No preview available
HomeMy WebLinkAboutECHDA22-06 Administation of Aid for ADUs Program AGREEMENT TO ADMINISTER EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY’S AID FOR ADUS PROGRAM THIS AGREEMENT TO ADMINISTER AN ACCESSORY DWELLING UNIT LOAN PROGRAM (“Agreement”), effective as of ______________ (the “Effective Date”), is made and entered into by Eagle County Housing and Development Authority, a body corporate and politic (“ECHDA”), and IMPACT DEVELOPMENT FUND (“IDF”), a Colorado nonprofit corporation (together, ECHDA and IDF are the “Parties” and each, is a “Party”). RECITALS WHEREAS, the Eagle County Board of County Commissioners (“Board”) approved a subordinate loan fund on July 27, 2021 (the “Fund”) to be used for to fund the County’s Aid for ADUs program, whereby eligible Eagle County homeowners could receive a loan of up to $100,000 to build accessory dwelling units (ADUs) on their properties in exchange for leasing the ADUs to qualifying members of Eagle County’s workforce at rental rates not to exceed 100% of the Area Median Income for the term of the loan (the “Program”); and WHEREAS, the Board approved the Program and the Aid for ADUs Program Guidelines (the “Program Guidelines”) by Resolution No. 2022-043 on May 24, 2022; and WHEREAS, the pursuant to Resolution No. 2022-043, the Board delegated authority to the ECHDA act as fiscal agent for Eagle County (the “County”) for purposes of the Program and to administer and enforce the Program in accordance with the Program Guidelines; and WHEREAS, the Board additionally approved the use of IDF to administer the loan origination and loan servicing portion of the Program as set forth in more detail in this Agreement and the Scope of Services attached as Exhibit 1 (the “Services”); and WHEREAS, IDF has special expertise in administering housing assistance loan programs, and is experienced in administering such programs in compliance with federal and state laws applicable to grant recipients; and WHEREAS, this Agreement shall govern the relationship between IDF and ECHDA in connection with the performance of the Services hereunder. TERMS AND CONDITIONS NOW, THEREFORE, for and in consideration of the monies to be received, the covenants and conditions set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. SCOPE OF SERVICES. IDF shall provide all labor, services, equipment and materials reasonably necessary to administer the Program in accordance with the terms, conditions and other provisions of this Agreement, and the Program Guidelines. Without limiting the foregoing, IDF shall expeditiously perform and carry out, in a satisfactory and proper manner, DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF 7/19/2022 the "Scope of Services" as described and set forth in Exhibit 1, further described within the Program Guidelines, set forth as Exhibit 2, both of which are attached hereto and made a part hereof by this reference. IDF shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the ECHDA has accepted or approved the Services shall not relieve IDF of any of its responsibilities. IDF shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants performing similar services. IDF represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. 2. PROGRAM PAYMENTS. The ECHDA shall provide an amount to IDF, which shall be used solely for Program loans (the “Program Fund”). This amount shall be kept separate from all other funds in a noninterest bearing joint account held in the name of IDF and ECHDA, compliant with the Public Depository Protection Act. The account shall be held at a bank in Eagle County, Colorado. As IDF receives payments on Program loans, these funds shall be deposited to the same noninterest bearing account. IDF may receive full or partial annual payments from each borrower under this Program. New Program loans shall be funded first from this account. When the account becomes depleted, no further Program loans will be made until notification from the ECHDA to IDF that additional funds have been allocated. All loans funded from the Program Fund shall be funded according to the Program Guidelines and the terms of the IDF Loan Servicing Policies and Procedures attached hereto as Exhibit 2. 3. IDF COMPENSATION: IDF shall be compensated by ECHDA for satisfactory performance of the Services in the amounts and at the times set forth on Exhibit 3. IDF shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECHDA. a. Any out-of-pocket expenses to be incurred by IDF and reimbursed by ECHDA shall be identified on Exhibit 3. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. IDF shall not be reimbursed for expenses that are not set forth on Exhibit 3 unless specifically approved in writing by ECHDA. b. ECHDA will not withhold any taxes from monies paid to IDF hereunder and IDF agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. c. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA to IDF was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF for reimbursement from ECHDA, IDF shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. d. Notwithstanding anything to the contrary contained in this Agreement, ECHDA shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by ECHDA in accordance with a budget adopted by the Board of ECHDA 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). e. Under no circumstances shall the ECHDA be liable for the payment of any costs of performing the scope of services for which IDF is responsible. 4. TERM. The term of this Agreement shall begin on the Effective Date and continue through December 31, 2022 (the “Initial Term”), with the option to extend for four additional one-year periods through and including December 31, 2026 (each an “Option Period’). After the Initial Term, this Agreement shall automatically renew on December 31 of each calendar year so long as IDF continues to provide the Services, unless and until this Agreement is terminated by either Party in accordance with Section 16 herein. 5. EXTENSION OR MODIFICATION. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by ECHDA for such additional services in accordance with ECHDA’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that ECHDA has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECHDA for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 6. CONTROL OF FUNDS. ECHDA shall retain exclusive control over loan originations, including, without limitation, discretion over which loans to originate and the terms of such originations. In administering funds delivered to IDF by ECHDA and funds received by IDF from Program borrowers, IDF shall be acting as agent for the ECHDA, and subject to ECHDA’s instructions, determined at ECHDA's sole discretion. ECHDA, in its sole discretion may change Program Guidelines by written notice to IDF. All Program Funds shall be used only for the benefit of ECHDA in accordance with the terms of this Agreement. 7. COMMUNICATION TO BORROWERS. IDF will use reasonable efforts to communicate with any delinquent Program borrowers by mail, telephone and electronic mail to the extent reasonably available, in an effort to understand individual circumstances and offer DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF appropriate assistance as reasonably necessary. If it is determined by IDF in good faith that the borrower needs more intensive intervention, IDF will engage ECHDA in a three-way communication process with borrower to determine and implement the most beneficial course of action. The decision to foreclose and enter forbearance or remediation plans with borrower ultimately remains with ECHDA. 8. NO LEGAL/COLLECTION SERVICES. IDF does not provide legal and/or collection services for seriously delinquent (ninety (90) or more days past due) loan files. 9. NOTICE. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. ECHDA: Attention: Kim Bell Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 970-328-8773 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 IDF: IMPACT DEVELOPMENT FUND Megan Ferguson Deputy Executive Director 200 E. 7th Street, Suite 412 Loveland, CO 80537 Office: 970-494-2021 megan@impactdf.org 10. INSURANCE. IDF shall maintain at its own expense the following insurance coverages during the Term: a. Commercial general liability insurance, on a comprehensive form, in the amount of at least $1,000,000 per occurrence and $2,000,000 general aggregate; DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF b. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to ECHDA, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. c. Employer’s liability insurance in an amount at least equal to the minimum coverage thresholds required by applicable state and federal law; d. Worker’s compensation insurance in an amount at least equal to the minimum coverage thresholds required under State of Colorado regulations. Other than with respect to professional liability insurance and worker’s compensation insurance, IDF will ensure all insurance carried under this Agreement names ECHDA as an additional insured. IDF shall furnish ECHDA with certificates of insurance giving evidence of such coverages. IDF shall provide ECHDA thirty (30) days’ advance written notice of cancellation or material change of coverage. 11. INDEPENDENT CONTRACTOR. This Agreement constitutes an agreement for performance of the Services by IDF as an independent contractor and not as an employee of ECHDA. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between ECHDA and IDF except that of independent contractor. IDF shall have no authority to bind ECHDA. The manner and means of performing the Services are under IDF’s sole control. IDF is responsible for calculating, withholding, and paying all applicable federal and state taxes and for obtaining necessary and adequate worker’s compensation insurance, general liability insurance and any other insurance required under this Agreement. 12. INDEMNIFICATION. IDF shall indemnify and hold harmless ECHDA, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECHDA may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, (i) this Agreement; (ii) based upon any performance or nonperformance by IDF or any of its sub-consultants; (iii) disclosure by IDF of any Borrower Data or other personal or Confidential Information not permitted by this Agreement; and (iii) IDF’s breach of any of its representations, warranties, or covenants contained in this Agreement. and IDF shall reimburse ECHDA for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the ECHDA to the extent that ECHDA is liable to such third party for such claims without regard to the involvement of the IDF. This paragraph shall survive expiration or termination hereof. 13. BORROWER DATA. a. No use of Borrower data: In the course of administering the Services, IDF will have access to certain information Borrowers, including, without limitation, information included in loan documents, payment history, financial data, and other information related to a Borrower’s participation in the Program (collectively, “Borrower Data”). IDF will not DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF utilize Borrower Data for any purpose not in connection with the Services and will not contact any borrower for any purpose except as expressly permitted in this Agreement. b. Protection and Security of Borrower Data. (1) IDF shall maintain at all times an Information Security Program in accordance with applicable laws, rules, and regulations in addition to the reasonable standards ECHDA may set forth from time to time. For purposes hereof, “Information Security Program” means written policies and procedures adopted and maintained to (i) ensure the security and confidentiality of Borrower Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Borrower Data; (iii) protect against unauthorized access to or use of the Borrower Data that could result in substantial harm or inconvenience to any Borrower and (iv) fully protect the privacy of all Borrowers. (2) IDF shall assess, manage, and control risks relating to the security and confidentiality of Borrower Data, and shall implement the standards relating to such risks in a manner consistent with applicable laws, rules, and regulations and such other reasonable standards as ECHDA may set forth from time to time. (3) Without limiting the scope of the above, IDF shall use at least the same physical and other security measures to protect all Borrower Data in IDF’s possession or control as IDF uses for its own confidential and proprietary information. c. Unauthorized Access to Borrower Data. In the event IDF knows or reasonably believes that there has been any unauthorized access to Borrower Data in the possession or control of IDF that compromises (or threatens to compromise) the security, confidentiality or integrity of such Borrower Data, IDF shall take the following actions: (1) Promptly notify ECHDA of such unauthorized access; (2) Identify to ECHDA what specific Borrower Data may have been accessed, including (if applicable) the name and account number of each affected Borrower; (3) Take commercially reasonable steps to remedy the circumstances that permitted any such unauthorized access to occur; (4) Take commercially reasonable steps to prohibit further disclosure of Borrower Data; (5) Cooperate with ECHDA as reasonably necessary to facilitate compliance with any applicable laws and regulations regarding unauthorized access of Borrower Data. d. Remedies for Breach of Privacy and Security Obligations. The Parties agree that any breach or threatened breach of this section could cause not only financial harm, but also irreparable harm to ECHDA, and that money damages may not provide an adequate DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF remedy for such harm. In the event of a breach or threatened breach of this Section by IDF or ECHDA shall, in addition to any other rights and remedies it may have, ECHDA shall be entitled to (1) terminate this Agreement immediately upon notice to IDF; (2) seek equitable relief, including, without limitation, an injunction (without the necessity of posting any bond or surety) to restrain such breach; and (3) pursue all other remedies ECHDA may have at law or in equity. 14. COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS. IDF specifically agrees to comply in the performance hereof with all of the requirements set forth within local, state and federal ordinances, codes, laws, rules, regulations, orders and guidelines that are referred to herein and applicable to the Services or that may be or become applicable to the Services even though not stated herein. 15. PERFORMANCE REPORTS AND RECORDS. IDF shall prepare and provide to ECHDA the reports described on Exhibit 4 as part of the Services provided under this Agreement. 16. TERMINATION. Either party may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days’ prior written notice to the other Party. Upon termination of this Agreement, IDF shall immediately provide ECHDA with all documents as defined in paragraph 16 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA shall pay IDF for Services satisfactorily performed to the date of termination. a. Reversion of Funds. Upon termination of this Agreement, FP shall transfer to AUTHORITY all funds, notes, accounts receivable, and deeds of trust attributable to the Program at the time of termination. b. Close-outs. IDF obligations to ECHDA shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials or equipment that is the property of ECHDA, unspent cash advances, notes, deeds of trust, security and copies of transferred records to ECHDA upon close-out or upon ECHDA’s request), and determining the custodianship of records, all such that ECHDA may manage the Program for itself or transfer the management thereof to another third party without undue delay or complication. 17. DOCUMENTS. All documents prepared by IDF in connection with the Services shall become property of ECHDA. Upon any termination of this Agreement in advance of its expiration date, undelivered documents, maps, models, photographs, reports or copies thereof prepared by IDF for use in performance of the Services under this Agreement, shall be delivered immediately to ECHDA in their state of preparation at the time of termination. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for IDF (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). IDF shall DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF also immediately notify ECHDA of all subcontracts, purchase orders, pending loans or other commitments of IDF which shall be outstanding on the termination date and shall take such action with respect thereto as the Parties shall mutually determine. No termination hereunder shall relieve IDF of its responsibilities to maintain Services records in accordance with this Agreement. 18. OTHER CONTRACT REQUIREMENTS. a. IDF shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the ECHDA has accepted or approved the Services shall not relieve IDF of any of its responsibilities. IDF shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants performing similar services. IDF represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. IDF agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by IDF as an independent contractor and not as an employee of ECHDA. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between ECHDA and IDF except that of independent contractor. IDF shall have no authority to bind ECHDA. d. IDF represents and warrants that at all times in the performance of the Services, IDF shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. IDF shall not assign any portion of this Agreement without the prior written consent of the ECHDA. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. IDF shall maintain for a minimum of three years, adequate financial and other records for reporting to ECHDA. IDF shall be subject to financial audit by federal, state or ECHDA auditors or their designees. IDF authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to IDF. IDF shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the ECHDA has any personal or beneficial interest whatsoever in the Services described in this Agreement. IDF has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and IDF shall not employ any person having such known interests. 19. JURISDICTION; VENUE. 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 and interpreted under and shall be governed by the laws of the State of Colorado. 20. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 21. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5- 101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and ECHDA within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, ECHDA may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to ECHDA as required by law. g. ECHDA will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and ECHDA terminates the Agreement for such breach. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: _____________________________ Jeanne McQueeney, Chair Attest: By: _______________________ Regina O’Brien, Clerk IMPACT DEVELOPMENT FUND, a Colorado nonprofit corporation By: Sean Doherty Executive Director DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF EXHIBIT 1 TO AGREEMENT TO ADMINISTER AID FOR ADUS PROGRAM SERVICES *All capitalized terms set forth below and not otherwise defined herein shall have the meanings set forth in the Agreement. A. ECHDA shall adopt all elements of the Aid For ADUs Program (“Program”) and assume a leadership role to inform eligible borrowers of the Program availability and the Program Guidelines. B. IDF shall administer those functions related to loan origination and on-going loan services to ECHDA and its Borrowers for the Program. The Program Loan Underwriting and Processing Criteria as established by IDF and ECHDA, in addition to the standardized Fannie Mae Selling Guide criteria shall form the basis for the loan origination portion of the Program (Exhibit 2). C. IDF will receive, review and accept or reject loan applications from, or on behalf of, prospective borrowers in the Program, utilizing the Program Guidelines adopted by ECHDA, within 48 business hours upon receipt of a complete application package. The Program Guidelines are attached hereto as Exhibit 2 and incorporated herein by reference. The Program Guidelines may be changed from time- to-time by ECHDA, in its sole discretion, by written notice of such change to IDF, with any such change applied to loan applications which have not been accepted by IDF as of the date such changes are received by IDF, or the effective date stated in the notice, if any. If an application is accepted, IDF shall prepare all documents necessary to manifest the loan, the ECHDA’s security interest, the conformance of the loan to the respective Program, and compliance with all applicable laws, rules and regulations. D. IDF shall be responsible for defining and disclosing loan terms to qualified Program applicants under prevailing Program Guidelines under this Agreement. Whenever IDF denies an application, IDF shall deliver written notice (“Notice of Credit Denial”), specifying the reasons for denial and source(s) of any adverse verification, if applicable, to the applicant and ECHDA within three (3) business days of such determination. Prior to issuance of a Notice of Credit Denial, IDF shall deliver to ECHDA a loan Qualification Worksheet that demonstrates all relevant application detail and reasons for denial. ECHDA reserves the right to accept IDF determination or approve any such application request through internal policy and procedure and advise IDF of such final credit determination. IDF shall abide by any decision rendered by ECHDA and accept the application as compliant to the Program Criteria. Except giving Notice of Credit Denial, IDF shall assume no responsibility with respect to ECHDA loan approval or borrower appeal where any appeal process shall be determined solely by ECHDA. E. The Loan Servicing Policies attached hereto as Exhibit 2 and incorporated herein by reference shall form the basis for the loan servicing portion of the Program, and IDF’s administration thereof shall be consistent with such Program Criteria. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF F. IDF shall provide ongoing loan services to ECHDA and its borrowers. Such service shall include, but not be limited to, issuing monthly account statements; monthly credit reporting; collecting and posting borrower remittances; responding to borrower and ECHDA inquiries; establishing, collecting, remitting and reconciling escrow accounts for property taxes, HOA, hazard and flood insurance policies, as applicable; identifying and proactively responding to non-payment issues; and, engaging ECHDA as necessary to resolve discrete borrower conditions as they arise. G. IDF standard reports are designed to meet ECHDA’s objectives and requirements. Data reporting is flexible and can be reported in several ways, including program type, funding source and funding year. Such reports may include: Lender Report; Loan Amortization Schedule; Escrow Analysis Report; and Payment History with Memos. See attached Exhibit 4 for sample reports. H. IDF maintains strict confidentiality of sensitive information though also recognizes circumstances may call for more inclusive intervention. As normal practice, loan servicing activity will not directly involve ECHDA personnel. ECHDA will receive monthly reporting that will identify delinquent status of any borrowers. Unless aggravating circumstances have been identified, IDF will not typically request intervention from ECHDA until a loan reaches 60-day delinquency status, unless otherwise requested by the ECHDA. IDF shall promptly notify ECHDA of any loan that is 60 days delinquent. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF EXHIBIT 2 DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF EXHIBIT 3 IDF FEE SCHEDULE ● IDF will assess a one-time program implementation fee of $5,000 to structure and administer the Program. This fee is due and payable upon execution of this Agreement. ● IDF will charge an origination fee of $350.00 for each loan to be paid by each borrower at the time of closing on each loan. ● IDF shall· assess the ECHDA an annual fee based on the size of the Program portfolio, based on the schedule set forth below, for the ongoing costs of servicing the Program loans. The annual fee will be assessed on the loan portfolio balance as of December 31st of each year and billed to ECHDA in January of the following year. Number of loan files 1-10 11-25 26-45 Over 65 Non-Escrow $1,500 $2,500 $3,500 call for pricing The IDF fee schedule is typically reviewed in the calendar 3rd Quarter of each year and any changes are distributed to IDF clients by the beginning of the 4th Quarter to allow sufficient notice. Services provided by IDF in addition to Services defined above, will be assessed and billed at a rate agreed to in writing by both Parties. Such services could include, but are not limited to: loan modifications, forbearance agreements, and default management in cases not transferred back to ECHDA for further action. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF EXHIBIT 4 TO AGREEMENT TO ADMINISTER RESIDENTIAL MORTGAGE PROGRAM AID FOR ADUS PROGRAM 1. MONTHLY LENDER PAYMENT REPORT. IDF shall prepare and submit to ECHDA a detailed report no later than fifteen (15) days after the end of the most recent calendar month. Said report shall be in a format approved by ECHDA and shall be directly related to the Services and as referenced under Exhibit 4 that provides data and information to ECHDA to be used for coordinating, monitoring and evaluating the Services to its completion. 2. PRODUCTION REPORT. IDF shall prepare and submit to ECHDA a detailed Report no later than forty-five (45) days after the end of the most recent calendar quarter that provides data and information to ECHDA to be used for coordinating, monitoring and evaluating the Services to its completion. Said report shall be in a format approved by ECHDA and shall be directly related to the Services. 3. IDF’S ANNUAL REPORT. IDF shall provide ECHDA a copy of its annual report with audited financial statements within thirty (30) days after it is completed, but in no event more than 150 days after the end of IDF’s fiscal year. 4. IDF RECORDS. IDF shall maintain records, correspondence, loan applications, copies of promissory notes, and security instruments, and such other records as may be required by ECHDA and applicable law for the duration of this Agreement. In no event shall such records be destroyed or discarded prior to their being tendered to ECHDA upon the termination of this Agreement or as may be agreed otherwise, in writing, between the Parties. ECHDA and, if applicable, state and federal auditors, shall have access to and be permitted to make copies of such records, with reasonable advance notice, in accordance with this Agreement, other agreements, and applicable law. DocuSign Envelope ID: F988E56D-87FB-48AF-ACFC-E60982A9D9DF