are reasonable and necessary to conduct the ~_,~es described~:=~’~ Exp_2m2~ A, suc~._ as: Liability insurance Premiums covering BNmR program activities, if cost is separately stated,not to exceed $15,000 Postage Advertisinc Conferences and Training Office Supplies Outside Services, Consultants including Legal Fees (except that any such services or consultant work exceeding $3,000.00 shall be authorized in advance by City) Printing/Dup!ica:ing Other necessary direct expenses _n~!uding expenses necessary to the acquisition and / or rehabiiita:ion of off-site ,,~ts ~n~ properties provided by developers under the BHR program in-lieu of on-site units 030604 sd! 0091284 4 RESOLLr~ON OF ~ BOARDS OF DIRECTORS OF THE PALO ALTO HOUSLNG CORPOtL~_TION WHEREAS; the Palo _Alto Housing Corporation (P.~-IC) has contracted with the City of Palo .Alto to administer the Below Market Rate Housing Pro~am (BMR Pro~am) since !975; and Whereas, P.~I-tC has contracted ~dth the Cib~ of Palo .Alto for Communib" Development Block Grant funds over time to pe~orm low-income housing set,rices, resident services, and properb~ rehabilitations; and V<HEREAS, PA~-IC intends to execute contracts for those proposes again for the Fiscal Year 2003-2004. NOW, THEREFORE, the Board of Directors of PAHC resolves as follows: _Amy one corporate officer, including the Executive Vice President/Executive Director in accordance with P.a~--IC Bylaws, may, without further resolution, and notwithstanding the requirements established by California Corporations Code Section 5214; execute the following contracts with the Cib’ of Palo .Alto and any other documents necessar?, and appropriate to ef~%ctuate the purposes oft he contracts: CO%=FR_~CT BE~EN THE CITY OF PAZ.O _ALTO .%N-D THE P_A_T_.O AZTO HOUSING CORPOtL~TION FOR BMR HOUSLNG PROGI~A_M AD_MLNISTtLA_T~.’~ SER\~CES AGREE!vIEN’T BETXVEEN THE CITY OF PALO .~_.TO .A_\-D PALO .A~LTO HOUSING CORPOtL~TION FOR 2003-2004 CO_k~4-U_~.~TY DEVELOPMENT BLOCK GR_A_\’T FU~’DS Helen:S. Wheeler President Palo _Alto Housing Corporation Cer~fied to be a true copy of the Resolution adopted by the Boards of Directors on June ! 1. 2003. Pau! Garrert Secretar)’ Palo Aho Housing Corporation Attachment B CONTRACT NO. BETWEEN THE CITY OF PALOALTO AIVD PALO ALTO HOUSING CORPORATION FOR BELOW MARKET RATE HOUSING PROGRAM ADMINISTRATIVE SERVICES This Contract No.is entered into 2003 by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and PALO ALTO HOUSING CORPORATION ("PAHC") ("CONTRACTOR"), a California nonprofit corporation, located at 725 Alma Street, Pa!o Alto, CA 94301 (Taxpayer identification Number 94-2262155). RECITALS: ~riEREAS, CT~v desires certain administrative and consulting services ("Services"), in connection with the City’s below market rate housing program as more fully described in Exhibit "A"; and ~qERF~AS, CITY desires to engage CONTRACTOR, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the te-~ms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION !. TE_P~M !.i This Contract will commence on July !, 2003 and shal! continue for a period not to exceed two (2) years terminating on june 30, 2005. The obligation of CONTRACTOR to perform the Services will commence in accordance with the time schedule set forth in E~ibit "A". Time is of the essence of this Contract. In the event tha: the Services are not comp_e~ea within the s~ecified time schedule on account of Contractor’s default, CITY’s City Manager wil! have the option of extending the time schedule for any meriod of time This _~ ~ ~_.m:o~,=s~on wil! not preclude the recovery of damages for delay caused by CONTPJ6CTOR. SECTION 2. CONTKhCTOR QUALIFICATIONS, STATUS, L_ND DUTIES OF 2.1 CONTKhCTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONTKhCTOR further represents and warrants that the project director and every individual charged with the 030610 sdl 0091285 performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 in reliance on the representation and warranty set forth in Section 2.1, CITY hires CONT~hCTOR to perform, and CONTRACTOR covenants and agrees that it wil! furnish or cause to be furnished, the Services set forth in the document entitled "Below Market Rate Housing Program, Fiscal Years 2003-2004 and 2004-2005, Scope of Services" in Exhibit "A". 2 3 CONT~hCTOR will assign I~,_RLENE _RENDsRGAST, its Executive Director, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. if circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director wil! be subject to the prior written approva! of the project manager. 2.3.1 Not more than forty-nine percent (49%) of the persons serving on ~he governing board of CONTPJaCTOR may be interested persons. The term "interested persons" is defined in Section 5227(a) of the California Corporations Code. 2.4 CONT~hCTOR represents and warrants that it will: 2 a q Procure all permits and ~icenses, pay all charges and fees and give all ~’_,no~!ces which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal, State of California, and !ocal laws, ordinances, regulations, orders, and decrees wb.ich may affect those engaged or emp!oyed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of ~he Services; 2.4.3 At all times observe ~nd comply with, and cause its emp!oyees and contracZors (and consultants), if any, who are assigned ~o the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to ~he project manager, {~ writing, any discrepancy or inconsistency {t discovers in the laws,, ordinances, regulations, orders, and decrees mentioned above _~n _e~_onr ~-÷~ to any_ _mians, drawings,_ specifications or provisions of this Contract. 030610 sdl 0091285 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONT~hCTOR~or its contractors, if any, without the prior written approval of the city manager. 2.6 CONTRACTOR will provide CITY with .quarterly reports. With each quarterly billing, CONTRACTOR shall submit a summary chart of statistics about sales and resales of BFLR ownership units, in a form approved by CITY, together with information about occupancy of BHR renta! units. CONTRACTOR shal! also submit a report, describing in narrative form, other activities undertaken during the report period. 2.7 if CITY requests additional copies of reports, drawings, specifications or any other material which CONTRACTOR is required to furnish in limited quantities in the perfo_rmance of the Services, CONTKhCTOR wil! provide such additiona! copies and CITY will compensate CONTraCTOR for its duplication costs. 2.8 C0NTKhCTOR wi!l be responsible for employing or engaging all persons necessary to perform the Services. Al! contractors of CONTKhCTOR will be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance. If any employee or contractor of CONTKhCTOR fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. 2.9 CONTRJ~CTOR shall provide the project manager and others specifically requested by the project manager with free and ac~:~:t~es of the programseasy access to al! facilities and ~:-~~ hereinafter described. The project manager and others specifically requested by the project manager shal! coordinate such access with CONT~hCTOR. SECTION 3. DUTIES OF CITY 3.1 CITY will furnish or cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for al! purposes under this Contract. The Advance Planning Hanager is designated as the project manager for the City Manager. The project manager will supervise the perfo_rmance, progress, and execution of the Services. 030610 sdl 0091285 3.3 if CITY observes or otherwise becomes aware of any default in the perfo_rmance of CONTP~CTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4 - COMPENSATION 4.1 in consideration of the full performance of the Services by CONTRACTOR, CITY wil! pay CONTRACTOR a tota! sum not to exceed One Hundred Five Thousand Five Hundred Dollars ($105,500.00) for the first contract year. Tota! com_mensation for the second year shall not exceed One Hundred Five Thousand Five Hundred Dollars ($105,500) plus any unused portion from the prior contract year, provided such carryover is approved by the City Counci!. al! compensation shall be subject to the provisions of section 15.11 of this Contract. All compensation shal! be payable within thirty (30) days of submission by CONTRACTOR of its itemized billings On the billing form provided by CITY, CONTRACTOR shal! submit a bil! by the fifth (tth) working day of each quarter for services provided under this Contract during the preceding quarter. The bil! shall specify actual expenditures directly related to this Contract in accordance with Exhibit SECTION 5.AUDITS 5.1 CONTP~ACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTP~ACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECT!ON 6. INDE_~T~v 6.! CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its Counci! members, officers, em.oloyees and agents from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other !oss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or em_oloyees’ negiigen~ acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONTRACTOR in the performance of or failure to perform its obligations under this Contract. SECTION 7.WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed ~o be a waiver of any other term, covenant, condition, 030610 sdl 0091285 provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subse~aent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any terms, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY wil! operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8. !NSU~CE 8.1 CONTRACTOR, at its sole cost and expense, wil! obtain and maintain, in ful! force and effect during the term of this Contract, the insurance coverage described in Ex~ibit "C", insuring not only CONTKhCTOR and its contractors, if any, but also, with the exception of workers’ com_mensation, em_m!oyer’s liability, and professiona! liability insurance, n~ming CITY as an additional insured concerning CONTP~CTOR’s performance under this Contract. 8.2 Al! insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:ViI or higher which are admitted to transact insurance business in the State of California. .<ny and all contractors of CONTRACTOR retained to perform Services under this Contract wil! obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additiona! insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by CITY, wil! be filed with CITY concurrently with the execution of this Contract. The certificates wil! be subject to the approva! of CiTY’s risk manager and will contain an endorsement ~-’~s~c_ng that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk :hirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Paio Alto is named as an additional insured except in policies of workers’ compensation, emp!oyer’s liability, and professiona! liability insurance. Current certificanes of such insurance wil! be kept on file at all times during the term o~ this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will no: be construed to limit CONTKhCTOR’s liability hereunder nor to fulfill nhe indemnification provisions of this Contract. Notwithsnanding the policy or policies of insurance, CONTKhCTOR will be obligated for the ful! and total amount of any damage, injury, or loss caused by or directly arising as a result 030610 sdl 0091285 5 of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9.WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which re_c!uire every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION !0. TERMINATION OR SUSPENSION OF CONT_RACT OR I0.! The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONT_RACTOR will immediately discontinue its performance of the Services. 10.2 CONTKhCTOR may terminate this Contract or suspend its performance of the Services by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CiTY ~nd~te]v withholds or withdraws ~s re~aes~ for the initiation or continuation of ~he Services to be performed. 10.3 Upon such suspension or :ermina:ion by CITY, CONTKhCTOR will be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination; mrovided, however, if this Contract is suspended or terminated on account of a default by CONTKhCTOR, CITY wil! be obligated to com_mensate CONTKhCTOR only for that portion of the Services which are of direct and immediate benefi~ to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. 10.4 Upon such suspension or te_~P..~ination, CONT~hCTOR wil! deliver ~o :he city manager immediately any and all copies of s:udies, sketches, drawings, computations, and o:her data, whether or not comm!eted, .... mremared by CONTKhCTOR or its contractors, :::: any, or given to CONTKhCTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 10.5 The failure of CITY to agree with CONTKhCTOR’s independent findings, conclusions, or reco~menda:ions, if the same are called for under this Contract, on :he basis of differences in 030610 sdl 0091285 matters of judgment, will not be construed as a failure on the part of CONTR/~CTOR to fulfill i~s obligations under this Contract. SECTION !i.ASSIGNMENT !I.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the sarae or any part thereof without the prior written consent of CITY. A consent to one assigm~nent wil! not be deemed to be a consent to any subse_c!uent assignment. Any assigrament made without the approva! of the city manager will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12.NOTICES 12._~ ~ All notices hereunder will be given in. writing and mailed, postage prepaid, by ce~u=~_:ed mail addressed as follows To CITY:Office of the City Clerk City of Paio Alto Post Office Box 10250 Pa!o Alto, CA 94303 With a copy Zo:Director, Dept. of Planning and Community Envirom_ment City of Palo Alto P.O. Box 10250 Pa!o Alto, CA 94303 To CONTKhCTOR: Attention of the project director at the address of CONTKhCTOR recited above SECTION 13.CONFLICT OF INTEREST 13.1 in .accepting this Contract, CONTKhCTOR covenants :hat it presently has no interest, and wil! not acquire any in:erest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 13 2 CONTRACTOR further -= " ~cov_n=n~s that, in the D=~o_man~s~ ~= of t~ Contract it w~il not employ any contractor or person having such an interest¯ CONTP~hCTOR certifies tha~ no person who has or will have a~..~ f~na~a]~_ _ interest under this Contrac~ ~ ~n ~icer or employee of CITY; this provision wil! be intermre:ed ~n accordance with Zhe apm!icab~= mrovisions of the 030610 sdl 0091285 7 Palo Alto Municipal Code and the Goverr~ent Code of the State of California. SECTION 14.NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination wil! be made in the employment of any person under this Contract because of the age, race, co!or, nationa! origin, ancestry, religion, disability, sexua! preference or gender of that person, if the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet al! requirements of the Paio Alto Municipa! Code pertaining to nondiscrimination in em_o!oyment, including completing the requisite form furnished by C!TY and set forth in E~ibit "D" _~_.2 CONTR_hCTOR agrees that each contract for services with an znoeoe_.@ent orovider wil! contain a orovision substantially as follows : "[Name of Provider] will provide CONTR~.CTOR with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in ~ " = ’em_m:oyYn~nt; that [N~me of Provider] will pursue an affirmative course of action as read{red bv the A~irmative Action Guidelines of the City of Pa!o Alto; and that [Name of Provider] will not discriminate in ~he empioyTnent of any person under this contrac: because of the age, race, color, nanional origin, ancestry, religion, dis-~ ~~:~ _ or ~ender o÷~m_~:~_y, sexua! mreference _ such person." 14.3 if CONTPSCTOR {s found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federa! law or executive order in ~he performance of this Contract, it will be in default of :his Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the s~m of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as d&mages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the e~ivalent federa! agency or officer will constitute e~idence of a breach of this Contract. SECTION 15. MiSCELL~_NEOUS ~RO,_S~O~S i5.1 CONTKhCTOR and warrants that it has knowledge of :he remuiremen:s of the i~mericans wi~h Disabilities 030610 sdl 0091285 Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR wil! comply with or ensure by its advice that com_mliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract wil! be governed by the laws of the State of California, excluding its conflicts of law. 15.3 in the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. _75.~_ The _Drevai!ing .-r~_m~_~v in any action brought to enforce the provisions of this Contract may recover its reasonable costs and a:torneys’ fees expended in com~neczion with :hat action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and con:facts, either written or oral. This document may be amended o~qv._~_ by_ a wrltten_ instrument, w~h...~ is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed ~o be both covenants and conditions. 15.7 The covenants, terms, conditions and mrovisions of :his Contract will am~iv to, and will bind, the heirs successors, executors, a~ministrators, assignees, and contractors as the case may be, of the parties. !5.8 if a court of competent jurisdiction f~nds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contrac: and any amendments thereto will remain in full force and effect. !5.9 Al! exhibits ref ~- ~"e~ee :o in this Contract and any addenda, appendices, at:acb~ments, and schedules which, from time :o time, may be referred to in any duly executed amendment hereto are by_ such reference _nco~mo:{ ~ ~-~ee~ in t~{.._s Con:racK and will be deemed to be a park of ~his Contract. 15.10 This Contract may be executed in any n~mber of cou~n~=~p~-~s,-~ each of which wi~_ .... be an origina! but a!q of which together will constitu:e one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Char:er of :he City of ~ ~ Alto and t~= Pa!o ~lto M~L~_icipai_~ a±o 030610 sdl 0091285 Code. This Contract will te~minate without any penalty (a) at the end of any fisca! year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS ~EREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Mayor ALTO HOUSING CORPORATION Senior Asst. City Attorney APPROVED: Director of Planning and Community Envirom~ment Director of A~ministrative Services insurance Review By: Name Title’ Name : Title Taxpayer identification No. 94-2262125 (Compliance wi:h Corp. Code § 3i3 is required if :he en:i:y on whose behalf this conzracz is signed is a corpora:ion.!n :he a!:erna~ive, a certified corporate resoiu:ion a~es:ing to the signa:ory au:hori:v of :he individuals signing in =heir respective capaci:ies is acceptable) At :acb_ment s : EI~½iBiT "A"" EXHIBIT EXHIBIT EXHIBIT SCOPE 0~ SERVICES BUDGET iNSU~<NCE NONDISCRIMINATION COMPLI/~qCE FO~! 030610 sdl 0091285 i0 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) On <\-~o_~-<q. I~ , 2003 before .me, the undersigned, a Notary Public in and for said Count], and State, personally appeared personally known to me (o~r proved to me on the basis of sazisfaczory evidence) to be the person(s) whose name(s) ~/are subscribed to the wizhin instrument and acknowledged to me that he/~!they executed the same in his!~/their authorized camac~z]~(ies)_ ’, and that by h~s/..i ~e~/their signazure(s) on the instrumen~ the person(s), or the entity upon beha!~ of which the person(s) acted, executed the instrument. WITNESS my hand and official sea!. Cornm~on # t414391 Santa Clara County Sig~ure o,_- Notary Public 030610 sdl 0091285 !i RESOLUTION OF TKE BOARDS OF DIR_ECTOKS OF THE PALO ALTO HOUSLNG COR_POR_ATION V,K-IER_EAS, the Palo _Alto Housing Corporation (PAHC) has contracted with the City of Palo .Alto to administer the Below Market Kate Housing Pro~am (BMR Pro~am) since 1975; and ~ereas, P.~-IC has contracted vdth the Cit-y of Palo .Alto for CommtmiD~ Development Block Grant ftmds over time to perform low-income housing services, resident services, and prope~, rehabilitations; and ~K-I£R£AS, P~-tC intends to execute contracts for those purposes again for the Fiscal Year 2003-2004. NOW, THEREFORE, the Board of Directors of PAHC resolves as follows: A~y one corporate officer, including the Executive Vice PresidenffExecutive Director in accordance vdth P_~kHC Bylaws, may, without further resolution, and no~;ithstanding the requirements established by Californ_ia Corporations Code Section 5214, execute the following contracts with the Cib’ of Pato Aho and any other documents necessao.’ and appropriate to e~%ctuate the purposes of the contracts: CONTR_kCT BETWEEN TIIE CITY OF P_QLO .~tLTO A_\rD TIlE P2~LO .<LTO HOUS~G CORPORA_TION FOR BMI% HOUSLNG PKOGIEQM AD_,N~INISTRATII~ SEK\qCES AGP~EMENT BET~.~.EN THE CITY OF PA.LO ]~LTO ,~NqD PALO ALTO HOUSING COR_PORATION FOR 2003-2004 COs~.’-NITY DEVELOP~NT BLOCK GP,_~_NT FU*-DS President Palo ,Alto Housing Corporation Certified to be a true copy of the Resolution adopted by the Boards &Directors on June ! 1. 2003. Pau! Garrett Secretaw Palo _Alto Housing Corporation EXH_I_B IT A BELOW 1VL4~RKET RATE HOUSING PROGRAM FISCAL YEARS 2003 - 2004 and 2004 - 2005 SCOPE OF SERVICES Contractor shall administer the City’s Below Market Rate (BMR) housing pro~am in compliance with City policy, guidelines, the applicable deed restrictions and the BMR Pro~am Procedures Manual and in a manner which increases affordable housing opportunities for low and moderate- income households. Specific Activities: 1) Provide information and advice to interested persons and housing seekers about the City’s BMR ownership and rental programs 2) Maintain and, at least annually, update the BMR ownership waiting list 3) Send an information letter to BMR owners once each year to keep owners informed of their responsibilities under the deed restrictions 4) Annually update the list of lenders willing to lend on BMR units; conduct outreach to lenders with branches in Palo Alto to encourage participation in the BMR progam so that buyers have sufficient choice of lenders and loan products 5) Administer the sales and resales of units in the BMR ownership program, and the "discount" units at the Birch Court project with City deed restrictions, in accordance with City policies, guidelines, the applicable deed restrictions and with the Procedures Manual prepared by the Palo Alto Housing Corporation, as accepted by the Ciw 6) Pursue, in cooperation with the City, the preservation of BMR units within the pro~am and compliance and enforcement of the provisions of the recorded deed restrictions 7) Provide assistance, mediation and counseling to BMR owners, in coordination with City staff, in the resolution of defaults, foreclosures, violations of deed restrictions or other similar situations involving the preservation of BMR ownership units 8) Coordinate and provide from two to three homeownership educational workshops specifically designed for the Palo Alto BMR pro~am for new BMR owners and households on the waiting list by subcontracting with an experienced and qualified organization that will conduct the workshops. Evaluate usefulness of the pro~am for City. 9) Assessment Loan Pro~am for BMR Owners: a) Provide information to BMR owners and condominium associations b) Conduct pre-qualification screening of potential loan applicants Exhibit A Page 2 of 3 10) BMR Rental Pro~am Administration: a) For the BMR rental units at Southwood Apartments, Mayfield Apartments, 1100 Welch Road Apartments, Montage Apartments at 4020 E1 Camino Real and other BMR rental units that may be newly constructed during the term of this contract: 1) Certify tenants’ income eligibility for initial occupancy and review the annual recertifications of tenants as required by the applicable agreements between the City and the project owners 2) Monitor tenant selection, operation of waiting lists, and designation of BMR units as necessary 3) Provide information and training on the BMR Rental Pro~am to property managers. b) Stanford West Apartments BMR Units: 1) Continue to provide training and information to on-site management staff on BMR unit eligibilib, requirements, rents and procedures 2) Monitor tenant selections, eligibility and income certifications for an appropriate portion of the BMR households to assure compliance with the BMR pro~am 3) Conduct an annual sample file audit and, if appropriate, make recommendations to City for more comprehensive monitoring. 11) Provide advice, consultation and assistance to City staff in negotiations of BMR ageements for new housing developments 12) Coordinate the process of evaluation, negotiation and financing related to the acquisition and rehabilitation if necessary, of off-site units or properties contributed under the BMR program 13) Assist City staff in ongoing evaluation, revisions and improvements to the BMR progam 14) Provide assistance, review and advice regarding preparation and adoption of a BMR ordinance and completion of a consultant study of procedures and policies for the BMR pro~am Exhibit A Page 3 of 3 15) Maintain records and statistics as required by the City, specifically: a) Annual statistics about the BMR ownership and rental units and the households served; and b) A permanent record of all units placed in the pro~am and statistics about all households served over the life of the pro~am, including retention of copies of the actual recorded deed restrictions for the ownership units. EXHIBIT B BELOW MARKET 1L&TE HOUSING PROGRAM FISCAL YEARS: 2003 - 2004 and 2004 - 2005 BUDGET I. PAHC shall provide the services described in Exhibit A - Scope of Ser~,ices during the term of this contract and City shall reimburse PAHC for the cost of said services based on actual staff time worked at the attached hourly billing rates, plus direct costs described below, up to a maximum of $105,500 for each fiscal year. The source of reimbursement to PAHC shall be from the City’s Residential Housing In-Lieu Fund. I1. PAHC may bill City for the following: 1. Staff time spent on BMR activities at the hourly billing rates shown herein. These hourly billing rates include actual salaries, payroll taxes, benefits, workers compensation insurance and overhead, as shown in this Exhibit B. 2. Direct costs, as supported by receipts, invoices, etc., which are reasonable and necessary to conduct the activities described in Exhibit A, such as: Premiums for liability insurance specifically covering PAHC’s services under this Agreement, if cost is separately stated, and not to exceed S15,000 per year Postage Advertising Conferences and Training Office Supplies Outside Services, Consultants including Legal Fees (except that any such services or consultant work exceeding S3.000.00 shall be authorized in advance by City) PrintingfDuplicating Other necessary direct expenses including expenses necessary to the acquisition and / or rehabilitation of off-site units and properties provided by developers under the BMR pro~am in-lieu of on-site units PALO ALTO HOUSING CORPORATION BELOW MARKET RATE (BMR) BILLING RATES 2003-2004 and 2004-2005 EXHIBIT B Page 2 ANNUAL EST.ANNUAL ANNUAL TOTAL*Billing** STAFF SALARY P/R TAXES BENEFITS EST. WC COST Rate BMR/Property Administrator i 56,784 4,554 8,031 807 70,177 63 Executive Director I 108,160 6,866 10,158 i 1,538 126,722 113 Staff Accountant ~46,141 ~:3,740 6,961 561 [57,403 52 Junior Accountant ~39,520 3,233 7,3411 481 50,575 45 Controller i 72,684 5,7701 8,022 884’,87,361 78 Dir. of Property Management ~72,684 i 5,770 i 6,963 }1,034 i 86,451 77 Property Supervisor 61,861 4,942 3,854 [880i 71,537 64 Office Manager 37,856 3,106 4,056 461 45,478 41 Legal Assistant ~72,800 5,779 3,854 886 83,319 75 Special Projects Consultant i 72,800 0 0 0 72,800 65 * Based on salaries and benefits effective July 1, 2003 ** Includes payroll taxes, benefits and overhead costs EXHIBIT C POLICY WORKER.S’ COMPENSATION INSUR.,4~NCE REQUIREMENTS MINKML~2M K~MITS OF L/4,BILITY Statutory COMPREHEN SI\.rE AUTOMOBILE LI.Z~BIJblTY, including owned hired, and nonowned automobiles Bodily Injur7 Property Damage $1,000,000 each person, $1,000,000 each occurrence; $1,000,000 each occurrence CO_N,LMERCIAL GENERAL LIABILITY, including products and completed operations, broad form contractual, and personal injury. Bodily Injury. Property Damage $1,000,000 each person,. $ t,000,000 each occurrence, $!,000,000 ag~egate; $1,000,000 each occurrence Each insurance policy required by this Agreement shall contain the following clauses: "This insurance shall not be canceled, limited in scope of coverage or non_renewed until a~er thMy (30) days written notice has been given to the: CITY OF PALO/~LTO / Planning and Community Environment Department, P. O. Box 10250, Palo ~dto, CA 94.~0~. ~ rights of subrogation are hereby waived against the CITY OF PALO .aLTO and the members of the City Council and elective or appointive o~icers or employees, when acting within the scope of their employment or appointment. The CITY OF PALO ALTO is added as an additional insured as respects operations of the named insured, but only as to work performed under this Agreement. It is agreed that an?, insurance maintained by the CITY OF PALO :aLTO wi!i apply in excess of, and not contribute to, insurance provided bv this policy." All insurance coverage required shall be provided throu~ carriers with a BEST KEY tL~_T~G GUIDE rating of A:\2I or higher that are admitted to do business in the State of California. The certificate(s) of insurance evidencing such coverage shall be completed and executed by an authorized representative of the company providing insurance, and shall be filed with and approved by Ckv’s risk manager. H: EXHIBIT D FORM 410 Certification of Nondiscrimination: As suppliers of goods or serx4ces to the City of Palo Alto, the firm and indi~dduals listed below- certify that they do not discriminate in employment with regards to age, race, color, reli~on, sex, national ori~6n, ancestt% disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: Palo _Alto Housing Corporation Date: Title of Officer Siga~ing:Executive Vice President Si~m~ature: ~ Marlene H. Prendergast H:\DOC\F©RM~IOWPD Attachment C 0 -e- 0 ~-" 0 0 0 ~ ~ 0 "~: 0~’r" _ m 0 0