Full Text
AFFORDABLE HOUSING PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND COMMUNITY FRAMEWORKS THIS AFFORDABLE HOUSING PROFESSIONAL SERVICES AGREEMENT is entered into as of the day of r ch , 2003_ between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Community Frameworks, Incorporated, a Washington private non-profit corporation, 315 West Mission Avenue, Spokane, Washington, 99201 (hereinafter "CONSULTANT"). WIT N E S S E T H : WHEREAS, CITY wishes to establish MAHT the Moscow Affordable Housing Trust (hereinafter ·'MAHT''), as a non-profit entity, which will, in tum, work to become a Community Housing Development Organization (hereinafter "CHDO"): and WHEREAS, CONSULT ANT has extensive experience in supporting the development of non profit community organizations and designing and implementing successful housing programs for low and moderate income families; and WHEREAS, CITY wishes to contract with CONSULTANT to assist MAHT to build capacity for a long term affordable housing development program for CITY and its surrounding area (hereinafter ''the PROJECT'); and WHEREAS, CONSULTANT has made a proposal to CITY to develop such a program design for MAHT, described in more detail herein below; NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, hereby agree as follows: SECTION I A. SCOPE OF WORK: CONSULTANT staff shall: Assist MAHT in development and submission of organizational documents, including 1. Articles of Incorporation; 2. By-laws; PSA- CITY AND COMMUNITY FRAMEWORKS PAGE 1 OF7 ---PAGE BREAK--- 3. IRS Form 1023; 4. Necessary policies (e.g. conflict of interest, etc.) Facilitate development of a two year strategic plan, to include: 1. Indentifying target population and services; 2. Assessing and prioritizing development opportunities, types and barriers; 3. Determining organizational funding needs, budget and sources. Assist in determining permanently-affordable housing development choices: 1. Provide training to the Board on Limited Equity Housing Cooperatives (LEHC), Deed Restrictions and Community Land Trusts (CLT's); 2. Assist the Board of the MAHT in making informed choices best for them and for their community. 3. Facilitate the development of the legal structures and documents appropriate to the model they choose. Once the IRS tax exemption is received, assist MAHT in applying for CHDO certification with Idaho Housing and Finance Association (hereinafter "IHF Assist MAHT to prepare and submit a HOME application for CHDO operating funds. Present MAHT with up to three possible project development options and assist MAHT in selecting the most appropriate one for an initial development project. B. DELIVERABLES: CONSULTANT shall work with principals and staff of CITY's MAHT to carry out the Technical Assistance Plan, (TAP), as identified in the Scope ofWork in Section I.A. of this AGREEMENT. As an initial deliverable product of the PROJECT, CONSULTANT shall work with MAHT to assist MAHT in becoming a non-profit housing organization. Such task shall be completed by December, 2009. CONSULTANT staff shall assist in presenting MART's strategy to stakeholder groups, including the City Council and other boards and commissions having jurisdiction over the subject matter and at meetings of the general public. The tasks described in Section I. A. of this Agreement shall be completed by March 31, 2010. CITY and MAHT shall complete all tasks and assignments in a timely manner to respond to questions, provide information and make key decisions to keep the PROJECT on schedule. PSA- CITY AND COMMUNITY FRAMEWORKS PAGE20F7 ---PAGE BREAK--- C. PAYMENT SCHEDULE: The total cost for the services outlined in the Scope Of Work described in Section I.A. of this AGREEMENT, is nineteen thousand seven hundred eighty nine dollars ($19,789) and includes all costs incurred by CONSULT ANT in completing such Scope Of Work. This AGREEMENT obligates CITY to pay five thousand dollars ($5,000) of costs for the described Scope Of Work, with the balance of the nineteen thousand seven hundred eighty nine dollars ($19,789) to be funded under Community Frameworks' 2007 Cooperative Agreement with HUD. Costs for CITY's share of the costs of the Scope Of Work shall be invoiced at the rate of eighty five dollars ($85) per hour plus direct costs up to a maximum of five thousand dollars ($5,000) total, as work tasks are completed, with payment due within thirty (30) days of invoice receipt. SECTION II GENERAL PROVISIONS A. Insurance: CONSULTANT shall have General Liability insurance covering errors and omissions with coverage of One Million Dollars ,000,000) combined single limit per occurrence and not less than Two Million Dollars ($2,000,000) in the aggregate. B. Duration and Termination, or Default: CITY and CONSULTANT shall each have the right to terminate this Agreement upon the occurrence of any ''Event of Default" by the other party upon written notice to the defaulting party specifying the nature of such default. An Event of Default shall be defined as the occurrence of any one or more of the following: 1. Either party shall file a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief from debts, whether federal or state, or shall seek, consent to, or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of either party or of all or any substantial part of its properties; 2. Either party fails to perform any of its services in the manner or within the time required herein or commits or permits a breach of or default in any of its duties, liabilities or obligations hereunder and fails to fully cure or remedy such failure, breach or default within thirty (30) days after written notice specifying the nature of such failure, breach or default by either party to the other, or if such failure, breach or default cannot reasonably be cured within thirty (30) days, fails to commence such cure or remedy within said thirty (30) day period or at any time thereafter fails to diligently prosecute such cure or remedy to completion; 3. If either party breaches applicable law with respect to performance of any aspect of its obligations under this Agreement or acts in any other way that the other party hereto reasonably believes is incompatible with the completion of the Project in a PSA- CITY AND COMMUNITY FRAMEWORKS PAGE3 OF7 ---PAGE BREAK--- timely manner, consistent with the approved budget, and consistent with all applicable governmental and funding and financing laws and requirements. C. Upon the occurrence of any one of the Events of Default specified in Section Il.B., the non defaulting party shall have the immediate right to terminate this Agreement. If either party elects to terminate this Agreement, it shall provide written notice of termination to the defaulting party and this Agreement immediately shall terminate. If a party elects to terminate this Agreement, all parties hereto shall be entitled to compensation relative to the work performed to the date of termination. In no event shall the compensation payable in the event of termination exceed the amount of compensation specified in this Agreement. D. The Parties Remedies Cumulative: Remedies of the parties under this Agreement shall be in addition to all other remedies the Parties may have at law or in equity. E. Jurisdiction and Venue: Each party shall bring any action against the other in connection with this Agreement in a federal or state court located in the Second Judicial District of the State of Idaho, consents to the jurisdiction of such courts, and waives any right to have any proceeding transferred from such courts on the grounds of improper venue or inconvenient forum. F. Mediation/Arbitration: Prior to commencing any legal action the parties agree to mediate the disputes. A third party mediator shall be selected and approved by both parties. In the event CONSULTANT and CITY cannot agree upon a mediator, or should the mediation be unsuccessful, such dispute shall, prior to commencing any legal action be submitted to arbitration through the American Arbitration Society. Costs of mediation/arbitration will be shared equally between CONSULTANT and CITY. G. 1. Indemnification: CONSULTANT shall indemnify, defend and hold harmless CITY and its officers, directors, employees and agents against any claim by any third party for injury to any person or damage to or loss of any property from any act, omission or negligence of CONSULT ANT or any of the its employees or agents. CONSULTANT obligations under this Section shall survive the completion or termination of this Agreement. 2. CITY shall indemnify, defend and hold harmless CONSULT ANT and its officers, directors, employees and agents against any claim by any third party for injury to any person or damage to or loss of any property from any act, omission, or negligence of CITY or any CITY employees or agents. CITY obligations under this Section shall survive the completion or termination of this Agreement. H. Notices: All notices or other written communications required or permitted hereunder shall be in writing and shall be deemed received upon receipted delivery if sent by personal messenger, three business days after being deposited in the U.S. Mail, registered or certified, return receipt requested, one Business Day after being deposited with a nationally recognized overnight courier service, or upon confirmation of transmission if PSA- CITY AND COMMUNITY FRAMEWORKS PAGE40F7 ---PAGE BREAK--- sent by facsimile, in each case with postage/delivery prepaid or billed to the sender and addressed as follows: City of Moscow To: Bill Belknap Community Development Director City of Moscow P 0 Box 9203 Moscow, ID 83843 Telephone: (208) 883-7011 Facsimile: (208) 883-7018 Community Frameworks To: Community Frameworks as follows: 315 W. Mission Ave. Spokane, W A 99201 ATTN: Chris Venne Telephone: (509) 484-6733, ext 210 Facsimile: (509) 483-0345 I. Independent Contractor: CONSULT ANT shall be an independent contractor and not an employee or agent of CITY. J. CONSULTANT staff: Chris Venne - lead staff person (Spokane). Debbie Detmer - assistant (Spokane). Sandy Wood- technical expert (Bremerton). K. Owner of Information and Materials: CONSULT ANT shall, upon completion or any sooner termination of this Agreement, and upon payment of all fees then due CONSULTANT, deliver to CITY all written data and information generated by or for CONSULTANT in connection with the Project or supplied to CONSULTANT by CITY or its agents, and drawings, plans, books, records, contracts, agreements and all other documents and writings in its possession relating to its services hereunder or the Project, and CITY shall have the right to use the same without further compensation to CONSULTANT. Such data and information and all such documents shall at all times be the property of CITY. CONSULT ANT may make and retain copies of any document or other material or information it turns over to CONSULT ANT shall retain the right to utilize such data and information without compensation to CITY. L. Authority of CONSULTANT: CONSULTANT shall have no right or authority, express or implied, to commit or otherwise obligate CITY in any manner whatsoever, except to the extent specifically provided herein or specifically authorized in writing by CITY. CONSULTANT shall have no right or interest in the Project arising out of this Agreement or the performance of its service except for any lien CONSULT ANT may be entitled to by reason of its work on the Project. M. Taxes and Contributions: CONSULTANT and CITY assume full and exclusive responsibility and liability for withholding and paying, as may be required by law all federal, state and local taxes and contributions with respect to, assessed against, or measured by each party's respective earnings hereunder, or salaries or other contributions or benefits paid or made available to employees of the respective parties, and any and all other taxes and contributions applicable to each party for the respective services for which PSA- CITY AND COMMUNITY FRAMEWORKS PAGE 5 OF7 ---PAGE BREAK--- each party may be responsible under any laws or regulations, and shall make all returns and/or reports required in connection with any and all such laws, regulations, taxes, contributions and benefits. N. Burden and Benefit: The covenants and agreements contained herein shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. Neither party may assign this Agreement without the consent of the other party. No consent granted by either party shall be deemed to be consent to any subsequent assignment or transfer. 0. Severability of Provisions: Each prov1s10n of this Agreement shall be considered severable, and if for any reason any provision that is not essential to the effectuation of the basic purposes of the Agreement is determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement that are valid. P. No Continuing Waiver: The waiver of either party of any breach of this Agreement shall be effective only if it is in writing and shall not operate or be construed to be a waiver of any subsequent breach. Q. Time of the Essence: Time is of the essence for each provision of this Agreement. R. Authority: CITY and CONSULTANT each represents to the other that it has full power and authority to execute and perform this Agreement and that the person or persons signing this Agreement for such party has full authority to execute this Agreement and to bind the party according to the terms of this Agreement. S. Force Majeure: Neither CITY nor CONSULTANT shall be in default under this Agreement to the extent that such party is unable to perform any of its obligations on account of energy shortage, governmental pre-emption or prescription, national emergency, or any other cause of any kind beyond the reasonable control of such party; provided, however, that it is the specific intent of this Agreement to complete the acquisition and rehabilitation of the Project. T. Applicable Law: This Agreement shall be construed and enforced in accordance with the laws of the State ofldaho, without regard to principles of conflicts of laws. U. Terminology: All personal pronouns used in this Agreement, whether used in the masculine, feminine and neuter gender, shall include all other genders, the singular shall include the plural, and vise versa as the context may require. V. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. PSA- CITY AND COMMUNITY FRAMEWORKS PAGE 6 OF 7 ---PAGE BREAK--- W. Complete Agreement: This Agreement is intended to be the entire agreement of the parties and to supersede and replace all prior agreements or contracts similar in nature between the parties. This Agreement may be amended only with the written consent of both parties. X. Captions: The captions of the various paragraphs and other provisions of this Agreement are for convenience only and shall not be used in interpreting this Agreement. Y. Attorney's Fees: In the event of any litigation or other dispute resolution proceeding brought to enforce or construe the terms of this Agreement, the prevailing party in such proceeding shall be awarded its reasonable costs and attorneys· fees incurred in connection with such proceedings. City of Moscow STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) Community Frameworks ACKNOWLEDGMENT On this =j day of , 2009, before me, a Notary Public in and for said State, appeared Diane Leigland, known to me to be the person named above and acknowledged that she executed the foregoing document as the duly authorized representative for Community Frameworks. PSA- CITY AND COMMUNITY FRAMEWORKS PAGE70F7