2500 - Rio Hondo Community Development Corporation - Operating Expenses CITY OF ROSEMEAD
FISCAL YEAR 2017-2018
OPERATING EXPENSES AGREEMENT
FOR
COMMUNITY HOUSING DEVELOPMENT ORGANIZATION
BY AND BETWEEN
THE CITY OF ROSEMEAD, A California Municipal Corporation
-AND-
THE RIO HONDO COMMUNITY DEVELOPMENT CORPORATION, A California
Public Benefit Corporation
THIS OPERATING EXPENSES AGREEMENT (hereinafter, the "Agreement") is
executed and entered into on this 11th day of July, 2017 by and between the City of
Rosemead, A California Municipal Corporation ("CITY") and the Rio Hondo Community
Development Corporation, A California Public Benefit Corporation ("RHCDC"). CITY
and RHCDC may be referred to collectively as the "Parties" or individually as a "Party."
WHEREAS, CITY has determined that RHCDC is a Community Housing Development
Organization ("CHDO") within the meaning of Section 92.208(a) of Title 24 of the United
States Code of Federal Regulations; and
WHEREAS, Under HOME regulations, the CITY is allowed to use up to five percent of
its annual HOME allocation to enhance a Community Housing Development
Organization's capacity by offsetting operating expenses it incurs (24 CFR § 92.208).
The CITY can commit and expend $2,000 its annual HOME allocation from Fiscal-Year
2017-18, for the payment of operating expenses of the RHCDC as a certified
Community Housing Development Organization. The funds will assist the RHCDC in its
continuing efforts related to ownership, development and sponsorship of affordable
housing projects located within the CITY.
WHEREAS, CITY has elected to allocate Fiscal-Year 2017-18 HOME Investment
Partnerships Program Funds ("HOME Funds") to RHCDC to defray certain costs
incident to the operation of a CHDO as outlined in Section 92.208(a) of Title 24 of the
United States Code of Federal Regulations; and
WHEREAS, CITY has determined that the HOME Funds to be provided to RHCDC
satisfy the requirements and limitations outlined in Section 92.300(e) and (f) of Title 24
of the United States Code of Federal Regulation.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. SCOPE OF OPERATING EXPENSE ACTIVITY
(a) The above recitals are true and correct and hereby incorporated by this
reference.
Catalog orI ederal Domestic Assistance(CI-DA)Number: Id 249
CI DA Title. I IOME Investment Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement—FY 2017-18
Page 2 of7
(b) Level of Assistance: CITY shall provide RHCDC with the sum total of Two
Thousand Dollars & 00/100's ($2,000.00) (hereinafter, the "Funds') to be
utilized for RHCDC's documented Eligible Operating Expenses (budget)
related to the ownership, development and sponsorship of affordable housing
projects located within the City of Rosemead. The Funds shall be derived
from CITY's Fiscal-Year 2017-18 HOME Funds.
(c) Term: This Agreement shall have a term of twelve (12) months from its
effective date. For the purposes of this Agreement, the "effective date" shall
be July 1, 2016.
(d) Eligible Operating Expenses: For the purposes of this Agreement the term
"Eligible Operating Expenses" as defined by Title 24 CFR Section 92.208
means reasonable and necessary costs for the operation of the RHCDC.
Such costs may include:
1. Salaries /wages and other employee compensation for the following:
i) Managing Director, (employee, contract employee,
independent contractor or consultant);
ii) Administrative support (employee, contract employee,
independent contractor, consultant and/or vendor); and
iii) Other employees, contract employees, independent
contractors, consultant and/or vendor essential to carrying out
HOME Investment Partnership Program eligible projects.
2. Board and employee education and training
3. Travel expenses associated with the development of affordable housing
4. Rent and utilities
5. Communication costs
6. Taxes, licenses and related fees
7. Insurance
8. Equipment, materials and supplies
9. Legal, accounting and audit costs
10.Any other reasonable, customary, and documented costs associated with
owning, operating, developing and/or sponsoring HOME Investment
Partnership Program eligible projects
Catalog or federal Domestic Ass[stance((IDA)Number. 14.239
IrDA l isle: Ilobvl Investment Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement—FY 2017-18
Page 3 of 7
SECTION 2. PLACE OF WORK
The Parties understand and agree that RHCDC shall conduct its operations
primarily at RHCDC's offices located 11706 Ramona Boulevard, Suite 107, El Monte,
California 91732, but may, upon request to the CITY, meet with CITY representatives at
the offices of CITY, or such other locations as may be designated by CITY.
SECTION 3. TIME DEVOTED TO WORK
RHCDC agrees to devote such time as is reasonably necessary to develop
affordable housing projects in a timely manner and as requested by CITY.
SECTION 4. METHOD OF PAYMENT
CITY shall provide reimbursement funding to RHCDC up to a maximum payment
of Two Thousand Dollars & 00/100's ($2,000.00) for expenses incurred while working
with the CITY on an affordable housing project. The Funds shall be utilized exclusively
for Eligible Operating Expenses incurred during the FY 2017-18 program year. Funding
requests must be accompanied by a detailed expense report.
SECTION 5. TERMINATION
Either Party may terminate this Agreement with or without cause upon thirty (30)
days prior written notice to the other Party. At such time, CITY shall be entitled to
reimbursement for all unexpended Funds. To this end, RHCDC shall maintain records
of all of its Eligible Operating Expenses and the draw-down of the Funds to pay for such
expenses. CITY shall have a right to review all such records upon forty-eight (48) hours
prior written notice to RHCDC.
SECTION 6. STATUS OF RHCDC
RHCDC has been certified as an eligible Community Housing Development
Organization and complies with all regulations of the federal HOME Investment
Partnership Program relating to CHDO status. The Parties agree that RHCDC, its
officers, employees, agents and/or associates are not employees or agents of the CITY
for any purposes.
SECTION 7, INDEMNIFICATION
RHCDC shall indemnify, defend and hold free and harmless CITY, its officers,
elected officials, employees, agents and volunteers from and against any and all
liability, claims, suits, actions, administrative actions or administrative enforcement
proceedings, fines, penalties, damages or causes of action arising out of (a) any bodily
injury, death, economic loss, or damage to property caused by RHCDC, its officers,
agents, employees, contractors, subcontractors or subconsultants in the performance of
its duties and/or obligations under this Agreement or in the performance of RHCDC's
Catalog or Federal Domestic Assistance((IDA)Nunber. 14 239
CT DA Title. ❑OM F.linesminent Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement—FY 2017-18
Page 4 of 7
housing development activities; (b) the negligent or intentional failure of RHCDC, its
officers, agents, employees, contractors, subcontractors or subconsultants to adhere to
applicable laws in the performance of RHCDC's duties and/or obligations under this
Agreement; (a) any claim employment related claims or suits, including claims or suits
for wrongful termination, harassment and/or unpaid compensation brought by any
agent, employee, volunteer, contractor, subcontractor or subconsultant of RHCDC; and
(d) all other claims connected with RHCDC under this Agreement, including but not
limited to RHCDC's breach of this Agreement. It is understood that the duty of
RHCDC to indemnify and hold harmless includes the duty to defend as set forth in
Section 2778 of the California Civil Code. In the event RHCDC fails to provide such a
defense to CITY, RHCDC shall be liable to CITY for CITY's reasonable attorneys' fees
and costs incurred to defend itself. Acceptance of insurance certificates and
endorsements shall not relieve RHCDC from liability under this indemnification and hold
harmless provision.
SECTION 8. INSURANCE
RHCDC shall procure and, for the duration of this Agreement, maintain the
following policies of insurance:
(a) General Liability Insurance in an amount of not less than One Million Dollars
($1,000,000.00) per occurrence, combined single limit;
(b) Workers' Compensation Insurance as required pursuant to Section 3700 et
seq. of the California Labor Code in the event RHCDC hires employees.
Prior to commencing any work under this Agreement, RHCDC shall deliver to the CITY
such Certificates of Insurance confirming the coverage required by this Agreement and
providing to the CITY, thirty (30) days prior, with written notice of limitation of scope or
coverage, cancellation or termination. The certificates shall name the CITY, its officers,
employees and agents as additional insured.
SECTION 9. NON-DELIGATION OF DUTIEES
CITY agrees to pay for such Eligible Operating Expenses incurred by RHCDC for
work, services, and costs incident to the development of HOME Fund funded affordable
housing projects. Without the prior written authorization of the CITY, no person(s) or
entities, other than RHCDC's officers, agents or employees shall be engaged in such
development activities. The foregoing shall not apply to clerical duties and other like
activities.
Catalog or Federal Domestic Assistance(CF DA)Number: 14 239
CFDA1tile 110ME Investment Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement—FY 2017-18
Page 5 of 7
SECTION 10. NOTICES
Any notice(s) from one Party to another under this Agreement that may be
necessary or convenient under shall be transmitted to a party at the applicable
addresses indicated in this Section 22. Each notice shall bear a date and shall be in
writing and shall be deemed received by the party on the date on which: (1) the notice is
personally served on the party; or (ii) the notice is sent by FAX, and confirmed; (iii) by
deposit within forty-eight (48) hours thereafter into the United States Mail for delivery by
first class postage prepaid of a hard copy of such notice; or (iv) five (5) calendar days
after the notice is deposited into United States Mail as certified mail, return-receipt
requested and postage prepaid.
For the purpose of the Agreement, the following are the mailing addresses to
which notices and other correspondence for each of the Parties:
TO CITY: City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
Attn: Michelle G. Ramirez, Director of Public Works
TO RHCDC: Rio Hondo Community Development Corporation
11706 Ramona Boulevard, Suite 107
El Monte, California 91732
Attn: Ken Ferreira, Executive Director
SECTION 11. INTEGRATION PROVISION
This Agreement constitutes the entire, complete, final and exclusive expression
of the Parties with respect to the matters addressed herein and supersedes all other
agreements or understandings, whether oral or written, or entered into by the Parties
prior to the execution of the Agreement. No statements, representations or other
agreements, whether oral or written, made by any Party, which are not embodied herein
shall be valid or binding. No amendment to, or modification of, this Agreement shall be
valid or binding unless in writing and duly signed and executed by each of the Parties.
SECTION 12. WAIVERS I MODIFICATONS
No waiver of any duty or obligation under this Agreement shall be valid, unless
expressly waived in writing by the Party to whom the duty or obligation is owed. No
alteration, amendment or modification of this Agreement shall be valid or binding,
unless mutually approved by the Parties in writing.
SECTION 13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
Catalog of Federal Domestic Assistance(C PDA Number. 14 239
()IDAale IIOMF Investment Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement—FY 2017-18
Page 6 of 7
SECTION 14. INTERPRETATION
In preparing and executing this Agreement, each of the Parties received the
opportunity to consult with their respective legal counsel. Accordingly, this Agreement,
shall not be in favor of one Party over the other in the event of ambiguity, but instead
shall be interpreted as if both Parties prepared this Agreement together.
SECTION 15. AUTHORITY TO EXECUTE AGREEMENT:
RHCDC warrants, represents and agrees that it has duly approved the execution
of this Agreement and that upon the execution of this Agreement, RHCDC shall provide
CITY with a corporate resolution authorizing the execution of this Agreement on its
behalf under the terms and conditions stated herein. RHCDC's signatory to this
Agreement personally warrants, represents and agrees that he or she is duly authorized
to execute this Agreement on behalf of RHCDC and thereby bind RHCDC to the terms
and conditions contained herein.
IN WITNESS WHEREOF, the CITY and RHCDC have caused this Agreement to
be executed by their duly authorized representatives. This Agreement is effective as of
July 1, 2016.
CITY OF ROSEMEAD RIO HONDO COMMUNITY DEVELOPMENT
�� CORPORATION
BY: ' JSA 2. 'enci.;, BY:
Bill R. Manis Ken Ferrera
City Manager Executive Director
Attest: I
� �jf
By:
Marc Donohue
City Clerk
Approved as to Form:
Rachel Richman
Burke, Williams & Sorensen, LLP
Catalog or redcral Domestic Assistance{EWA)Number: 14239
CFDA Title: HOME Investment Partnerships Program
Rio Hondo Community Development Corporation
Operating Expense Agreement— FY 2017-18
Page 7 of 7
City Attorney
•
Catalpa of Federal Domestic Assistance((I DA)Number: 14.239
CP DA Male: HOM E Investment Partnerships Program