RESOLUTION NO. 23-37
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute A Professional Services Contract With Hello Housing To Provide Assistance To The City’s Affordable Homeownership And Rental Programs For A Term Of Three Years From April 5, 2024 To March 30, 2026 For A Total Contract Amount Not To Exceed $740,256
WHEREAS, it is a goal of the City Council to create and preserve affordable housing in Emeryville; and
WHEREAS, the City of Emeryville has assumed a portfolio of affordable housing assets in its capacity as Housing Successor to the former Emeryville Redevelopment Agency; and
WHEREAS, the management of affordable housing assets includes transactional support of resales of affordable units, processing requests for loan payoffs and subordinations, ensuring annual regulatory compliance throughout the rental and homeownership portfolios, and responding to inquiries from program participants and other interested parties; and
WHEREAS, the City requires assistance with the asset management and public information tasks related to its affordable homeownership and rental programs; and WHEREAS, the City released a Request for Proposals for Affordable Housing Program Assistance on January 13, 2023 (the “RFP”) to find a consultant with specialized knowledge, skills, and training necessary to render these services to the City; and WHEREAS, Hello Housing (the “Consultant”) submitted a response to the RFP and, on the basis of the Consultant’s submittal, City staff determined Consultant to be qualified to render such services; and
WHEREAS, the City desires to enter into a Professional Services Contract with the Consultant for the provision of services in support of the City’s affordable housing programs; and
WHEREAS, the public interest will be served by this Professional Services Contract; now, therefore, be it
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute a Professional Services Contract with Hello Housing in substantial form as attached hereto as Exhibit A to provide assistance to the City’s affordable housing programs for the period April 5, 2023 to March 31, 2026 for a total contract amount notto-exceed $740,256, and be it further RESOLVED, that the City Council hereby authorizes the City Manager to execute amendments to the Professional Services Contract with Hello Housing as may be DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 Resolution No. 23-37
Affordable Home Ownership and Rental Program Services Contract City Council Meeting | April 4, 2023
necessary to deliver affordable housing assistance services for the City provided such amendments do not materially increase the City’s obligations thereunder.
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, April 4, 2023, by the following vote:
AYES: 5
Mayor Bauters, Vice Mayor Welch and Council Members Kaur, Mourra and Priforce
NOES: 0
ABSTAIN: 0
ABSENT: 0
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83
CALIFORNIA
PROFESSIONAL SERVICES CONTRACT
FOR CITY USE ONLY
Contract No. CIP No.
Resolution No. Project No.
REV09/2022 | N:\City_Clerk\Public\Contracts & Agreements\Professional Services Contract THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and HELLO HOUSING (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
WITNESSETH THAT
WHEREAS, the City desires to engage Contractor for Affordable Housing Program Assistance; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on MARCH 31, 2026. The Parties may, by mutual, written consent, extend the term of this Contract.
Exhibit A
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed SEVEN HUNDRED
FORTY THOUSAND TWO HUNDRED FIFTY SIX DOLLARS AND ZERO CENTS ($740,256.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost. Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden. Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor 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 Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.
4.13 City Labor Requirements
4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is ; required /
not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.
4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $17.48 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4.14 California Labor Requirements
4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Charles Harris for the City and Jennifer Duffy for the Contractor:
CITY CONTRACTOR
Charles Harris
Phone No: 510-596-4354
E-Mail : [email protected]
Jennifer Duffy
Phone No: 415-828-4362
E-Mail : [email protected]
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Charles Bryant, Community Development
Director
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4361
E-Mail : [email protected]
with a copy to:
Charles Harris, Community & Economic
Development Coordinator II
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4354
E-Mail : [email protected]
Jennifer Duffy, President
121 San Anselmo Ave, #2440
San Anselmo, CA 94979
Phone No: 415-828-4362
E-Mail : [email protected]
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract 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.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required /
; not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Professional Services Contract REV09/2022
19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: HELLO HOUSING
(Signature)
Jennifer Duffy, President
Attach:
W-9 Form
Attach:
Business License Certificate
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 b. Workplan
Hello Housing’s approach to managing Below Market Rate (BMR) Programs is to Simplify, Serve and Sustain.
SIMPLIFY We invest heavily in setting up programs for success. We create custom webpages for each program we manage that clarify program guidelines and provide downloadable access to key forms for program applicants and participants. We scan files into an archival PDF for efficient reference by staff. We enter key data into Homekeeper, our webbased Salesforce database, providing staff and our partners with homebuyer details and transparent program-wide reporting at the touch of a button.
SERVE BMR programs are nuanced and there can be a great deal of confusion among BMR program participants, especially when oversight has been inconsistent. This lack of clarity creates stress for the owner and presents real challenges for cities charged with serving their citizens.
We provide relief to jurisdictions by educating BMR program participants about ongoing program requirements, helping renters qualify for units, guiding owners through the refinance and resale process, and providing active management when something goes wrong.
SUSTAIN Hundreds of millions of taxpayer dollars have been invested into affordable homeownership and rental programs in California. Like any investment, active management is necessary to reduce the risk of loss or abuse. Without the dedicated support of people who truly understand the program, owners of Below Market Rate homes may lose their home to foreclosure, ending up worse off than when they started, or they may over-encumber their home, putting the asset at risk. Renters whose incomes have risen and no longer qualify for lower rents diminish the impact of the program by being allowed to stay in a BMR units. At a time when the number of displaced households and the demand for affordable housing are both high and rising, the protection and preservation of BMR portfolios is paramount. Hello Stewardship follows national best practices to ensure this housing stock is safeguarded and affordable for future generations.
By providing active, professional, and affordable administration of Below Market Rate ownership and rental programs, Hello Stewardship helps jurisdictions achieve their program goals within a context of limited resources. When managed well, BMR programs create real opportunities for low- and moderate-income families to establish housing security and economic sustainability. In the case of BMR homeownership, homebuyers can build equity and avoid the displacement pressures of the rental market while also saving money to enter the conventional homebuyer market.
As the current third-party administrator of the City’s Affordable Housing Program Assistance, there is no cost or time lost in onboarding the Program, allowing this initial investment made by the City in 2019 to continue to leverage active support. The following represents Hello Housing’s implementation plan, which would commence immediately upon the execution of a contract.
Task 1 Public Information and Program Administration
1.1 Public Information
Hello Housing will respond to all program inquiries, maintain up-to-date webpages, advertise the BMR program, maintain an interest list of buyers, and refer potential renters to property managers. Hello Housing will facilitate lender and real estate agent education on the BMR Program requirements. Hello
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 Exhibit A Housing will offer translation services in Spanish, as needed, and assist City staff on program-related matters. Hello Housing will maintain relationships with local homebuyer counseling agencies for preand post-purchase counseling referrals and support the City's affordable housing programs by directing calls and working with non-profit organizations that provide emergency mortgage and rental assistance.
1.2 Records Management
The Program Manager will facilitate a weekly meeting with City staff to review key program communications and the status of activities utilizing a transparent, online tracking system shared with City staff. This shared system tracks pending resale transactions through all phases, loan subordinations, and loan payoff closing dates. Data fields include loan type, borrower info, fees paid, payoff amount, and the collection of recorded closing documentation. This information is also shared with the City finance team for ongoing coordination and record reconciliation. Hello Housing will also provide a monthly report summarizing program activity, including: the number of resales in progress and closed, all fees and loan payoffs associated with resales and refinances, number of applications reviewed, income verifications conducted, trainings provided, rental development audits completed, loan volume by status (requested, approved, funded, or denied), and loan subordinations completed.
The Program Manager also tracks annual and semi-annual rental monitoring responses, compliance timelines, compliance issues and training needs. This information provides a point-in-time overview for City staff and allows the Hello Housing team to efficiently identify problem areas requiring further engagement.
The Emeryville participant files have been fully digitized and key data has been entered into our Homekeeper database, allowing Hello Housing to run various reports central to the portfolio.
Executed Loan documents, recorded documents, monitoring responses, income verifications, applications, Affordable Housing Agreements, marketing materials, participant correspondence, and income calculations are digitized and maintained for each unit, participant, and rental development.
1.3 Affordable Homebuyer and Rental Guidelines
Hello Housing will review the City’s applications, procedures, and guidelines and suggest modifications that are in line with industry best practices. Hello Housing will interview City staff to understanding pain points and areas of weakness of the Program to find solutions and refine or enhance the affordable housing program. Hello Housing will draft revisions and updates to procedures and guidelines for review by City legal counsel and the Community and Economic Development leadership team.
Task 2 Asset Management – Affordable Homebuyer Programs & Rehab Program
2.1 Loan Portfolio Management
Hello Housing will provide information and answer questions from owners and lenders regarding capital improvements, payoffs, and refinances. The company will provide information on acceptable first loan products for a refinance, the required documentation needed to process a request for subordination or a payoff, and timeline expectations for both lenders and owners. The company will coordinate with the title company and first lender for access to preliminary title reports and loan terms to review and confirm that the refinance meets program guidelines. Once our review is complete and the request is approved, Hello Housing will prepare the subordination agreement, escrow instructions, and all other required City documents for signature. We will follow up with the title company on close of escrow, and we will track the status of the City’s receipt of copies of recorded documents and update physical and digital files accordingly. Hello Housing will provide explicit instructions on how program participants can request capital improvement credit, payoff demand support, reconveyance/quitclaims or subordinations.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83
2.2 Owner Occupancy Monitoring
Hello Housing will annually send up to four letters to BMR homeowners and borrowers requesting verification of occupancy and any other compliance requirements of the program, such as insurance.
Hello Housing will perform a review of the liens recorded on title to identify any new liens or title transfers that are unpermitted. Upon completion of annual monitoring and compliance, Hello Housing will provide the City with a monitoring report summarizing the findings and list detailed information regarding nonresponders or non-compliant responders, as well as any findings that may indicate financial hardship that, if not monitored closely, could lead to foreclosure putting the City loan or BMR unit at risk.
Outreach to homeowners identified as having compliance issues will take place during the monitoring process with actionable steps necessary to resolve the potential concerns. All homeowners identified as experiencing financial challenges (late on HOA or mortgage payments) will be referred to agencies and/or programs in place to support their needs. All monitoring results will also be tracked in our Homekeeper database. Should the City decide to pursue action in cases of non-compliance, Hello Housing can provide enforcement services including analyzing City buy-back options, initiating foreclosure proceedings on behalf of the City, and preparing mitigation plans to allow owners to reestablish compliance with the program requirements.
Task 3 Loan Closings – FTHB Homebuyer Loan Program
3.1 First Time Homebuyer Application Processing
Hello Housing will collect applications for First Time Homebuyer applicants and is prepared to establish a lottery for a transparent selection process. Hello Housing will compile all complete applications, including all required supporting documentation, in a document stacking order and underwrite for program eligibility. Upon completion, an organized file with an eligibility calculation spreadsheet and eligibility summary will be provided to the City for ease of approval or disqualification. Hello Housing will draft the conditional approval letter or disqualification letter for City signature and transmit to the applicant. The Program Manager will work directly with the applicant, their real estate agent, lender and/or mortgage broker, and the selected escrow officer throughout the application period to ensure a smooth close of escrow.
3.2 FTHB Loan Closing
Hello Housing will collect and review the purchase contract, preliminary title report, 1st lender’s 1003 and 1008 to determine the 1st mortgage and property meet program guidelines. Upon approval, Hello Housing will draft a Promissory Note, Deed of Trust, Escrow Instructions, Request for Notice of Default and any other associated program documents. Hello will route documents for signature with the City and coordinate delivery into escrow. Clear communication about the loan closing requirements will be provided and adhered to throughout the transaction. Hello Housing will coordinate escrow to ensure a smooth closing and that funds are wired at the appropriate time. Upon closing, Hello will save original documents, update the Homekeeper database for future management, and track funds available for use.
Task 4 Affordable Ownership Housing Program
4.1 BMR Resale Management
Hello Housing will coordinate with BMR homeowners interested in selling their BMR unit. As part of a first step in the resale process, we will provide estimated resale calculations, information on market conditions, and documentation about the resale requirements. Upon receipt of a Notice of Intent to
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 sell, the Program Manager will coordinate with the City inspector and perform a site inspection, review all pest and inspection reports, and identify any repairs needed before listing the home for sale. Hello Housing will calculate the restricted resale price in accordance with the City’s agreements and forward the approval package to the City. Upon approval, the Program Manager will coordinate with the listing agent, the lender, and the escrow officer and will provide educational materials about program requirements, a responsibility matrix, marketing guidelines, and escrow requirements. Hello Housing will prepare marketing materials and advertise the home to the maintained interest list for the City of Emeryville, as well as Hello Housing’s Stay Connected e-newsletter, which is sent to over 9,800 aspiring first time homebuyers interested in learning about housing opportunities in the City of Emeryville. Ongoing coordination and communication with the applicant and the transaction team will take place throughout the escrow period, and issues that arise will be addressed and resolved prior to closing timelines to ensure a smooth closing process.
4.2 Purchase Eligibility Review
The Program Manager and the Loan Underwriter and Compliance Specialist will review the purchaser’s application and supporting documentation to ensure that the buyer meets the applicable income and eligibility requirements. A complete eligibility review file will then be sent to the City along with an income calculator, detailed checklist, and our recommendation for approval. Once the City approves the file, we will begin collecting information from escrow and the lender to complete the City documents, including restrictions, notes, deeds of trust, and escrow instructions. Hello Housing will create the BMR documents and route to the City with instructions for signature and notarization.
Hello Housing will track escrow to ensure a conforming loan is secured, closing is timely, and the City receives copies of recorded documents. Once complete, these files become part of our ongoing monitoring portfolio.
4.3 Purchaser Selection Process and Implementation
Hello Housing’s team has experience in designing and implementing fair and equitable access to new BMR housing opportunities. Hello Housing has experience in vetting real estate agents who can serve as the City-designated listing agent for BMR resales, establishing clear roles and responsibilities for the agent as it relates to the unique requirements for adhering to fair housing practices, program requirements, application management, and wait list management. Hello Housing actively conducts applicant lotteries with preference point considerations throughout many of our programs and has assisted cities in amending resale restrictions to account for new procedures. Hello Housing is prepared to provide recommendations and direct examples of various BMR resale practices that are utilized by other cities for consideration and use as part of the resale redesign process.
Task 5 CalHome Program
Hello Housing will prepare the annual CalHome and Begin Reuse Report on behalf of the City for submittal to HCD. Hello Housing utilizes a tracker to monitor all outstanding loan balances by Contract number, deposits and loans made during the reporting period, service fees charged, and ending balances for use in meeting HCD’s reporting requirements.
Hello Housing will follow similar processes as described under Task 2 and 3 for management and processing applications for homebuyer loans through the CalHome program.
Task 6 Special Assessment Loan Programs
Hello Housing will work with loan servicing companies to review loan repayment statements and to process checks for all remaining loans under the Special Assessment Loan Program. Requests for loan subordinations and reconveyances will follow similar procedures in place for all asset management
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 activities. Accurate tracking, document collection practices, and reconciliations with the City finance department will take place as noted in the above sections.
Task 7 Foreclosure Prevention Program
It is important for the City of Emeryville to stay alert for any possible signs that a Program participant may be in financial distress. During the annual monitoring process Hello Housing will collect and review a current mortgage statement. If a review of the mortgage statement reveals that the there is a past due balance or if the mortgage payment is being paid late, the Program Manager will reach out to the homeowner to seek clarification and refer the homeowner to available resources. Hello Housing tracks a list of homeowners who may have been identified during the monitoring process as being in financial distress and will periodically check in with the homeowner to see if more support is needed or if the issue has been resolved satisfactorily. Additionally, the Program Manager shall reach out to the HOA of the housing development where the BMR unit is located to request a list of any BMR homeowner who may be in default on their HOA dues and shall follow up with the homeowner to provide guidance and/or referral to available resources to help resolve the issue.
If the City or Hello Housing is notified of a default, we immediately engage with the owner to provide a referral to homebuyer counseling and to discuss options. In the event the amount due is not curable, Hello Housing will create and provide an analysis of next steps for the City, including exercising their option to purchase or attend foreclosure auction to purchase the home back on the courthouse steps.
Hello Housing has experience in designing and implementing financial assistance loan programs and would eagerly work with the City to create a program funded through Measure C that would support homeowners who are identified as “at-risk.”
A major challenge of deed-restricted ownership programs, especially in high-cost areas like Emeryville, where the gap between the restricted price and the market value is significant, is the risk of BMR owners taking out HELOCs and junior loans against equity that doesn’t actually exist. Hello Housing takes preventative steps to minimize the risk of this happening on the front end, and when a violation is discovered, we engage the BMR owner and lender in a compliance plan. Strategies to date include:
Prevention on the front end:
• Provide clear and consistent education for aspiring BMR homebuyers about how the program works and how the restricted sales price substantially limits equity-based financing. • Provide clear, consistent reminders to existing BMR owners about limitations on refinances and junior mortgages through the annual monitoring process. • Perform consistent, annual compliance monitoring that requires owners to certify they have not taken out unpermitted financing.
Discovery and enforcement on the back end:
• Perform annual review of BMR for-sale homes using a proprietary database to identify the recordation of any unpermitted loans.
• Provide immediate communication with BMR owners and their lender(s) to halt draws on their HELOC.
• Calculate the LTV using the restricted price and outstanding balances on all debt on the home to determine how much debt needs to be paid down to re-establish compliance with the BMR program.
• Develop a compliance plan that maps out how and when the BMR owner will pay down or pay off the HELOC or junior loan.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 • If the BMR owner doesn’t engage in developing a compliance plan, or if repayment is likely infeasible, determine whether the deed restriction and deed of trust would allow the City to foreclose on the owner, which would involve City resources to make the first lender whole, but would wipe out the subordinate debt and preserve the BMR home.
• Determine whether making an insurance claim against the title company would cover losses incurred by the City due to the company’s recordation of a HELOC that ignores provisions set forth in the City’s superior deed restriction and deed of trust.
Task 8 Affordable Rental Program
8.1 Rental Administration Assistance
The Program Manager will respond to all program inquiries related to the affordable rental program. As part of onboarding the portfolio in 2019 and every year thereafter, Hello Housing has sent out communications to property management staff at each development to alert them of our services and availability for providing support and guidance. Hello Housing assists with record keeping, maintaining databases, and updating program materials related to administering the BMR rental program. Hello Housing has digitized records for all developments and tracks annual and semi-annual rental monitoring responses, compliance timelines, compliance issues, and training needs. This information provides a point-in-time overview for City staff and allows the Hello Housing team to efficiently identify problem areas requiring further engagement.
Due to the high rate of turnover for property managers, Hello Housing will conduct rental monitoring compliance training for all new and continuing property managers in advance of annual compliance monitoring. If, following the annual monitoring process, compliance issues persist, Hello Housing will request additional training of property management staff to ensure a clear understanding of the affordability agreement requirements, supporting documentation required, and training on income eligibility reviews.
8.2 Rental Compliance Monitoring
Active monitoring is conducted on an annual and semi-annual basis to ensure that restricted units comply with the terms of their specific affordability agreement. Hello Housing will coordinate with BMR rental property managers to obtain annual and semi-annual compliance reports for rent-restricted units, which will identify the number of BMR units by type and AMI category, income of tenant households residing in the restricted units, occupancy, current rental rates and any rental increases, net rent paid by the household, status of the waitlist, current marketing plan, utility calculations and lease documentation. Every attempt will be made by Hello Housing to engage a response by the property manager prior to deeming the property out of compliance with annual reporting requirements. Hello Housing will send up to three follow up letters reminding the property manager to respond to the request for the annual report. Staff will conduct an audit on all documents received as part of the monitoring process and will provide a detailed report to the City and the property management company identifying any actions that need to be taken. If a particular development has several compliance issues identified, an onsite visit may take place to further assess compliance issues.
Task 9 BMR Rental Income Verification Assistance
For all new rental units, the Program Manager will coordinate with property managers to provide technical assistance on the application process, compliance with program requirements, and underwriting practices for income verification. Hello Housing will review all program applications and supporting documents presented by the Property Managers for initial lease up to confirm eligibility and will provide feedback, if needed, on recertification eligibility reviews. If a file is incomplete, a list of conditions will be sent to the property managers. Recommendations for all files will be sent to the City and tenant placement will be tracked.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 V. Pricing
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 Affordable Housing Program Administration Budget
Volume Assumptions
Total Cost (Year 1)
Total Cost (Year 2)
COLA 4%
Total Cost (Year 3)
COLA 4%
12 months $ 16,200.00 $ 16,848.00 $ 17,521.92 10 hours $ 2,250.00 $ 2,340.00 $ 2,433.60 230 units $ 40,365.00 $ 41,979.60 $ 43,658.78 2 files $ 1,300.00 $ 1,352.00 $ 1,406.08 15 loans $ 10,875.00 $ 11,310.00 $ 11,762.40 4 loans $ 2,900.00 $ 3,016.00 $ 3,136.64 10 applicants $ 8,500.00 $ 8,840.00 $ 9,193.60 10 loans $ 11,000.00 $ 11,440.00 $ 11,897.60 18 applications $ 15,300.00 $ 15,912.00 $ 16,548.48 8 resales $ 67,200.00 $ 69,888.00 $ 72,683.52 20 hours $ 3,000.00 $ 3,120.00 $ 3,244.80 12 months $ 6,600.00 $ 6,864.00 $ 7,138.56 10 trainings $ 11,250.00 $ 11,700.00 $ 12,168.00 20 developments $ 16,500.00 $ 17,160.00 $ 17,846.40 20 developments $ 16,500.00 $ 17,160.00 $ 17,846.40 5 visits $ 2,000.00 $ 2,080.00 $ 2,163.20 40 applications $ 5,400.00 $ 5,616.00 $ 5,840.64 $ 237,140.00 $ 246,625.60 $ 256,490.62 $ 740,256.22
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83
CALIFORNIA
REV 08/2020 Page 1 of 5
EXHIBIT B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to HELLO HOUSING.
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
; General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
; Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy. ; Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.
; Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
; General Liability
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
; Automobile Liability
$1,000,000.00 per accident for bodily injury and property damage. ; Professional Liability / Errors and Omissions
$2,000,000.00 per claim and aggregate.
; 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 $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Pollution Liability Insurance
$2,000,000.00 per occurrence and $2,000,000.00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
; General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
; Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
; Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
; Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) 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 (2) 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 officials, employees, agents and authorized volunteers.
3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor 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 officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract 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 supplied or approved by the City. 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.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements
DocuSign Envelope ID: 067E0963-A871-4882-A6D4-3C5602CC7E83