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HomeMy WebLinkAbout2017-1341 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2017-134 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (CDBG) AGREEMENT WITH NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES (NPHS) TO IMPLEMENT THE OWNER OCCUPIED HOUSING REHABILITATION PROGRAM WHEREAS, the City has received Community Development Block Grant (CDBG) funds from the United States Department of Housing and Urban Development ("HUD") pursuant to the Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, as amended; 42 U.S.C.-5301 et seq. The funds must be used by the City in accordance with 24 C.F.R. Part 570; and WHEREAS, On December 19, 2016, the Mayor and City Council (MCC) approved a substantial amendment to the U.S. Department of Housing and Urban Development (HUD) Fiscal Year 2016-2017 Annual Action Plan that allocated approximately $2.8 million in unspent/uncommitted CDBG funds from previous years to a variety of capital improvement activities that would improve the quality of City public facilities and infrastructure, improve neighborhood conditions, and promote economic development within the community; and WHEREAS, the City has competitively procured for a qualified applicant to administer the City's Owner Occupied Housing Rehabilitation Program (OOHRP) and has selected Neighborhood Partnership Housing Services (NPHS), a non-profit organization and Community Development Financial Institution (CDFI), to operate the OOHRP ; and WHEREAS, the CDBG contract award is limited to FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000) and; WHEREAS, funding will be used to provide approximately 15 resident homeowners with financial assistance to rehabilitate their homes to meet local health and safety standards and pay for certain program administration/project management costs; and WHEREAS, financial assistance is only available to eligible households whose incomes do not exceed 80% of the Area Median Income ("Qualified Homeowner"); and WHEREAS, this project is subject to environmental review under Sections 15192 and 15194 of the California Environmental Quality Act (CEQA) and 24 CFR 58.36 of the National Environmental Protection Act. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18''. 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: SECTION 1. The Mayor and City Council do hereby authorize the City Manager or his designee to enter into a Vendor Service Agreement with Neighborhood Partnership Housing Solutions for the implementation of the Owner Occupied Housing Rehabilitation Program, a copy of which is attached hereto and incorporated herein by reference as though set forth in full as Exhibit "A." 2 i z 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (CDBG) AGREEMENT WITH NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES (NPHS) TO IMPLEMENT THE OWNER OCCUPIED HOUSING REHABILITATION PROGRAM I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 19th day of July 2017, by the following vote, to wit: Council Members: AYES NAYS MARQUEZ X BARRIOS X(S) VALDIVIA X(M) SHORETT X NICKEL X RICHARD X MULVIHILL X ABSTAIN ABSENT George.x�i Hanna,'CAC, City Clerk The foregoing Resolution is hereby approved this 19th day of July 2017. R. Carey Davis ayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By. CAAC-eCkc-- - 3 AGREEMENT FORVENDOR SERVICES THIS AGREEMENT FOR VENDOR SERVICES (the "Agreement") is made and entered into as of July 19, 2017, by and between the CITY OF SAN BERNARDINO, a municipal corporation ("City"), and NEIGHBORHOOD PARTNERSHIPS HOUSING SERVICES a California Corporation ("Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) PART FUNDAMENTAL TERMS A. Location of Project: The City of San Bernardino location(s) as set forth in PART IV, Scope of Services, included herein. B. Description of Services/Goods to be Provided: Owner Occupied Residential Rehabilitation Program Administration in accordance with Part IV, Scope of Services, included herein (Reference RFP F-17-15 ) C. Term: Unless terminated earlier as set forth in this Agreement, the services shall commence on July 1, 2017 ("Commencement Date") and shall continue through June 30, 2018. (Optional) The City reserves the right to extend this Agreement for up to two (2) additional one (1) year periods. Such extension shall only be valid if effectuated in writing by the City. D. Party Representatives: W. The City designates the following person/officer to act on City's behalf: Diane Cotto, CDBG Coordinator, email: Cotto di(aD-SBCity.org. D2- The Contractor designates the following person to act on Contractor's behalf: Clemente Mojica, President, Neighborhood Partnership Housing Solutions, Inc., email: clemente(cD-nphsinc.org. E. Notices: Contractor shall deliver all notices and other writings required to be delivered under this Agreement to City at the address set forth in Part II ("General Provisions"). The City shall deliver all notices and other writings required to be delivered to Contractor at the address set forth following contractor's signature below. F. Attachments: This Agreement incorporates by reference the following Attachments to this Agreement: F.1. Part I: Fundamental F.2. Part II: General Provisions F.3. Part III: Special Provisions F.4. Part IV: Scope of Services F.5. Part V: Budget G. Integration: This Agreement represents the entire understanding of City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first set forth above. "CONTRACTOR" "CITY" NEIGHBORHOOD PARTNERSHIP HOUSING CITY OF SAN BERNARDINO SERVICES, INC. By: By: Clemente Arturo M ica President & CEO By: 3 Awl- "4� Mark Scott City Manager Approved as to Form: Gary D. Saenz, City Attorney 6-CLC1-LXs L. �Cll9 � Georges Hanna, CMC, &ty Clerk PART II GENERAL PROVISIONS SECTION ONE: SERVICES OF CONTRACTOR Scone of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide the goods and/or services shown on Part IV hereto ("Scope of Services"), which may be referred to herein as the "services" or the "work." If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms "services" and "work" shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property. 1.1 Changes and Additions to Scone of Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by City to Contractor, incorporating therein any adjustment in (i) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Contractor. City approval and/or payment for work claimed by Contractor as changed or additional shall not act to prevent City at any time to claim such work is covered by the Scope of Work and should be performed by Contractor without additional consideration due. It is expressly understood by Contractor that the provisions of this Section 1.2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. 1.2 Standard of Performance. Contractor agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 1.3 Performance to Satisfaction of City. Notwithstanding any other provision herein, Contractor agrees to perform all work to the satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory, City shall have the right to take appropriate action, including but not limited to: (i) meeting with Contractor to review the quality of the work and resolve matters of concern; (ii) requiring Contractor to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Contractor for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth. 1.4 Instructions from City. In the performance of this Agreement, Contractor shall report to and receive instructions from the City's Representative designated in Paragraph D.1 of Part I ("Fundamental Terms") of this Agreement. Tasks or services other than those specifically described in the Scope of Services shall not be performed without the prior written approval of the City's Representative. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the 4 facilities, difficulties, and restrictions attending performance of the services under the Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact in writing and shall not proceed except at Contractor's risk until written instructions are received from the City's Representative. (A) Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services required hereunder. Contractor shall not replace any- of the principal members of the Project team, or any successors to any of such persons, without City's prior written approval. (B) Contractor represents that the tasks and services required hereunder will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. In carrying out such tasks and services, Contractor shall not employ any undocumented aliens (that is, persons who are not citizens or nationals of the United States). (C) This Agreement contemplates the personal services of Contractor and Contractor's employees, and it is recognized by the parties hereto that a substantial Inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Contractor and Contractor's employees. Neither this Agreement nor any interest therein may be assigned by Contractor, except upon written consent of City. 1.7 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Contractor of any liability hereunder without the express written consent of City. SECTION TWO: INSURANCE AND INDEMNIFICATION 2.1 Insurance. Without limiting Contractor's indemnification obligations, Contractor shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, and/or subcontractors. In the event that Contractor subcontracts any portion of the work in compliance with Section 1.8 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of 5 insurance that the contractor is required to maintain pursuant to this Section 2.1. 2.1.1 Insurance Coveraae Reauired. The policies and amounts of insurance required hereunder shall be as follows: A. Comprehensive General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01 including completed operations and contractual liability, with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate for liability arising out of Contractor's performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, the aggregate shall be double the each occurrence limit. Such insurance shall be endorsed to: (1) Name the City of San Bernardino and its employees, representatives, officers and agents (collectively hereinafter "City and City Personnel") as additional insured for claims arising out of Contractor's performance of this Agreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. B. Automobile Liability Insurance with a limit of liability of not less than $1,000,000 each occurrence and $1,000,000 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all "owned," "hired" and "non- owned" vehicles, or coverage for "any auto." Such insurance shall be endorsed to: (1) Name the City of San Bernardino and its employees, representatives, officers and agents as additional insured for claims arising out of Contractor's performance of thisAgreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. C. Workers'- Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Contractor providing any service in the performance of this agreement. Such insurance shall be endorsed to: (1) Waive the insurer's right of Subrogation against the City. and City Personnel. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement unless your Insurance carrier Is the State of 1.1 California Insurance Fund (SCIF) and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. Contractor's completion of the form attached hereto as Exhibit 1 shall be acondition pLecedent to Contractor's rights under this Agreement. Should Contractor certify, pursuant to Exhibit 1, that, in the performance of the work under this Agreement, it shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, Contractor shall nonetheless maintain responsibility for requiring that any subcontractors performing work under this Agreement have and maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the work performed under this Agreement. D. Professional Liability Insurance with minimum limits of $1,000,000 each claim. Covered professional services shall include all work performed under this Agreement and delete any exclusion that may potentially affect the work to be performed. E. Evidence of Insurance: Contractor shall provide to City a Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen(15) business days prior to the expiration of any policy. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non -renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. The City project title or description MUST be included in the "Description of Operations" box on the certificate. Certificate Holder: City of San Bernardino, California F. Endorsements: A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. Additional Insured Endorsements shall not: 1. Be limited to "Ongoing Operations" 2. Exclude"Contractual Liability" 3. Restrict coverage to the "Sole" liability of Contractor 4. Contain any other exclusion contrary to the Agreement. G. Any Deductible In Excess of $50,000 and/or Self -Insured Retentions must be approved in writing by the- City. H. Acceptability of Insurers. Each policy shall be from a company with current A.M. Best's rating of A VII or higher and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by the City. I. Insurance of Subcontractors. Contractor shall be responsible for causing Subcontractors to maintain the same types and limits of coverage in compliance with this Agreement, including naming the City as an additional insured to the Subcontractor's policies. 2.2 li3demnificgtion. Contractor shall indemnify, defend, and hold City and City Personnel harmless from and against any and all actions, suits, claims, demands, 7 judgments, attorney's fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (herein "claims" or "liabilities") that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Contractor, its employees, agents, representatives or subcontractors which directly or indirectly relate to the work being performed or services being provided under this Agreement, whether or not there is concurrent active or passive negligence on the part of City and/or City Personnel, but excluding such claims or liabilities arising from the sole active negligence or willful misconduct of City or City Personnel in connection therewith: 2.2.1 Contractor shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in connection therewith. 2.2.2 Contractor shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities. 2.2.3 In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with the work being performed or services being provided under this Agreement, Contractor shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorney's fees and expert witness fees. SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Compliance with Laws. Contractor shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Contractor. 3.2 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City thereunder. 3.3 Covenant against Discrimination Contractor covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Contractor further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seg.) as the same may be amended from time to time. 3.4 Independent Contractor. Contractor shall perform all services required 0 herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Contractor. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Neither Contractor nor any of Contractors employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the City; and neither Contractor nor any of its employees shall be paid by City time and one-half for working in excess of forty (40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Contractors compensation. Neither Contractor nor any of Contractors employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement. 3.5 Covenant against Contingent Fees. Contractor warrants that it has not employed or retained any company or person to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee or commission from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee or commission. 3.6 Use of Patented Materials. Contractor shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Contractor under this Agreement. • Contractor shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials consistent with Section 2.2 herein. 3.7 Proprietary Information. All proprietary information developed specifically for City by Contractor in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Contractor's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Contractor agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Contractors services under this Agreement. Contractor further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Contractor under this Agreement shall be made to City, and that Contractor shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City. 4 3.8 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Contractor's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Contractor's obligations under this Agreement. City in its sole and absolute discretion, may withhold from any payment due Contractor, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of City to exercise such right to deduct or withhold shall not act as a waiver of Contractor's obligation to pay City any sums Contractor owes City. 3.9 Termination by City. City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Contractor. Upon receipt of any notice of termination from City, Contractor shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Contractor shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement contractor and similar expenses, exceeds the Budget. 3.10 Right to Ston Work: Termination by Contractor. Contractor shall have the right to stop work and terminate only if City fails to timely make a payment required under the terms of the Budget. Contractor shall provide City thirty (30) day prior written notice of such claimed payment owed and City shall have an opportunity to remedy any such claimed breach during such time with no legal consequence to City. Contractor shall immediately cease all services hereunder following the thirty (30) day notice, except such services as may be specifically approved in writing by City. Contractor shall be entitled to compensation for all services rendered prior to termination and for any services authorized in writing by City thereafter. If Contractor terminates this Agreement because of an error, omission, or a fault of Contractor, or Contractor's willful misconduct, the terms of Section 3.9 relating to City's right to take over and finish tile work and Contractor's liability, the thirty (30) day notice shall apply. 3.11 Waiver. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 3.12 Legal Actions. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Municipal and Superior Courts of the State of California in the County of San Bernardino, or in any other appropriate court with jurisdiction in such County, and Contractor agrees to submit to the personal jurisdiction of such court. 10 3.13 Riahts and Remedies are Cumulative. Except as may be expressly set forth in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies or other rights or remedies as may be permitted by 11 Non -liability of City Officers and Employees. City financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to Contractor as set forth in this Agreement. In the event the work and/or- services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) Contractor shall not possess or maintain any business relationship with the applicant or any other person or entity which Contractor knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to City in accordance with this Agreement Contractor shall not advocate either for or against said project and/or application, and (iii) Contractor shall immediately notify City in the event Contractor determines that Contractor has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section shall be applicable to all of Contractor's officers, directors, employees, and agents, and shall survive the termination of this Agreement. D. Contractor acknowledges that pursuant to the provisions of the Political Reform Act (Government Code section 87100 et seq.), City may determine Contractor to be a "Consultant" as that term is defined by the Act. In the event City makes such a determination, Contractor agrees to complete and file a "Statement of Economic Interest" with the City Clerk to disclose such financial interests as required by City. In such event, Contractor further agrees to require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" to disclose such other person's financial interests as required by City. 3.18 Contractor Ethics. Contractor represents and warrants that it has not provided or promised to provide any gift or other consideration, directly or indirectly, to any officer, employee, or agent of City to obtain City's approval of this Agreement. Contractor shall not, at any time, have any financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to Contractor as set forth in this Agreement. In the event the work and/or services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) Contractor shall not possess or maintain any business relationship with the applicant or any other person or entity which Contractor knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to City in accordance with this Agreement Contractor shall not advocate either for or against said project and/or application, and (iii) Contractor shall immediately notify City in the event Contractor determines that Contractor has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section shall be applicable to all of Contractor's officers, directors, employees, and agents, and shall survive the termination of this Agreement. 3.19 Compliance with California _ Unemployment Insurance Code Section 1088.8. If Contractor is a Sole Proprietor, then prior to signing the Agreement, Contractor shall provide to the City a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. Contractor understands that pursuant to California Unemployment Insurance Code Section 1088.8, the City will report the information from Form W-9 to the State of California Unemployment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes. 12 SECTION FOUR MISCELLANEOUS PROVISIONS 4.1 Records and Reports. The City Manager or his/her designee of the City of San Bernardino reserves the right to audit the Contractor's compliance with all of the terms and conditions of this Agreement at any time. Upon request by City, Contractor shall prepare and submit to City any reports concerning Contractor's performance of the services rendered under this Agreement. City shall have access, with 72 hours advance written notice delivered to Contractor, to the books and records of Contractor related to Contractor's performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Contractor in the performance of this Agreement (i) shall be the property of City and shall be delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii) are confidential and shall not be made available to any individual or entity without prior written approval of City. Contractor shall keep and maintain all records and reports related to this Agreement for a period of five (5) years following termination of this Agreement, and City shall have access to such records in the event any audit is required. 4.2 Notices. Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the City shall be delivered to the following address, to the attention of the City Representative set forth in Paragraph D.1 of the Fundamental Terms of this Agreement: To City: City of San Bernardino Housing Division 290 N. D Street San Bernardino, CA 92401 Notices to Contractor shall be delivered to the address set forth below Contractor's signature on Part I of this Agreement, to the attention of Contractor's Representative set forth in Paragraph D.2 of the Fundamental Terms of this Agreement. Changes in the address to be used for receipt of notices shall be effected in accordance with this Section 4.2. 4.3 Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 4.4 Severability. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 4.5 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the 13 entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 4.6 Special Provisions. Any additional or supplementary provisions or modifications or alterations of these General Provisions shall be set forth in Part III of this Agreement ("Special Provisions"). 4.7 Precedence. In the event of any discrepancy between Part I ("Fundamental Terms"), Part II ("General Provisions"), Part III ("Special Provisions"), Part IV ("Scope of Services"), and/or Part V ("Budget"), Part III shall take precedence and prevail over Parts I, II, IV and V; Part II shall take precedence and prevail over Parts I, IV and V; Part IV shall take precedence and prevail over Parts I and V; and Part V shall take precedence over Part I. 14 PART III SPECIAL PROVISIONS 1) Business License Requirement. Contractors who provide services for the City of San Bernardino within the city limits of San Bernardino shall obtain, within five (5) days of executing this Agreement and prior to commencing any work herein, .a City of San Bernardino business license and shall maintain a current business license throughout the term of this Agreement. 15 PART IV SCOPE OF SERVICES Contractor shall perform the services as set forth below and in accordance with ATIACHMENT I. The Owner Occupied Residential Rehabilitation Program (herein referred to as "Program") provides grants and loans to rehabilitate residential properties throughout the City of San Bernardino (herein referred to as "City"). The Consultant must have significant experience administering municipal housing rehabilitation programs and must have expert knowledge of the regulations and practices of the Community Development Block Grant and HOME Investment Partnership Act programs. Loan Program: Project Location: Availability: Eligible Improvements: SOURCE OF FUNDS Up to $30,000 per project. Program loans shall be underwritten by Program consultant and approved by the Loan Review Committee (LRC), which consists of the Housing Manager, Senior Management Analyst and CDBG Coordinator. Citywide Owner -occupied single-family properties. Repair health and safety hazards, code violations and the repair and/or correction of substandard conditions. All improvements to be approved by Program Staff and City staff on a per project basis. OORRP projects are funded from the City's annual allocation of Community Development Block Grant (CDBG) funds. The City of San Bernardino receives these funds from the U.S. Department of Housing and Urban Development (HUD) because it is a CDBG Entitlement City. Funds for the OORRP are approved by the City Council each fiscal year as part of the City's Annual HUD Action Plan process. Program loan funds may also be derived from the OORRP "Revolving Loan- Account" that is funded through the repayment of the principal and interest of past OORRP loans. Funds accrued to the Revolving Loan Account must be used prior to the current -year allocation of CDBG funds, in accordance with HUD regulations. MAJOR TASKS A. Ongoing (July 2017 through Agreement expiration) program coordination with Project Manager in City Manager's Office, or other City designee. Tasks will include but not be limited to the following: 16 Intake/assessment of eligibility (review applications): Contractor will make initial eligibility determination of applicants based on established City program eligibility criteria and U.S. Department of Housing and Urban Development (HUD) income guidelines and the apparent need for rehabilitation measures to correct relevant housing code or Housing Quality Standard (HQS) deficiencies. Property Inspection: Inspections will take place a minimum of three (3) separate times during the rehabilitation process. Contractor will perform site visits to ascertain that approved and contracted/applicable rehabilitation work is proceeding properly and satisfactorily, will authorize (with the homeowner's written approval, including signature and date) appropriate change orders, and will mediate in the event of owner dissatisfaction with the work done by the subcontractor. The initial property inspection takes place following Consultant's determination of applicant and property eligibility to determine rehabilitation needs for the purpose of the funding recommendation, environmental review and whether or not hazardous materials testing will be necessary. Subsequent inspections take place during the construction phase to verify compliance with contract specifications in order to validate the release of funds from escrow to the contractor. Contractor and the owner will conduct the final inspection upon completion of all work items. Work write-ups: For each eligible unit to be assisted, Contractor will complete a detailed Work Description and Bid Proposal that details the rehabilitation work to be performed, including estimated costs of each activity, materials to be used, and industry or regulatory standards to be met. This write-up will be signed and dated by the Contractor and homeowner. Solicitation and selection of sub -contractors: Contractor will assist approved homeowners in the identification, proper solicitation, and selection of subcontractors qualified to perform the authorized rehabilitation of eligible housing units in accordance with the requirements of the Community Development Block Grant program. Contractor will review work orders/contracts/agreements that homeowners will sign in contracting with subcontractors, and Contractor will assist homeowners in ensuring the description of the work contained in any contracts/agreements/work orders with subcontractors is as accurate as possible. Loan underwriting: Contractor will order Policy of Insurance of Record Title (PIRT) Policy. Contractor will also prepare Loan Review Committee (LRC) Report and LRC Agenda & Determination Form as well as schedule and conduct LRC meetings. Loan document execution: The Contractor shall facilitate the execution of loan documents by the owner and Housing Manager at City offices or at the unit to be assisted. In addition, Contractor shall prepare construction contract and escrow account control instructions; arrange for the City to fund the escrow account and submit Deed of Trust and Request for Notice to title company for recordation following the three (3) -business day cancellation period. Approval of subcontractor payments: As rehabilitation progresses and as invoices are submitted by contractors, Contractor will verify that the expenses are reasonable and the work has been completed properly (including sign -off by the owner), and will submit to City the applicable form(s) executed by Contractor and property owner indicating that the work has been completed and it is satisfactory. This will be City's verification of Contractor approval of subcontractor payment(s). Major tasks will require approval from the City before the Contractor can proceed with work prior to signing a subcontractor contract. Coordinate with City Staff on invoices, general administrative issues. Provide public information at the direction of the City. 17 • Provide the City monthly status reports • Maintenance of case files and other records: for each application, Contractor will maintain case files, including but not limited to application and documentation of eligibility, work write-ups, subcontractor selection criteria, copy of contract/agreement/work order between owner and subcontractor(s), documents on all necessary licenses and permits, site visit/inspection reports (including final inspection), change orders as applicable, and subcontractor invoices for payment (with owner -signed -off). Contractor will also maintain appropriate information on persons residing in the property, including a list or lists identifying persons in the home immediately before the rehabilitation, after rehabilitation completion, and those moving in during rehabilitation (per 24 CFR 570..6 06 and 24 CFR part 24). Contractor will maintain these and other program and financial records in accordance with CDBG record keeping requirements as specified in the Agreement. B. Ongoing (July 2017 through Agreement expiration) coordination with CDBG and HOME Administration processing of subcontractor invoices. Tasks will include but not be limited to the following: Monthly monitoring. Prepare Environmental Review and Assessment. Prepare/submit request for release of funds and certification. OPTIONS The following Optional services may be required in addition to the major tasks. The City, at its own discretion, reserves the right to award this optional work, in whole or in part, to either the Contractor, or by competitive bid option. Only those optional work items authorized via a proposal from the Contractor which has been signed by the City's Representative shall be considered for payment. Optional services include: 1) Policy of Insurance Record of Title (PIRT) 2) Drive -By Appraisal Services 3) HCD Formal Title Search 4) HCD Lien placement and removal services 5) Preliminary Title Report 6) Recordation of Notice of Completion 18 ATTACHMENT CONSULTANT TEAM The members of our consulting group proposed to provide administration and implementation services for the Owner -Occupied Residential Rehabilitation Program include Mr. Adam Hicks, Vice President of Redevelopment Strategies, Mr. Richard Moore Design and Construction Manager and Ms. Cecila Gonzalez Redevelopment Project Coordinator/ Mr. Adam Hicks would be responsible for the management of the contract on behalf of NPHS and would be responsible for the administration duties related to the program. Mr. Richard Moore and Ms. Cecilia Gonzalez would assist Mr. Hicks on administrative and inspection duties related to the program on an as needed basis. In addition, a project assistant will be assigned to assist in the preparation and maintenance of the project files. The resumes of the two staff members are included in the Resumes of Key Personnel section of this document. SCOPE OF SERVICES In the performance of the administration of the program, NPHS will provide staffing and other resources required to perform the items listed in Attachment I of the RFP to include the following: A. Program coordination with Project Manager in Housing Division of the City Manager's Office, or other City designee. Tasks will include but not limited to: • Intake/assessment of eligibility (review applications): Contractor will make initial eligibility determination of applicants based on established City program eligibility criteria and U.S. Department of Housing and Urban Development (HUD) income guidelines and the apparent need for rehabilitation measures to correct relevant housing code or Housing Quality Standard (HQS) deficiencies. Property Inspection: Inspections will take place a minimum of three (3) separate times during the rehabilitation process. Contractor will perform site visits to ascertain that approved and contracted/applicable rehabilitation work is proceeding properly and satisfactorily, will authorize (with the homeowner's written approval, including signature and date) appropriate change orders, and will mediate in the event of owner dissatisfaction with the work done by the subcontractor. The initial property inspection takes place following Consultant's determination of applicant and property eligibility to determine rehabilitation needs for the purpose of the funding recommendation, environmental review and whether or not hazardous materials testing will be necessary. Subsequent inspections take place during the construction phase to verify compliance with contract specifications in order to validate the release of funds from escrow to the contractor. Contractor and the owner will conduct the final inspection upon completion of all work items. 19 KIC Work write-ups: For each eligible unit to be assisted, Contractor will complete a detailed Work Description and Bid Proposal that details the rehabilitation work to be performed, including estimated costs of each activity, materials to be used, and industry or regulatory standards to be met. This write-up will be signed and dated by the Contractor and homeowner. • Solicitation and selection of sub -contractors: Contractor will assist approved homeowners in the identification, proper solicitation, and selection of subcontractors qualified to perform the authorized rehabilitation of eligible housing units in accordance with the requirements of the Community Development Block Grant and HOME Investment Partnership Act programs. Contractor will review work orders/contracts/agreements that homeowners will sign in contracting with subcontractors, and Contractor will assist homeowners in ensuring the description of the work contained in any contracts/agreements/work orders with subcontractors is as accurate as possible. • Loan underwriting: Contractor will order Policy of Insurance of Record Title (PIRT) Policy or State mobilehome title reports from the State Department of Housing and Community Development (as applicable) as well as property appraisals to determine the estimated post -rehabilitation value on units to be assisted with HOME funds. Contractor will also prepare Loan Review Committee (LRC) Report and LRC Agenda & Determination Form as well as schedule and conduct LRC meetings. • Loan document execution: The Contractor shall facilitate the execution of loan documents by the owner and Housing Manager at City offices or at the unit to be assisted. In addition, Contractor shall prepare construction contract and escrow account control instructions; arrange for the City to fund the escrow account, and submit Deed of Trust and Request for Notice to title company for recordation following the three (3) -business day cancellation period. • Approval of subcontractor payments: As rehabilitation progresses and as invoices are submitted by contractors, Contractor will verify that the expenses are reasonable and the work has been completed properly (including sign -off by the.owner), and will submit to City the applicable form(s) executed by Contractor and property owner indicating that the work has been completed and it is satisfactory. This will be City's verification of Contractor approval of subcontractor payment(s). Major tasks will require approval from the City before the Contractor can proceed with work prior to signing a subcontractor contract. • Coordinate with City Staff on invoices, general administrative issues. • Provide public information at the direction of the City. • Provide the City monthly status reports. • Maintenance of case files and other records: For each application, Contractor will 21 maintain case files, including but not limited to application and documentation of eligibility, work write-ups, subcontractor selection criteria, copy of contract/agreement/work order between owner and subcontractor(s), documents on all necessary licenses and permits, site visit/inspection reports (including final inspection), change orders as applicable, and subcontractor invoices for payment (with owner -signed -off). Contractor will also maintain appropriate information on persons residing in the property, including a list or lists identifying persons in the home immediately before the rehabilitation, after rehabilitation completion, and those moving in during rehabilitation (per 24 CFR 570.606 and 24 CFR part 24). Contractor will maintain these and other program and financial records in accordance with CDBG record keeping requirements as specified in the Agreement. B. Coordination with CDBG and HOME Administration processing of subcontractor invoices. Task will include but not limited to: • Monthly monitoring. • Prepare Environmental Review and Assessment. • Prepare/submit request for release of funds and certification. ADDITIONAL SERVICES AVAILABLE In an effort to provide our clients with the flexibility of working with a consultant that offers a wide variety of services, NPHS also offers the following services that may be useful to the City in the implementation of the Owner Occupied Residential Rehabilitation Program: Item Description; Price: Policy of Insurance of Record Title PIRT At cost plus 10% Drive-by Appraisal Services At cost plus 10% (per property to determine compliance with Section 203(b) limit j Preliminary Title Report $500.00 [for $30,000 loan CONFLICT OF INTEREST NPHS, Inc. is not aware of any possible conflict of interest that might limit the projects on which our firm could work. 22 PARTV BUDGET Pricing shall be as set forth below and in accordance with ATTACHMENT II. Included in the Budget are all ordinary and overhead expenses incurred by Contractor and its agents and employees, including meetings with City representatives, and incidental costs incurred in performing under this Agreement. The total compensation for the Scope of Services set forth herein shall not exceed Ninety Thousand Dollars and no/100 cents ($90,000) including all amounts payable to Contractor for its overhead, payroll, profit, and all costs of whatever nature, including without limitation all costs for subcontracts, materials, equipment, supplies, and costs arising from or due to termination of this Agreement. Payment for services will be made monthly on invoices deemed satisfactory to the City, with payment terms of net 30 days upon receipt of invoice. Contractor shall submit invoices within fifteen (15) days from the end of each month in which services have been provided. Contractor shall provide invoices with sufficient detail to ensure compliance to pricing as set forth in this Agreement. The information required may include: date(s) of work, hours of work, hourly rate(s), and material costs. No work shall be performed in connection with this Agreement until the receipt of a signed City of San Bernardino Purchase Order, The Purchase Order number must be included n all invoices along with the City Re resent tiv ' Failure to include this information on the Invoice shall result in the return of the unpai Contractors should submit invoices electronically to: City of San Bernardino City Manager's Office — Housing Division 290 N. D Street San Bernardino, CA 92401 Payment by City under this Agreement shall not be deemed as a waiver of the City's right to claim at a later point that such payment was not due under the terms of this Agreement. Pricing shall remain firm for the entire one (1) year Agreement term. Thereafter, any proposed pricing adjustment for follow-on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. City reserves the right to negotiate any pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows: Los Angeles -Riverside -San Bernardino County, CA; All Items; Not Seasonally Adjusted; annualized change comparing the most recent month's reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor's website at www.bls.gov.) 24 Contractors submitting expense reimbursement requests to the City shall include on their invoices detailed information including description, date of the expense, business purpose and amount. Travel related expenses (including hotels and meals) shall be reimbursed at direct cost, but not to exceed the federal per diem rate as established by the U.S. General Services Administration (www.gsa.gov/perdlem), plus applicable taxes. Contractor shall attach supporting documents substantiating all expenses such as itemized receipts, paid invoices or paid credit card statements (if description has sufficient detail). Any request for travel -related expense reimbursem2ot must be pre- agproved by the City. 25 Exhibit 1 WORKERS' COMPENSATION INSURANCE CERTIFICATION Contract Services Description: WORKERS' COMPENSATION DECLARATION I hereby affirm under penalty of perjury one of the following declarations: (CHECK ONE APPLICABLE BOX BELOVV) ❑ I have and will maintain workers' compensation Insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this Agreement and shall submit insurance certificates evidencing such coverage as set forth herein. ❑ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Bernardino and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker's compensation insurance. I further agree that, If I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions and Immediately furnish Insurance certificates evidencing such coverage as set forth herein. WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND AITORNEY'S FEES. "CONTRACTOR" NEIGHBORHOOD PARTNERSHIP HOUSING SERVICES, INC. "CITY" CITY OF SAN BERN Ilii By: Clemente A uro Mojic President & CEO Address: 9551 Pittsburgh Avenue, Rancho Cucamonga, CA 91730 26 ATTACHMENT 11 SCHEDULE OF HOURLY BILLING RATES Rates are effective as of July 1. 2017 STAFFPERSON Hourly Rate Vice President, Redevelopment Strategies Vice President, Communications $75.00/Hr. Community Lending and Investment Manager $60.00/Hr. Design and Construction Manager $50.00/Hr. Redevelopment Project Coordinator $50.00/Hr. Community Lending and Investment Manager $60.00/Hr. Note: If Neighborhood Partnership Housing Services staff is requested by the City to attend a meeting not considered a part of this proposal or on a day in which a consultant is not scheduled to be on site, the he City shall be billed for the time it takes to drive to and from the City and its corporate office. 27 $75.00/Hr.