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HomeMy WebLinkAboutC21-335 IGA ECHDA Yampa ValleyDocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND THE YAMPA VALLEY HOUSING AUTHORITY This Intergovernmental Agreement ("Agreement") is effective as of the day of 10/13/2021 ' 2021 by and between the Eagle County Housing and Development Authority, a body corporate and politic ("ECHDA"), and the Yampa Valley Housing Authority, a municipal corporation ("YVHA"). RECITALS WHEREAS, YVHA has a portfolio of affordable housing units that are managed in accordance with YVHA's mission to support the local economy, community, and businesses of the Yampa Valley by implementing appropriate housing solutions for local workers, other qualified residents, and their families; and WHEREAS, in order for YVHA to manage and broker its portfolio of affordable housing, YVHA must obtain a Real Estate License pursuant to Colorado Revised Statutes ยงยง12-10-201, 12-10-202, and 12-10-203; and WHEREAS, in order to obtain a Real Estate License allowing brokerage of its portfolio of affordable housing, YVHA must operate under an established Real Estate Business for two (2) years before obtaining an employing broker's license; and WHEREAS, ECHDA is an established Real Estate Business through its operation of The Valley Home Store (TVHS), which is a centralized affordable housing management organization in Eagle County that allows the purchase and resale of deed restricted housing stock for Eagle County's workforce; and WHEREAS, ECHDA desires to allow YVHA to operate under its established Real Estate Business in order for YVHA to obtain a real estate license; and WHEREAS, YVHA desires to contract with ECHDA for the performance of the hereinafter described affordable housing services on the terms and conditions hereinafter set forth; and WHEREAS, ECHDA is agreeable to rendering such affordable housing services on the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises contained herein, the parties hereto agree hereby as follows: 1. Services or Work. ECHDA agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services or work described in Exhibit A DocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31 st day of December, 2021. Either party shall have the right to terminate this agreement with or without cause at any time by giving the other party thirty (30) days' prior written notice of termination. Upon termination, ECHDA shall be entitled to compensation for services performed prior to such termination, and both parties shall thereafter be relieved of any and all duties and obligations under this Agreement. 3. Extension or Modification. YVHA and ECHDA may mutually renew and extend the Agreement for additional one-year terms. Such renewal and extension shall occur by YVHA sending a renewal request ("Renewal Request ") to ECHDA via email. ECHDA may accept the Renewal Request via e-mail. Any other change or modification to the Agreement shall be in writing and signed by each party. The YVHA Executive Director may approve Renewal Requests and rate adjustments on behalf of the YVHA. 4. Compensation. YVHA shall compensate ECHDA for the performance of the Services in a sum computed and payable as set forth in Exhibit A. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from ECHDA. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, and such other detail as YVHA may request. b. Notwithstanding anything to the contrary contained in this Agreement, YVHA shall have no obligations under this Agreement after, nor shall any payments be made to ECHDA in respect of any period after December 31 of any year, without an appropriation therefore by YVHA in accordance with a properly adopted budget in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 5. Official Status. For the purpose of performing the Services and functions set forth in this agreement, Eagle County Housing and Development Authority and The Valley Home Store shall enforce, as YVHNs agent, guidelines and any YVHA ordinances relating to affordable housing now in effect and as amended. 6. Personnel. ECHDA and TVHS and their respective staff shall have full cooperation from YVHA and its employees so as to facilitate the performance of this Agreement. a. All persons employed in the performance of such Services for YVHA pursuant to this Agreement shall be employees of Eagle County Government or YVHA. Staff working at 2 DocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC TVHS are licensed real estate agents in the state of Colorado. TVHS is a licensed real estate brokerage company. b. The rendition of the Services provided for herein, the standards of performance, the discipline of staff, and other matters incident to the performance of such services and the control of personnel so employed, shall remain with ECHDA. 7. Liability and Insurance. ECHDA, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the YVHA or of any officer or employee thereof. Likewise, YVHA, its officers, and employees shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of ECHDA or by any officer or employee thereof. a. ECHDA agrees to indemnify, defend, and hold harmless to the extent allowed by law, YVHA, its respective agents, officers, servants and employees of and from any and all loss, costs, damage, injury, liability, claims, liens, demands, action, and causes of action whatsoever, arising out of or related to ECHDA's intentional or negligent acts, errors, or omissions or that of its agents, officers, servants, and employees, whether contractual or otherwise. Likewise, YVHA agrees to indemnify, defend, and hold harmless to the extent allowed by law, ECHDA, its respective agents, officers, servants, and employees of and from any and all loss, costs, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever arising out of or related to YVHA's intentional or negligent acts errors or omissions or that of its agents officers, servants, and employees, whether contractual or otherwise. b. ECHDA and YVHA shall respectively provide its own public liability, property damage, and errors and omissions insurance coverage as each parry may deem adequate and necessary for any potential liability arising from this Agreement. Further, ECHDA and YVHA, respectively, shall name, subject to the approval of each respective parry's insurance carriers, the other respective party as a co-insured under such insurance policies to the extent of any potential liability arising under this Agreement and, upon reasonable written request, shall furnish evidence of the same to the other respective parry. 8. Notice. All notices, requests, consents, approvals, written instructions, reports or other communication by the YVHA and ECHDA, under this Agreement, shall be in writing and shall be deemed to have been given or served, if delivered or if mailed by certified mail, postage prepaid or hand delivered to the parties as follows: Eagle County Housing And Development Authority Attention: Kim Bell Williams, Executive Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 Facsimile: 970-328-8787 DocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC E-mail: kim.williams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us Yampa Valley Housing Authority Attention: Jason Peasley, Executive Director 2100 Elk River Road Steamboat Springs, CO 80487 P.O. Box 774542 Steamboat Springs, CO 80477 Telephone: (970)870-0167 E-mail: jpeasley@yvha.org Either parry may change the address to which notices, requests, consents, approvals, written instructions, reports, or other communications are to be given by a notice of change of address given in the manner set forth in this paragraph. 10. General Provisions. a. This Agreement does not and shall not be deemed to confer upon or grant to any third parry any right to claim damages or to bring any lawsuit, action, or other proceedings against either the YVHA or ECHDA because of any breach hereof or because of any terms, covenants, agreements, or conditions contained herein. b. No modification or waiver of this Agreement or of any covenant, condition, or provision herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. c. This written Agreement embodies the whole agreement between the parties hereto and there are no inducements, promises, terms, conditions, or obligations made or entered into either by ECHDA or YVHA other than those contained herein. d. This Agreement shall be binding upon the respective parties hereto, their successors or assigns and may not be assigned by anyone without the prior written consent of the other respective party hereto. 2 DocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC e. All agreements and covenants herein are severable, and in the event that any of them shall be held invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid Agreement or covenant were not contained herein. f. The YVHA has represented to ECHDA and, likewise, ECHDA has represented to YVHA that it possesses the legal ability to enter into this Agreement. In the event that a court of competent jurisdiction determines that either of the parties hereto did not possess the legal ability to enter into this Agreement, this Agreement shall be considered null and void as of the date of such Court determination. g. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed, interpreted under, and governed by the laws of the State of Colorado. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first set forth above. Attest: By: FDocuSigned by: rJAuA A. ' 6ntaA. Regina O' eJT62C4eTk40 Attest: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY DocuSigned by: By: Matt Sch , CAhaiJBF8AA47A... YAMPA VALLEY HOUSING AUTHORITY 5U'Osm cuSigned by: By: PLA Jason Peasle , uafi-Director 5 DocuSign Envelope ID: 4EAA0050-F839-4A62-B8EF-5C5FE5893CBC EXHIBIT A SCOPE OF SERVICES AND FEES The Valley Home Store, LLC (TVHS) was formed by the Eagle County Housing and Development Authority (ECHDA) in 2008 to be a multijurisdictional housing management organization that provides centralized services without requiring participating entities to cede control over local housing policy. ECHDA is the majority member of TVHS with 99.9% ownership. The Economic Council of Eagle County is the only other member of the LLC. One goal of TVHS was to provide a single point of contact to affordable housing programs and consumers and thereby eliminate confusion, duplication of services, and cost inefficiencies. TVHS desires to eliminate redundancies and create common nomenclature for affordable housing programs throughout the mountain west. TVHS shall act as an employing broker for YVHA Property Management, LLC, including Broker Associate, Alyssa Cartmill, and other similar staff, with the intention of overseeing the leasing activities of the YVHA Property Management, LLC. An employing broker is defined by the State of Colorado as a licensed broker who employs a licensed real estate salesperson for renting and selling real estate with a high level of supervision. A managing broker oversees transactions and daily operations in the office. The following services will be provided to the Yampa Valley Housing Authority (YVHA) by TVHS: 1. TVHS will serve as the Employing Broker for property management services at YVHA and any related licensed brokers. 2. TVHS will serve as a resource to the YVHA in account oversight needs to include monthly review of the following accounts: operating, operating reserves, replacement reserves, and security deposits. 3. Future resales of the YVHNs deed restricted housing stock. 4. Active membership with the Steamboat Springs Board of Realtors. Compensation for the work outlined above in paragraphs 1 through 3 will consist of the YVHA and ECHDA agreeing that the work is likely to require staff time. Therefore, TVHS requests a fee not to exceed $2,000 annually for 2021, prorated for portions of a year on a quarterly basis. Direct expenses including license fees, insurance, and other attributable costs shall be reimbursed to TVHS by YVHA in a timely manner. The fee will be billed to YVHA on or around December 1 st each year (with adjustments for pending sales). 2