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CC - Item 4D - Allocation of Home CHDO Set Aside0 0 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: OLIVER CHI, CITY MANAGER DATE: SEPTEMBER 25, 2007 SUBJECT: ALLOCATION OF HOME CHDO SET -ASIDE FOR FY 2007 -08 SUMMARY The City of Rosemead receives an annual Home Investment Partnerships (HOME) entitlement grant from the U.S. Department of Housing and Urban Development (HUD) based on the City's population size, number of households living below poverty level and number of sub - standard housing units. Federal regulations specify a 15% set -aside of all HOME funds for private nonprofit organizations, which meet the criteria as Community Housing Development Organization (CHDO)'s. These funds must be used for specific project - related expenses associated with housing to be developed, sponsored, or owned by the organization. This can be housing developed for long -term rental, homeownership, or transitional purposes. Up to 5% of the 15% set -aside may be used for general administrative and operational costs of a CHDO. Typical of many grantees, the City has had difficulty committing HOME funds for a CHDO due to HOME regulations. The HOME regulations are very specific in determining whether an organization qualifies as a CHDO. The applicant must have a demonstrated track record and have true accountability to the communities and residents it serves. This accountability extends to the Board of Directors and requires low- income representation on that Board. Staff is proposing that the City enter into an Agreement with Rio Hondo Community Development Corporation ( RHCDC) outlying the conditions for the production of affordable housing opportunities using the 15% CHDO set -aside funding. This organization meets HUD's requirements for a CHDO by having the required non - profit legal status, mission statement, financial capacity, and organizational makeup of their Board of Directors necessary for CHDO certification. Staff Recommendation Staff recommends the City Council take the following action: 1) Enter into an Agreement with the RHCDC for the production of affordable housing opportunities using the 15% CHDO set -aside funding. ANALYSIS Since fiscal year 1996 -97, the City of Rosemead has received an annual entitlement of HOME Investment Partnership Program grant funds from HUD. The HOME grant can only be used to produce affordable housing opportunities for low and moderate - income households. The HOME grant requires that the City develop a partnership with a CHDO and set -aside not less that 15 %, of each year's allocation, for a CHDO to sponsor or develop affordable housing. The HOME funds must be committed within 24 months, otherwise, unused funds must be returned to HUD. The City's HOME grant letter of credit has accumulated approximately $490,857 in funding reserved for a CHDO to serve our commupiry. APPROVED FOR CITY COUNCIL AGENDA: �� 0 0 City Council Report September 25, 2007 Paqe 2 of 2 The RHCDC is a non - profit affordable housing and community economic developer, having experience with HOME funded project with the City of El Monte. RHCDC is engaged in developing affordable homeownership opportunities and purchasing and rehabilitating "at- risk" rental properties for very low and low- income resid ents. RHCDC also seeks to develop or foster community economic development projects and initiatives that benefit low- income indiv iduals, especially those individuals with limited or no job training or experience. Under the Agreement, RHCDC would have HOME funds available to them to develop affordable housing projects in the City for low and moderate - income households. The HOME funds allotment would be restricted to projects involving: (1) the acquisition and rehabilitation of existing substandard single - family housing units for resale to first -time homebuyers; (2) new construction of single - family housing units for sale to first -time homebuyers; (3) the acquisition and rehabilitation of substandard multi - family rental properties; or (4) new construction of multi - family rental properties. They will be responsible for finding appropriate properties and submitting a detailed project proposal for City Council approval and a commitment of HOME funds. RHCDC will have 24 months to propose a project(s) and obligate their allotment of HOME funds. A 30 -day termination provision is included in the Agreement providing the flexibility to adjust HOME allotments and or adding a different CHDO if the opportunity arises. FISCAL IMPACT The Home grant requires a specific amount of set aside for CHDOs, and these funds must be used by these entities or returned to the Department of Housing and Urban Development. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: q% 9. &W�� Michelle G. Ramirez Economic Development Ad strator ty Development Director Attachment A — CHDO Agreement AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND RIO HONDO COMMUNITY DEVELOPMENT CORPORATION RESERVING HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS This Agreement, entered this 25'h day of September, 2007, is made by and between the CITY OF ROSEMEAD, hereinafter referred to as "CITY ", and the RIO HONDO COMMUNITY DEVELOPMENT CORPORATION a non - profit corporation, hereinafter referred to as " RHCDC" . The parties hereto agree as follows: WHEREAS, the CITY has entered into an Agreement to receive funds under the HOME Investment Partnerships Program (hereinafter called the "HOME" Program) from the US Department of Housing and Urban Development (hereinafter called "HUD "); and WHEREAS, the CITY has set aside a portion of its HOME Program funds for community housing development organizations (CHDOs) in accordance with the National Affordable Housing Act of 1990, as amended, (hereinafter called the "ACT "); and WHEREAS, the RHCDC has been certified with the CITY as a community housing development organization or CHDO pursuant to HUD rule 24 CFR Part 92 which sets forth regulations to implement the HOME Program; and WHEREAS, the CITY desires to engage the RHCDC to render certain assistance as an owner, sponsor or developer of housing in conformance with 24 CFR Part 92; NOW, THEREFORE, the parties hereto do hereby agree as follows: A. USE OF HOME FUNDS: Section 1. The RHCDC shall propose projects which meet HOME requirements and conform to the CITY's Consolidated Plan which includes the following activities: (1) the acquisition and rehabilitation of existing substandard single - family housing units for resale to first -time homebuyers; (2) new construction of single - family housing units for sale to first -time homebuyers; (3) the acquisition and rehabilitation of substandard multi- family rental properties; or (4) new construction of multi - family rental properties. Section 2. The CITY, at its discretion, shall allocate HOME funds to the RHCDC including all or any part of any CHDO set -aside, in amounts determined appropriate by the CITY to best meet HOME Program objectives. 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 2 of 18 Section 3. Under HUD guidelines, the allocation of HOME funds to a RHCDC may take one or more of these forms: project assistance (interest bearing loans, no interest bearing loans, deferred payment loans, advances, interest subsidies, grants as well as direct equity investments); operating subsidies; and development assistance (technical assistance, site control loans or seed money loans). Section 4. All proposals for projects shall be submitted by RHCDC in writing, with a detailed budget and a description of how the proposed project qualifies for HOME funding and/or meets objectives for the use of HOME funds. The City Council may approve such projects and allocate funding for such projects in the City Council's sole and absolute discretion, pursuant to HOME guidelines and requirements. Any and all administrative, staff or other costs incurred by RHCDC in investigating, preparing and proposing projects shall only be reimbursable if the project is approved by the City Council, and then only to the extent allowed by HOME guidelines and requirements. Any projects approved by the City Council must adhere to HOME guidelines and requirements and the terms of this Agreement and RHCDC's agreement to such guidelines, requirements and terms shall be memorialized in writing as either an addendum or separate agreement at the City's election. Section 5. The RHCDC shall perform the projects or tasks related to its allocation of HOME funds according to the schedule and within the budget submitted as a part of the annual application process. B. AFFORDABILITY: Section 1. The RHCDC shall ensure that housing it assists with HOME funds meets the affordability requirements of 24 CFR Parts 92 or 94, as applicable. Section 2. The RHCDC shall repay its award of HOME funds in full to the CITY if the housing does not meet the affordability requirements for the specified time period. Section 3. If the RHCDC is undertaking rental projects, the RHCDC shall establish affordable initial rents and procedures for rent increases. Section 4. If the RHCDC is undertaking homeownership projects for sale to homebuyers, the RHCDC shall set forth resale or recapture requirements that conform to 24 CFR Part 92.254(a). 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 3 of 18 C. PROJECT REQUIREMENTS: Section 1. The RHCDC shall comply with project requirements specified in 24 CFR subpart F, as applicable in accordance with the type of project assisted. Section 2. The amount of HOME funds the RHCDC may invest on a per -unit basis in affordable housing may not exceed the per -unit dollar limits established by HUD and further defined in 24 CFR -92, Section 92.250. D. PROPERTY STANDARDS: Section 1. The RHCDC shall ensure that the housing meets the property standards in 24 CFR 92.251 and the lead based paint requirements in 24 CFR 92.355 upon project completion. Section 2. The RHCDC shall maintain rental housing in accordance with the standards in 24 CFR 92.251 for the duration of the affordability period. E. FEDERAL REQUIREMENTS Section 1. The RHCDC also agrees to carry out all activities in compliance with all federal laws and regulations as follows: (A) The RHCDC will comply with the requirements of the Flood Disaster Protection ACT of 1973 (42 U.S.C. 4001 -4128) and the Coastal Barrier Resources Act (16 U.S.C. 3601). (B) The RHCDC will comply with the provisions of the National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321), and applicable related environmental authorities at 24 CFR Par 50.4, and HUD's implementing regulations at 24 CFR Part 50. (C) The RHCDC will comply with the requirements of the Fair Housing Act (42 U.S.C. 3601 -19) and implementing regulations at 34 CFR Part 100, Part 109, and Part 110; executive Order 11063 (Equal Opportunity in Housing) and implementing regulations at CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) (Nondiscrimination in Federally Assisted Programs) and implementing regulations issued at 24 CFR Par 1, and will affirmatively further fair housing. 0 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 4 of 18 (D) The RHCDC will comply with the Age Discrimination Act of 1975 (42 U.S.C. 6101 -07) and implementing regulations at 24 CFR Par 146, which prohibits discrimination because of age in programs and activities receiving Federal financial assistance. (E) The RHCDC will comply with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, and with implementing regulations at 24 CFR Part 8, which prohibit discrimination based on handicap in Federally- assisted and conducted programs and activities. (F) The RHCDC will comply with Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C.)(1701u)(Employment Opportunities for Lower Income Persons in Connection wit Assisted Projects), and with implementing regulations at 24 CFR 135. (G) The RHCDC will comply with the requirements of Executive Order 11246 (Equal Employment Opportunity) and the regulations issued under the Order at 41 CFR Chapter 60. (H) The RHCDC will comply with Executive Orders 11625, 12432, and 12138, which state that program participants shall take affirmative action to encourage participation by minority and women -owned business enterprises. (I) The RHCDC will comply with the policies, guidelines, and requirements of OMB Circular Nos. A -87 (Cost Principles Applicable to Grants, Contracts and Other Agreements with State and Local Governments), 24 CFR Par 85 (Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments), A -110 (Grants and Cooperative Agreements with Institutions of Higher Education, Hospitals, and Other Non - profit Organizations), A -122 (Cost Principles Applicable to Grants, Contracts and Other Agreements with Non - profit Institutions), and audit requirements described in OMB Circular A -128 implemented at 24 CPR Part 44 and OMB Circulars A -133 (Audits of Institutions of Higher Learning and Other Non - profit Institutions). (J) The RHCDC will provide a drug -free workplace in accordance with the Drug -Free Workplace Act of 1988 and HUD's implementing regulations at 24 CFR Part 34, Subpart F. 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 5 of 18 (K) The RHCDC will comply with the requirements of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821, et seq.) and implementing regulations at 24 CFR Part 35. (L) The RHCDC will ensure that person(s) displaced from his or her dwelling as a direct result of RHCDC housing development activities will receive benefits in compliance with the Uniform Relocation Act. (M) The RHCDC will ensure that no federally appropriate funds have been paid or will be paid by, or on behalf of the undersigned, for lobbying the Executive or Legislative Branches of the Federal Government. (Refer to the government -wide common rule governing the restrictions of lobbying, published as an interim rule on February 25, 1990 (55 F.R. 24540). (For HUD, this rule is found at 25 CFR part 87). (N) The RHCDC and its principals: (a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or involuntarily excluded from covered transactions (see 24 CFR 24.110) by any Federal department or agency; (b) have not, within a three -year period preceding this application, been convicted of or had a civil judgment rendered against them for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) are not presently indicated for otherwise criminally or civilly charged by local governmental entity (Federal, State or local) with commission of any of the offenses enumerated in (b) of this certification; and (d) have not within a three -year period preceding this application had one or more public transactions (Federal State, or local) terminated for cause or default. Where the RHCDC is unable to certify to any other statements in this certification, such entity shall attach an explanation behind this page. (0) The RHCDC will comply with State and local codes and ordinances and other applicable laws. (P) The RHCDC will comply with the Davis -Bacon Act (40 U.S.C. 276 a -5) involving projects with 12 or more units assisted with HOME funds and Section 92.354. (Q) The RHCDC agrees to comply with HOME regulations 24 CFR, Part 92 as applicable, and any amendments hereafter to the HOME regulations and/or City program guidelines. Rio Hondo Community DevTopment Corporation • Community Housing Development Organization Page 6 of 18 F. AFFIRMATIVE MARKETING: Section 1. If a project contains five (5) or more HOME assisted units, the RHCDC must take full responsibility for affirmatively marketing the housing. Section 2. Affirmative marketing steps shall consist of actions to provide information and otherwise attract eligible persons in the housing market to the available housing without regard to race, color, national origin, sex, religion, familial status or disability. G. RECORDS AND REPORTS: Section 1. The RHCDC shall maintain and, at reasonable times and places, make available to the CITY such records and accounts, including property, personnel, and financial records, the CITY and/or State and Federal agencies deem necessary to assure a proper accounting for all HOME Program funds. Section 2. The RHCDC shall provide the CITY with information necessary for it to complete the Consolidated Annual Performance and Evaluation Review report and other reports required by HUD. Section 3. The RHCDC shall provide an annual audit report performed in compliance with OMB Circular A -133. Section 4. The RHCDC shall allow the CITY to conduct monitoring and evaluation activities as determined necessary by the CITY and HUD. Section 5. The RHCDC shall keep a fully executed copy of this Agreement and a copy of the HOME regulations on file in their place of business at all times. Section 6. The RHCDC shall keep all documents used to determine their status as a Community Housing Development Organization as defined under 24 CFR Part 92 current and available for inspection by the CITY for the duration of this Agreement. H. ENFORCEMENT OF THE AGREEMENT: Section 1. The RHCDC shall provide a means of enforcement of the affordable housing requirements that may include liens on real property, deed restrictions or covenants running with the land. Section 2. The affordability requirements on rental housing in 24 CFR 92.252 must be enforced by deed restrictions. 0 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 7 of 18 Section 3. As specified above, the RHCDC shall repay its award of HOME funds in full to the CITY if the housing does not meet affordability requirements for the specified time period. I. REQUESTS FOR DISBURSEMENT OF FUNDS: Section 1. The RHCDC shall request disbursements of HOME Program funds only at the time funds are needed to pay eligible costs. (Requested funds are limited to the amount needed to cover these costs and which can be expended within 10 days from the date funds are disbursed to the CITY from the US Treasury.) Section 2. From time to time, but not more than once each month, the RHCDC may submit to the CITY a request for reimbursement of operating expenses for the preceding calendar month, if applicable. Section 3. The CITY shall reimburse the RHCDC in an amount approved by the CITY within fifteen (15) calendar days after receipt of a request for reimbursement, except for conditions beyond the CITY's control. Section 4. For reimbursement of indirect costs, the RHCDC shall have on file a cost allocation plan approved by the CITY. Section 5. The sum total of the RHCDC reimbursement request during a given year shall not exceed the required 15% CHDO set -aside funding for any HOME grant unless otherwise agreed upon and approved by the CITY. Section 6. The RHCDC shall maintain and make available, when requested, support documentation for all expenditures. J. DURATION OF THE AGREEMENT: Section 1. This Agreement shall be effective on the date of execution and shall remain in effect during the period of affordability required by the Act under 24 CFR Part 92. Section 2. The Agreement and the provisions herein may be extended to cover any additional time period during which the RHCDC remains in control of HOME funds or assets, including program income. 0 Rio Hondo Community Development Corporation Community Housing Development Organization Page 8 of 18 K. CONDITIONS FOR RELIGIOUS ORGANIZATIONS: Section 1. If applicable, the RHCDC must meet conditions and limitations for use of HOME funds involving a primarily religious entity. Section 2. The conditions are specified in 24 CFR Part 92.257. L. COMMUNITY HOUSING DEVELOPMENT ORGANIZATION PROVISIONS: Section 1. If the RHCDC should receive HOME funds only for operating expenses provided under 24 CFR 92.208, the RHCDC may expect to receive project funding within 24 months of receiving HOME funds for those operating expenses. (Such operating expenses are limited to costs associated with HOME- eligible activities.) Section 2. If the RHCDC should receive project — specific development assistance (technical assistance and site control loans or seed money loans), that assistance is limited by provisions under 24 CFR 92.301. Section 3. The RHCDC shall notify the CITY in writing of any changes in its 501 (c)(3) tax exempt status during the specified period of affordability, or any other change that alters the organization's certification as a RHCDC under 24 CFR Part 92. M. PROGRAM INCOME DISPOSITION: Section 1. The RHCDC may retain any proceeds resulting from the RHCDC's investment of its set -aside funds. Section 2. As such, the proceeds are not HOME program income and, therefore, are not subject to HOME requirements except those stated below. Section 3. The RHCDC must use any proceeds for HOME- eligible activities similar to those for which the allocation of HOME funds was originally made. N. CONFLICT OF INTEREST: Section 1. No employee, agent, consultant, officer, elected official or appointed official of the CITY of Rosemead who has responsibilities related to the HOME Program or access to "inside" information concerning said program shall obtain a financial benefit or interest from any HOME Program activity for themselves or those with whom they have family or business ties during their tenure or for one year thereafter. Rio Hondo Community Devel ent Corporation • Community Housing Development Organization Page 9 of 18 Section 2. The RHCDC shall make a good faith effort to assure that this provision is not violated, and that any suspected violations are promptly reported to the CITY. O. DEFAULT: Section 1. It is expressly agreed and understood that the RHCDC's designation as a RHCDC shall become null and void, at the CITY's option, in the event the RHCDC fails to meet one or more of the criteria for RHCDC designation and/or fails to develop, sponsor, or own one or more housing projects in conformance with 24 CFR Part 92. Section 2. The CITY shall notify the RHCDC in writing of any such default under this Agreement. Section 3. The RHCDC shall have sixty (60) days after receipt of the written notice of default within which to cure such a default. Section 4. The RHCDC agrees to repay, remit or return to the CITY any amount of unspent HOME funds provided to the RHCDC in the event of a default under the terms of this Agreement. P. SUSPENSION OR TERMINATION: Section 1. Either party may terminate this Agreement at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination. Section 2. The CITY may also suspend or terminate this Agreement, in whole or in part, if the RHCDC materially fails to comply with any term of this agreement, or with any of the rules, regulations or provisions referred to herein or announced by HUD. Section 3. In the event there is probable cause to believe the RHCDC is in noncompliance with any applicable rules or regulations, the CITY may withhold said HOME funds until such time as the RHCDC is found to be in compliance by the CITY, or is otherwise determined to be in compliance. Section 4. The CITY shall advise the RHCDC in writing what action(s) must be taken for resumption of payments. Rio Hondo Community Development Corporation • Community Housing Development Organization Page 10 of 18 Section 5. If this Agreement is terminated as provided herein, CITY may require RHCDC to provide all finished or unfinished Documents and Data and other information of any kind prepared by RHCDC in connection with the performance of Services under this Agreement. RHCDC shall be required to provide such document and other information within fifteen (15) days of the request. Section 6. In the event this Agreement is terminated in whole or in part as provided herein, CITY may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Q. HOLD HARMLESS: Section 1. The CITY shall not be liable for any and all claims, actions, suits, charges, and judgments whatsoever arising out of the performance or nonperformance of this Agreement by the RHCDC, its employees, officers or agents. Section 2. The RHCDC shall hold harmless, defend and indemnify the CITY, its officers, agents and employees from all such claims, actions, suits, charges, and judgments under this Agreement. R. INSURANCE. Section 1. The RHCDC shall not commence Work under this Agreement until it has provided evidence satisfactory to the CITY that it has secured all insurance required under this section. In addition, RHCDC shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the CITY that the subcontractor has secured all insurance required under this section. Section 2. The RHCDC shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the RHCDC, its agents, representatives, employees or subcontractors. The RHCDC shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation Rio Hondo Community Devel ent Corporation • Community Housing Development Organization Page I I of 18 and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. RHCDC shall maintain limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be $3,000,000; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. Section 3. The insurance policies shall contain the following provisions, or RHCDC shall provide endorsements on forms supplied or approved by the CITY to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or operations performed by or on behalf of the RHCDC, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the RHCDC's scheduled underlying coverage. Any insurance or self - insurance maintained by the CITY, its directors, officials, officers, employees, agents and volunteers shall be excess of the RHCDC's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the RHCDC or for which the RHCDC is responsible; and (2) the insurance coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the RHCDC's scheduled underlying coverage. Any insurance or self - insurance maintained by the CITY, its directors, officials, officers, Rio Hondo Community Development Corporation • Community Housing Development Organization Page 12 of 18 employees, agents and volunteers shall be excess of the RHCDC's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the RHCDC. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the CITY, its directors, officials, officers, employees, agents and volunteers. Section 4. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the CITY, its directors, officials, officers, employees, agents and volunteers. Section 5. Any deductibles or self - insured retentions must be declared to and approved by the CITY. RHCDC shall guarantee that, at the option of the CITY, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the CITY, its directors, officials, officers, employees, agents and volunteers; or (2) the RHCDC shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. Section 6. Insurance is to be placed with insurers with a current A.M. Best's rating no less than AXIII, licensed to do business in California, and satisfactory to the CITY. Section 7. The RHCDC shall furnish CITY with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the CITY. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates and endorsements must be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. Rio Hondo Community Development Corporation Community Housing Development Organization Page 13 of 18 S. AMENDMENTS: Section 1. The CITY or the RHCDC may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, are executed in writing, and signed by a duly authorized representative of both organizations. Section 2. Such amendments shall not invalidate this Agreement, nor relieve or release the CITY or RHCDC from its obligations under this Agreement. Section 3. The CITY, may at its discretion, amend this Agreement to conform with Federal, State or local government guidelines, policies and available funding amounts, or for other reasons. T. MISCELLANEOUS PROVISIONS: Section 1. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RHCDC: President Rio Hondo Community Development Corporation 11401 Valley Boulevard, Suite 201 El Monte, California 91731 CITY: Director, Department of Community Development CITY of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 Attn: CDBG Administration Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. Section 2. This Agreement creates a non - exclusive and perpetual license for CITY to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, Rio Hondo Community Development Corporation Community Housing Development Organization Page 14 of 18 including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by RHCDC under this Agreement. The RHCDC shall require all subcontractors to agree in writing that CITY is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. The RHCDC represents and warrants that RHCDC has the legal right to license any and all Documents & Data. The RHCDC makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than RHCDC or provided to RHCDC by the CITY. CITY shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at CITY's sole risk. Section 3. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to RHCDC in connection with the performance of this Agreement shall be held confidential by RHCDC. Such materials shall not, without the prior written consent of CITY, be used by RHCDC for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to RHCDC which is otherwise known to RHCDC or is generally known, or has become known, to the related industry shall be deemed confidential. RHCDC shall not use CITY's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY. Section 4. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. Section 5. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. Section 6. RHCDC shall defend, indemnify and hold the CITY, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of RHCDC, its officials, officers, employees, agents, RHCDC's and contractors arising out of or in connection with the Rio Hondo Community Devel ent Corporation • Community Housing Development Organization Page 15 of 18 performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. RHCDC shall defend, at RHCDC's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against CITY, its directors, officials, officers, employees, agents or volunteers. RHCDC shall pay and satisfy any judgment, award or decree that may be rendered against CITY or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. RHCDC shall reimburse CITY and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. RHCDC's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its directors, officials, officers, employees, agents or volunteers. Section 7. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. Section 8. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Section 9. This Agreement shall be binding on the successors and assigns of the Parties. Section 10. RHCDC shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the CITY. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Section 11. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to RHCDC include all personnel, employees, agents, and subcontractors of RHCDC, except as otherwise specified in this Agreement. All references to CITY include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. Rio Hondo Community Devel ent Corporation • Community Housing Development Organization Page 16 of 18 Section 12. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. Section 13. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Section 14. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Section 15. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Section 16. RHCDC maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for RHCDC, to solicit or secure this Agreement. Further, RHCDC warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for RHCDC, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from. the award or making of this Agreement. RHCDC further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the CITY's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Section 17. RHCDC represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. RHCDC shall also comply with all relevant provisions of CITY's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. Section 18. By its signature hereunder, RHCDC certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in Rio Hondo Community Devel ent Corporation • Community Housing Development Organization Page 17 of 18 accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Section 19. RHCDC has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Section 20. This Agreement may be signed in counterparts, each of which shall constitute an original. U. SUBCONTRACTING. Section 1. RHCDC shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of CITY. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. IN WITNESS WHEREOF, the CITY and RHCDC have executed this Agreement on the date first herein above written. CITY OF ROSEMEAD RIO HONDO COMMUNITY DEVELOPMENT CORPORATION BA John Tran MAYOR Attest: 10 Nina Castruita CITY CLERK um Rio Hondo Community Delpopment Corporation • Community Housing Development Organization Page 18 of 18 Approved as to Form: Joe Montes CITY ATTRONEY