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HomeMy WebLinkAboutExhibit 1-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CONTRACT FOR HHF ADVISOR SERVICES FOR THE HFA HARDEST HIT FUND UNEMPLOYMENT MORTGAGE ASSISTANCE PROGRAM AND MORTGAGE LOAN REINSTATEMENT PROGRAM BETWEEN FLORIDA HOUSING FINANCE CORPORATION AND CITY OF MIAMI s aPgll i l This Contract for Hardest Hit Fund (HHF) Advisor Services for the HFA Hardest Hit Fund Unemployment Mortgage Assistance Program (UMAP) and Mortgage Loan Reinstatement Program (MLRP) #2010-07-02-077 (Contract) is entered into by and between the FLORIDA HOUSING FINANCE CORPORATION (Florida Housing), a public corporation and a public body corporate and politic, with headquarters located at 227 North Bronough Street, Suite 5000, Tallahassee, Florida, 32301, and City of Miami, a Florida Municipal Corporation (HHF Advisor) located at 444 S.W. 2nd Avenue, Miami, Florida. This Contract shall become effective upon the date the last party signs the Contract (Effective Date). MUTUAL UNDERSTANDINGS Florida Housing was directed by the U.S. Department of the Treasury (Treasury) to create and administer foreclosure prevention assistance programs that address the unique issues of our state. Treasury requires that Florida use a portion of these funds specifically for targeted unemployment programs that provide temporary assistance to eligible homeowners. These targeted unemployment programs are as follows: • Unemployment Mortgage Assistance Program (UMAP) will provide up to 18 months of payments to the mortgage lender to assist unemployed/underemployed borrowers with their first mortgage until they can resume payments on their own. • Mortgage Loan Reinstatement Program (MLRP) will be used to bring a delinquent mortgage current for a homeowner who has returned to work or recovered from underemployment. The UMAP and the MLRP are referred to collectively as the "Unemployment Programs." As used herein, the term "Applicant" means the borrower (including any co -borrower) under a mortgage loan who applies for assistance under the Unemployment Programs. The HHF Advisor shall perform and render the services identified in this contract as an independent Contractor and not as an agent, representative, or employee of Florida Housing. These services shall be known as "Contractor and professional services" and shall include, but not limited to, the provision of advice and assistance to Florida Housing in the following areas: • Applicant intake; Contract # 2010-07-02-077 Exh4bit- Sue) Stir:go SU;TED!NTO THE PUBLIC RECORD FOR ITEMRE,iiQq1jt THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Determination of the Applicant's eligibility for assistance under UMAP and/or MLRP; • Continuing case management of Applicants assisted with UMAP/MLRP; and • Reporting activities. Florida Housing has a need for such services and does hereby accept the offer of the HHF Advisor upon the terms and conditions outlined in this Contract. Florida Housing has the authority pursuant to Florida Law to direct disbursement of funds for compensation to the HHF Advisor under the terms and provisions of this Contract. NOW, THEREFORE, the parties agree as follows: 1. RECORDKEEPING The HHF Advisor must use Counselor Direct, the client management software available at www.FLhardesthithelp.org to provide the required data elements under the Contract 2. ENGAGEMENT OF THE HHF ADVISOR The HHF Advisor agrees to provide the services in accordance with the terms and conditions hereinafter set forth, unless otherwise stated in this Contract. The HHF Advisor understands and agrees that all services under this Contract are to be performed solely by the HHF Advisor, unless prior written approval and consent is received from Florida Housing for any subcontract or assignment of services. The HHF Advisor shall use the applicable criteria set forth in the Advisor Hardest Hit Fund Procedure Manual dated February 2011, a copy of which is attached hereto and incorporated herein by reference, to determine the Applicant's eligibility for UMAP and MLRP assistance. These criteria have already been modified based on lessons learned during the pilot program and it is anticipated that further modifications may be necessary. Updated procedures will be made available to the HHF Advisor in the Counselor Direct system. The HHF Advisor is required to apply the eligibility criteria in effect at the time the eligibility determination is made for an Applicant. References herein to this Contract shall be deemed to include the attached manual, as same be modified from time to time during the term hereof. 3. INCORPORATION OF MUTUAL UNDERSTANDNGS, LAWS, RULES AND REGULATIONS The Mutual Understandings set out above are incorporated into and made a part of this Contract. 2 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Applicable federal and state laws, rules, and regulations, as well as such written directives and guidance as may be issued from time to time by Treasury with regard to the Unemployment Programs, shall govern both the HHF Advisor and Florida Housing. 4. EFFECTIVE DATE AND TERM OF AGREEMENT This Contract shall begin upon the date the last party signs the Contract (Effective Date). The term of this Contract shall be for a period of two (2) years following the Effective Date, subject to satisfactory performance of the HHF Advisor at the sole discretion of Florida Housing. If the parties mutually agree in writing, the Contract may be renewed up to three (3) times. Each renewal shall be for an additional one-year period. 5. MODIFICATION OF AGREEMENT Either party may request a modification of the provisions of this Contract. Modifications that are mutually agreed upon shall be valid only when reduced to writing, signed by the parties and attached to this Contract. All other terms and provisions, not so modified, shall remain in full force and effect. 6. COMPENSATION The HHF Advisor will not be permitted to charge the borrower for any services rendered. All compensation will be supplied by Florida Housing and the HFA Hardest Hit Fund in amounts set forth below: • Determination of eligibility for UMAP/MLRP - $250 per Applicant • Closing - $100 • Monthly case management - $75 per month per Applicant • Initial one-time start-up payment of $2,400, upon execution of the contract. 7. FILES The HHF Advisor shall maintain all documents and information received or generated in connection with any Applicant in a manner which safeguards the privacy of the Applicant's information. Paper documentation must be kept in secured file cabinets. Scanned or electronically stored documents must be safeguarded in a fashion that securely maintains Applicant privacy. (a) Contents of the Files: The HHF Advisor shall maintain Applicant files containing documentation sufficient to verify an Applicant's eligibility (or ineligibility) for UMAP and/or MLRP assistance in accordance with the applicable eligibility guidelines under this Contract, as well as all compensation paid to the HHF Advisor for services rendered in connection with this Contract; such files shall include reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by the HHF Advisor in connection with this Contract. 3 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (b) Retaining the Files: The HHF Advisor must retain the files for a minimum of three (3) years from the outcome date or longer if there is an audit, investigation or litigation in progress. Additional time may also be required if other assistance programs are used with longer retention periods. It is the HHF Advisor's responsibility to determine the proper retention period. At the time of disposal, paper files may be shredded, incinerated or buried in a public landfill, in accordance with State laws and rules. For electronic records containing information that is confidential or exempt from disclosure, appropriate destruction methods include physical destruction of storage media such as by shredding, crushing, or incineration; high-level overwriting that renders the data unrecoverable; or degaussing/demagnetizing. (c) Access to the Files: The HHF Advisor and its employees shall allow Florida Housing, or its agent(s) and compliance monitor(s), physical access to the files and records maintained by the HHF Advisor under this Contract during normal business hours, 9:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, provided such day is not a holiday. Florida Housing shall make reasonable effort, but shall not be required, to notify the HHF Advisor 24- hours in advance of such visit; such notice may be in the form of a phone call or an email directed to the HHF Advisor's contract administrator as designated in this Contract. (d) Files Subject to Florida's Public Records Law: Any file, report, record, document, paper, letter, or other material received, generated, maintained or sent by the HHF Advisor in connection with this Contract is subject to the provisions of Section 119.01-.19, Fla. Stat., as may be amended from time to time (Florida's Public Records Law). The HHF Advisor represents and acknowledges that it has read and understands Florida's Public Records Law and agrees to comply with Florida's Public Records Law. (e) Electronic Files and Records: The HHF Advisor understands that its services under this Contract are subject to ongoing monitoring and review by Florida Housing or by its compliance monitors. Because of the cost, time and disruption associated with on -site audits, the parties intend that the compliance monitoring under this Contract be conducted off -site to the extent possible. The HHF Advisor shall maintain its files and records in connection with the services rendered under this Contract in electronic form and, upon request, shall transmit electronic copies of those files and records to Florida Housing, or to its compliance monitor(s), or to Treasury, or to its designee(s). The HHF Advisor shall transmit electronic copies of the requested files or records to the requesting party promptly following request, but in no event later than 12:00 noon on the next business day following the day of the request. Florida Housing reserves its rights under Section 7. (c) of this Contract to conduct on -site inspections of the HHF Advisor's files and records under this Contract. 8. LIABILITY (a) Florida Housing shall not be deemed to have assumed any liability for the acts, omissions, or negligence of the HHF Advisor, its agents, its servants, or employees, and the HHF Advisor specifically accepts responsibility for its acts, omissions or negligence and for the acts, omissions or negligence of its agents, servants or employees, and holds Florida Housing 4 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. harmless from the claims of any third party which may arise due to the acts, omissions, or negligence of the HHF Advisor or its agents, servants or employees. The HHF Advisor further acknowledges that it is not an employee or agent of Florida Housing while performing the services contemplated by this Contract. Rather, the HHF Advisor acknowledges that it is performing the services under this Contract as an independent contractor. The HHF Advisor warrants and represents that it is authorized to do business in the State of Florida, and that it has and will maintain at all times during the term of this Contract all requisite licenses and permits as may be required for doing business and practicing its profession. (b) The HHF Advisor specifically accepts responsibility for compliance with all applicable Florida laws, federal laws, Florida Housing rules and Florida Housing policies. (c) The HHF Advisor specifically accepts responsibility for the payment of all income taxes, assessments, or contributions that may be required to be paid to any unit of government as a result of the payments paid to or by the HHF Advisor in conjunction with the services rendered pursuant to this Contract or in connection with the HHF Advisor's property. At no time shall the HHF Advisor make any commitments for or incur any charges or expenses for, or in the name of, Florida Housing. (d) Nothing herein is intended to serve as a waiver of sovereign immunity by Florida Housing. (e) The HHF Advisor shall not be relieved of liability to Florida Housing for damages sustained by Florida Housing by virtue of any termination or breach of this Contract by the HHF Advisor. (f) The HHF Advisor operates a self insured program in accordance and subject the limitations of Section 768.28 of the Florida Statutes. The HHF Advisor hereby agrees to provide Florida Housing with a letter of self insurance throughout the term of the contract. 9. DEFAULT AND REMEDIES (a) If any of the events listed in subparagraph (b) (Events of Default) occur, all obligations on the part of Florida Housing to continue doing business with the HHF Advisor or assign any future transaction to the HHF Advisor shall, if Florida Housing so elects, terminate and Florida Housing may, at its option, exercise any of its remedies set forth herein, or as otherwise provided by law. However, Florida Housing may continue doing business with the HHF Advisor as a participant after the happening of any event listed in subparagraph (b) without waiving the right to exercise such remedies, without constituting a course of dealing, and without becoming liable to include the HHF Advisor in the final transaction. (b) Events of Default shall include, but not be limited to, the following: i. If any report, information, representation or material provided by the HHF Advisor in this Contract, is inaccurate, false or misleading; 5 Contract # 20 1 0-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ii. If any warranty or representation made by the HHF Advisor in this Contract, or any other outstanding agreement with Florida Housing, is deemed by Florida Housing to be inaccurate, false or misleading in any respect; iii. If the HHF Advisor fails to keep, observe, or perform any of the terms or covenants contained in this Contract, or is unable or unwilling to meet its obligations as defined in this Contract; iv. If, in the sole discretion of Florida Housing, the HHF Advisor has failed to perform or complete any of the services identified in this Contract; v. If the HHF Advisor has not complied with all Florida laws, Federal laws, Florida Housing rules or Florida Housing policies applicable to the work or services to be provided under this Contract; vi. If the HHF Advisor permits or engages in discrimination against any Applicant on any prohibited basis, including, but not limited to, gender, race, religion, color, familial status, national origin, ancestry, creed, pregnancy, martial or parental status, sexual orientation, or physical, mental, emotional or learning disability in performing any service identified in this Contract; vii. If the HHF Advisor does not comply with the terms and conditions set forth in Section 420.512(5), Fla. Stat.; viii. If the HHF Advisor commits fraud or engages in activities deemed fraudulent or misleading by Florida Housing; ix. If the HHF Advisor refuses to permit public access to any document, paper, letter, or other material subject to disclosure under Florida's Public Records Law; or x. If the HHF Advisor, or any of its staff, are listed on Florida Housing's Past Due or Non -Compliance List (available on Florida Housing's website). (c) Upon the happening of any Events of Default listed in subparagraph (b) above, Florida Housing will provide written notice of the Default through first class certified mail, return receipt requested (Notice of Default), to the address set forth in Section 11 herein. (d) Upon the happening of any Events of Default listed in subparagraph (b), Florida Housing may provide the HHF Advisor a period of time to cure the Event of Default (Cure Period). If Florida Housing provides a Cure Period, Florida Housing will notify the HHF Advisor of the length of the Cure Period in the Notice of Default. 6 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (e) Upon the happening of any Event of Default, or if Florida Housing provides a Cure Period and if the HHF Advisor is unable or unwilling to cure the Event of Default within the Cure Period, Florida Housing may exercise any remedy pennitted by law. The pursuit of any one of the following remedies shall not preclude Florida Housing from pursuing any other remedies contained herein or otherwise provided at law or in equity. The remedies include, but are not limited to the following: i. Florida Housing may terminate the Contract; ii. Florida Housing may commence an appropriate legal or equitable action to enforce performance of the terms and conditions of this Contract; iii. Florida Housing may exercise any corrective or remedial actions including, but not limited to, requesting additional information from the HHF Advisor to determine the reasons for or the extent of non-compliance or lack of performance, issuing a written warning to advise that more serious measures may be taken if the situation is not corrected, advising the HHF Advisor to suspend, discontinue or refrain from incurring fees or costs for any activities in question or requiring the HHF Advisor to reimburse Florida Housing for the amount of costs incurred; or iv. Florida Housing may exercise any other rights or remedies that may be otherwise available under law. 10. TERMINATION (a) Florida Housing may terminate this Contract without cause and the Contract will automatically terminate on the tenth (10th) day after the representative of the HHF Advisor as identified in Section 11 receives written notice through first class certified mail, return receipt requested (Termination Notice). This Termination Notice shall be sent to the representative of the HHF Advisor identified in Section 11 herein. (b) Florida Housing shall unilaterally terminate this Contract on the tenth (10th) day after the representative of the HHF Advisor as identified in Section 11 receives the Termination Notice if the HHF Advisor fails to comply with Florida's Public Records Law. (c) Florida Housing shall unilaterally terminate this Contract on the tenth (10`h) day after the representative of the HHF Advisor as identified in Section 11 receives the Termination Notice if the HHF Advisor fails to comply with the terms and conditions set forth in s. 420.512(5), Fla. Stat. (d) Florida Housing may terminate the Contract for cause, including, but not limited to, the Events of Default contained in this Contract. The Contract will automatically terminate on the tenth (10th) day after the representative of the HHF Advisor as identified in Section 11 receives the Termination Notice. 7 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (e) This Contract may be terminated by either party upon ten (10) days written notice. The Contract will automatically terminate on the tenth (10th) day after all the parties consent in writing to the Termination Notice. 11. ADMINISTRATION OF CONTRACT (a) The Florida Housing contract administrator for this Contract is: Sherry Green Contracts Administrator Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: (850) 488-4197 Facsimile: (850) 414-6548 E-mail: sherry.green@floridahousing.org or the designated successor. (b) The primary HHF Advisor contract administrator for this Contract is: George Mensah Director City of Miami, Department of Community Development Miami, Florida 33130 Phone: (305) 416-2080 Facsimile: (305) 416-2090 Cellular: E-mail: gmensah@miamigov.com or designated successor. (c) If applicable, the additional HHF Advisor contract administrator for this Contract is: Alfredo Duran Deputy Director City of Miami, Department of Community Development 444 S.W. 2nd Avenue, Miami, FL 33130 Phone: (305) 416-2080 Facsimile: (305) 416-2090 Cellular: E-mail: aduran@miamigov.com or the designated successor. (e) The Florida Housing program contact for this Contract is: David Westcott Director of Homeownership Programs 8 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: (850) 488-4197 Facsimile: (850) 488-9809 E-mail: david.westcott@floridahousing.org or the designated successor. (f) All written and verbal approvals referenced in this Contract shall be obtained from the parties' contract administrator or their respective designees. (g) All notices shall be given to the parties' respective contract administrators or their respective designees. 12. CONFIDENTIALITY (a) Subject to the provisions of Florida's Public Records Law, as applicable to Florida Housing, all materials furnished to Florida Housing pursuant to this Contract are confidential and the HHF Advisor will treat such materials as confidential and will not reveal or discuss such materials or any other information learned as a result of this Contract with any other person or entity, except as authorized or directed by Florida Housing. (b) In addition, working papers, copies, internal documents, procedures, methods and related materials are considered confidential and/or proprietary and the HHF Advisor shall treat such information as confidential and/or proprietary and shall not reveal or discuss any such information with any other person or entity, except as authorized or directed by Florida Housing. All such records and materials will remain the property of Florida Housing. (c) If the HHF Advisor is required to disclose or publish the existence or terms of this Contract pursuant to Florida's Public Records Law, then the HHF Advisor shall notify Florida Housing in writing of such disclosure within two (2) days after receipt of the Public Records request. 13. OTHER PROVISIONS (a) This Contract shall be construed under the laws of the State of Florida and venue for any actions arising out of this Contract shall lie in Leon County. (b) If any provision hereof is in conflict with any applicable statute or rule, or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict and shall be deemed severable, but shall not invalidate any other provision of this Contract. (c) No waiver by Florida Housing of any right or remedy granted hereunder or failure to insist on strict performance by the HHF Advisor shall affect or extend or act as a waiver of any other right or remedy of Florida Housing hereunder, or affect the subsequent exercise of the 9 Contract # 2010-07-02-077 THIS DOCUMENT IS A SU BSTI) U i iON TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. same right or remedy by Florida Housing for any further or subsequent default by the HHF Advisor. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing. (d) Any power of approval or disapproval granted to Florida Housing under the terms of this Contract shall survive the terms and life of this Contract as a whole. (e) The Contract may be executed in any number of counterparts, any one of which may be taken as an original. 14. LOBBYING PROHIBITION No funds compensation or other resources received in connection with this Contract may be used directly or indirectly to influence legislation or any other official action by the Florida or Federal Legislature or any state or federal agency. The HHF Advisor further acknowledges that it has not retained the services of any lobbyist or consultant to assist in the procurement and negotiation of this Contract. 15. COPYRIGHT, PATENT AND TRADEMARK (a) If the HHF Advisor brings to the performance of this Contract a pre-existing copyright, patent or trademark, the HHF Advisor shall retain all rights and entitlements to that pre-existing copyright, patent or trademark unless the Contract provides otherwise. (b) If any discovery or invention arises or is developed in the course of or as a result of work or services performed under this Contract, or in any way connected herewith, the HHF Advisor shall refer the discovery or invention to Florida Housing for a determination whether patent protection will be sought in the name of Florida Housing. Any and all patent rights accruing under or in connection with the performance of this Contract are hereby reserved to Florida Housing. In the event that any books, manuals, films, or other copyrightable material are produced, the HHF Advisor shall notify Florida Housing in writing. Any and all copyrights or trademarks created by or in connection with the performance under this Contract are hereby reserved to Florida Housing. (c) All subcontracts or other arrangements entered into by the HHF Advisor, with prior written approval and consent of Florida Housing, for the purpose of developing or procuring copyrightable materials (e.g., audiovisuals, computer programs, software, publications, curricula, research materials or training materials, etc.) shall specifically reference and reserve Florida Housing's exclusive rights to use and exploit copyrights and licenses to the extent permitted by copyright law and Florida Statutes. 16. LEGAL AUTHORIZATION The HHF Advisor certifies with respect to this Contract that it possesses the legal authority to enter into this Contract and that, if applicable, its governing body has authorized, by resolution or otherwise, the execution and acceptance of this Contract with all covenants and I0 Contract # 2010-07-02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT assurances contained herein. The HHF Advisor also certifies that the undersigned possesses the authority to legally execute and bind the HHF Advisor to the terms of this Contract. 17. PUBLIC ENTITY CRIME A person or affiliate, who has been placed on the convicted vendor list, following a conviction for a public entity crime, may not: a. submit a bid on a contract to provide any goods or services to a public entity; b. submit a bid on a contract with a public entity for the construction or repair of a public building or public work; c. submit bids on leases of real property to a public entity; d. be awarded or perform work as a consultant, supplier, subcontractor, or consultant under a contract with any public entity, and; e. transact business with any public entity in excess of the threshold amount provided in s. 287.017, Fla. Stat., for CATEGORY TWO: $25,000, for a period of 36 months from the date of being placed on the convicted vendor list. Any contract in violation of this provision shall be null and void. 18. CONFLICTS OF INTEREST (a) Pursuant to Section 420.512(5), Fla. Stat.: "Service providers shall comply with the following standards of conduct as a condition of eligibility to be considered or retained to provide services. For purposes of paragraphs (a), (b), and (c) only, the term `service provider' means and is limited to a law firm, an investment bank, or a credit underwriter, and the agents, officers, principals, and professional employees of the service provider. (a) A service provider may not make contributions in any amounts, directly or indirectly, for or on behalf of candidates for Governor, nor shall any service provider make a contribution in excess of $100 to any candidate for a member of the State Board of Administration other than the Governor in Florida while the service provider is included in an applicant pool from which service providers are selected to provide services to the corporation, while the service provider provides services to the corporation, and for the longer of a period of 2 years thereafter or for a period through the next general election for Governor. (b) The service provider shall not participate in fundraising actit,ties for or behalf of candidates for Governor in Florida while the service pm,`' in an applicant pool from which service providers are selected tT* to the corporation, while the service provider provides services t and for the longer of a period of 2 years thereafter or for a period iiext general election for Governor.• (c) Service providers shall provide to,the corporat. Ewa statement that the service provider has not contributed to can. 'dates r Grnor or contributed in excess of the amounts allowed by iit j ' tioi r a member of the State Board of Administration ovengaged in- i $.Activities for or on behalf of candidates Contract # .26.1.0407*02-077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT for Governor in Florida since the effective date of this section or during the 24 months preceding the service provider's application to provide services to the corporation, whichever period is shorter. (d) The service provider may not engage in prohibited business solicitation communications with officers, members, or covered employees of the corporation. (e) If a service provider is in doubt as to whether its activities, or the activities of its principals, agents, or employees, violate the provisions of this section, it may request a declaratory statement in accordance with the applicable rule and s. 120.565, Fla. Stat. (f) If the corporation determines that a service provider has failed to meet the provisions of this section, it shall consider the magnitude of the violation and whether there has been a pattern of violations in determining whether to terminate or decline to enter into contracts with the service provider." (b) Section 420,503(31), Fla. Stat., states: " `Prohibited business solicitation communication' means a private written or verbal communication between a member, officer, or covered employee of the corporation and a service provider regarding the merits of the service provider and whether the corporation should retain the services of the service provider. The term does not include: (a) A verbal communication made on the record during a public meeting; (b) A written communication provided to each member and officer of the corporation and made part of the record at a public meeting; (c) A written proposal or statement of qualifications submitted to the corporation in response to a corporation advertisement seeking proposals or statements of qualifications as part of a competitive selection process. (d) A verbal or written communication related to the contractual responsibilities of a service provider who was selected to provide:services or who was included in ,p>;f,ervice providers eligible to provide serVices as a result of a competitive ,._ f�process, so long as the communication; oes not.ralate`hsolicitation of or written comma. ation related tb a proposed meth d of financing i ets, so lon :; e communication does not relate to solicitation A'• ecuting phis contract, the HHF Advisor certifies that it shall comply with, i• U.n, grid is currently in compliance with, Section 420.51�5), Fla. Stat., as amended. •(d) The HHF Advisor will certify th ` staff airtd `volunteers who will provide services under the Contract have no conflict(s)of i r,. �t��t�t�ue to relationships with servicers, real estate agencies, mortgage lenders, homeowners., or' puysehold members, family members and/or other persons or entities that may stand to , . t'1 particular outcomes a (e) In addition to the confl` ,statutes, should Contract # 2010-07-02-077 -- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT the HHF Advisor become aware or any actual, apparent, or potential conflict of interest or should any such actual, apparent, or potential conflict of interest come into being subsequent to the effective date of this Contract and prior to the conclusion of the Contract, the HHF Advisor will provide notification to Florida Housing, through first class certified mail, return receipt requested (Notice of Conflict of Interest), to the address set forth in Section 11 herein, within ten (10) working days. If the HHF Advisor is found to be in non-compliance with this provision, without prior written consent from Florida Housing's Executive Director, any compensation received in connection with this Contract shall be subject to forfeiture to Florida Housing. 19. TECHNICAL ASSISTANCE A technical assistance provider (TAP) may be assigned to the HHF Advisor by and at the discretion of Florida Housing at any time during the term of this Contract. In such case, the TAP may evaluate the HHF Advisor to determine experience and capacity levels and submit written recommendations and observations to Florida Housing. In no event, however, shall the TAP manage, control or direct the manner in which the HHF Advisor renders the services contemplated under this Contract. 20. FACILITIES The facilities and premises used by the HHF Advisor in providing the services under this Contract shall be maintained in commercially reasonable clean and safe condition, and accessible to all persons, including persons with disabilities. 21. OTHER LANGUAGES The HHF Advisor must be prepared to communicate with non-English' speaking Applicants in providing the services contemplated under this Contract. To that end, the HHF Advisor ,either must have staff fluent in the language of an , such 'applicant or use interpreter se ' }nsure that such Applicant has access to: ices • • - .grams contemplated ntract. against any Applicant on ce, religion, color, familial status, or parental status, sexual orientation, or The HHF Advisor agrees to comply with quality control, compliance and evaluation of the Unemployment Mortgage Assistance Program and Mortgage Loan Reinstatement Program for activities performed pursuant to the Contract. 24. ENTIRE AGREEMENT 13 Contract # 2010-07-02-077 APPROVED AS TO INSURANCE REQUIREMENTS: By: Gary Reshefsky Risk Management 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT This Contract, including any and all attachments, embodies the entire agreement of the parties. There are no other provisions, terms, conditions or obligations between the parties. The Contract supersedes all previous oral or written communications, representations or agreements on this subject. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their undersigned representatives as duly authorized. By: Tony E. Crapp, Jr. Name: Title: City Manager FEIN: DATE: FLORIDA HOUSING FINANCE CORPORATION By: Name: Title: DATE: ATTEST: By: AP.,PROVTDAS TO FORM AND CREC SS: Priscilla A. Thompson City Clerk By: Julie O. Bru City Attorney Contract # 2010-07-02-077 SUBSTITUTED CONTRACT FOR HF ADVISOR SERVICES FOR THE HFA HARDEST HIT FUND UNEMPLOYMENT MORTGAGE ASSISTANCE PROGRAM AND MORTGAGE LOAN REINSTATEMENT PROGRAM BETWEEN FLORIDA HOUSING FINANCE CORPORATION AND CITY OF MIAMI This Co act for Hardest Hit Fund (HHF) Advisor Services for the HFA Hardest Hit Fund Unemploym, t Mortgage Assistance Program (UMAP) and Mortgage Loan Reinstatement Program (MLRP) i 10-07-02-001 (Contract) is entered into by and between the FLORIDA HOUSING FINANC 1 ORPORATION. (Florida Housing), .a public corporation and a public body corporate and poli with headquarters located at 227 North Bronough Street, Suite 5000, Tallahassee, Florida, 3230 . and City of Miami, a Florida Municipal Corporation (HHF Advisor) located at 444 S.W. 2nd Ave e, Miami, Florida. This Contract shall become effective upon the date the last party signs the Co act (Effective Date). AL UNDERSTANDINGS Florida Housing was directed the U.S. Department of the Treasury (Treasury) to create and administer foreclosure preven 'n assistance programs that address the unique issues of our state. Treasury requires that Florida .e a portion of these funds specifically for targeted unemployment programs that provide tem s ary assistance to eligible homeowners. These targeted unemployment programs are as follow • Unemployment Mortgage Assistance Progr• (UMAP) will provide up to 18 months of payments to the mortgage lender to assist ployed/underemployed borrowers with their first mortgage until they can resume payme on their own. • Mortgage Loan Reinstatement Program (MLRP) be used to bring a delinquent mortgage current for a homeowner who has retu • to work or recovered from underemployment. The UMAP and the MLRP are referred to collectively as the employment Programs." As used herein, the term "Applicant" means the borrower (incl g any co -borrower) under a mortgage loan who applies for assistance under the Unempl. ent Programs. The HHF Advisor shall perform and render the services identified in t . contract as an independent Contractor and not as an agent, representative, or employee of F 'da Housing. These services shall be known as "Contractor and professional services" and sha elude, but not limited to, the provision of advice and assistance to Florida Housing in the followi areas: • Applicant intake; Contract # 1 SUBSTITUTED Determination of the Applicant's eligibility for assistance under UMAP and/or MLRP; Continuing case management of Applicants assisted with UMAP/MLRP; and Reporting activities. orida Housing has a need for such services and does hereby accept the offer of the HHF Advisor 'on the terms and conditions outlined in this Contract. Flori• Housing has the authority pursuant to Florida Law to direct disbursement of funds for com • sation to the HHF Advisor under the terms and provisions of this Contract. NOW, TH : ' EFORE, the parties agree as follows: 1 RECORDKE The HHF Advisor •ust use Counselor Direct, the client management software available at www.FLhardesthithel •.o . to provide the required data elements under the Contract 2. ENGAGEMENT OF TH HF ADVISOR The HHF Advisor agrees t• •rovide the services in accordance with the terms and conditions hereinafter set forth, unles otherwise stated in this Contract. The HHF Advisor understands and agrees that all services der this Contract are to be performed solely by the HHF Advisor, unless prior written appro and consent is received from Florida Housing for any subcontract or assignment of services. The HHF Advisor shall use the applica Fund Procedure Manual dated February 2011, incorporated herein by reference, to determine the assistance. These criteria have already been modifie program and it is anticipated that further modifications will be made available to the HHF Advisor in the Counse required to apply the eligibility criteria in effect at the time for an Applicant. criteria set forth in the Advisor Hardest Hit copy of which is attached hereto and licant's eligibility for UMAP and MLRP ed on lessons learned during the pilot ay be necessary. Updated procedures Direct system. The HHF Advisor is e eligibility determination is made References herein to this Contract shall be deemed to same be modified from time to time during the term hereof ude the attached manual, as 3. INCORPORATION OF MUTUAL UNDERSTANDNGS, AWS RULES AND REGULATIONS The Mutual Understandings set out above are incorporated into and i ade a part of this Contract. Contract # 2 SUBSTITUTED Applicable federal and state laws, rules, and regulations, as well as such written directives and guidance as may be issued from time to time by Treasury with regard to the employment Programs, shall govern both the HHF Advisor and Florida Housing. EFFECTIVE DATE AND TERM OF AGREEMENT 's Contract shall begin upon the date the last party signs the Contract (Effective Date). The of this Contract shall be for a period of two (2) years following the Effective Date, subject satisfactory performance of the HHF Advisor at the sole discretion of Florida Housing. If the . rties mutually agree in writing, the Contract may be renewed up to three (3) times. Each renewhall be for an additional one-year period. 5. MODIFICATI • OF AGREEMENT Either party may r that are mutually agreed upo and attached to this Contract. full force and effect. 6. COMPENSATION a modification of the provisions of this Contract. Modifications all be valid only when reduced to writing, signed by the parties other terms and provisions, not so modified, shall remain in The HHF Advisor will not be perm ed to charge the borrower for any services rendered. All compensation will be supplied by Flo • a Housing and the HFA Hardest Hit Fund in amounts set forth below: • Determination of eligibility for LRP - $250 per Applicant • Closing - $100 • Monthly case management - $75 per mon .er Applicant • Initial one-time start-up payment of $2,400, •on execution of the contract. 7. FILES The HHF Advisor shall maintain all documents and inform. 'on received or generated in connection with any Applicant in a manner which safeguards the vacy of the Applicant's information. Paper documentation must be kept in secured file abinets. Scanned or electronically stored documents must be safeguarded in a fashion t securely maintains Applicant privacy. (a) Contents of the Files: The HHF Advisor shall maintain Applican les containing documentation sufficient to verify an Applicant's eligibility (or ineligibility) for • and/or MLRP assistance in accordance with the applicable eligibility guidelines under this ontract, as well as all compensation paid to the HHF Advisor for services rendered in connectio ith this Contract; such files shall include reports, records, documents, papers, letters, computer es, or other material received, generated, maintained or filed by the HHF Advisor in connectio ith this Contract. Contract # 3 SUBSTITUTED (b) Retaining the Files: The HHF Advisor must retain the files for a minimum of three (3) years from the outcome date or longer if there is an audit, investigation or litigation in rogress. Additional time may also be required if other assistance programs are used with longer ention periods. It is the HHF Advisor's responsibility to determine the proper retention pe 'd. At the time of disposal, paper files may be shredded, incinerated or buried in a public land in accordance with State laws and rules. For electronic records containing information that is • fidential or exempt from disclosure, appropriate destruction methods include physical destructi. of storage media such as by shredding, crushing, or incineration; high-level overwritin : at renders the data unrecoverable; or degaussing/demagnetizing. (c) ess to the Files: The HHF Advisor and its employees shall allow Florida Housing, or its . -nt(s) and compliance monitor(s), physical access to the files and records maintained by the F Advisor under this Contract during normal business hours, 9:00 a.m. to 5:00 p.m., Eastern Ti : , Monday through Friday, provided such day is not a holiday. Florida Housing shall make renable effort, but shall not be required, to notify the HHF Advisor 24- hours in advance of suc 'sit; such notice may be in the form of a phone call or an email directed to the HHF Adviso contract administrator as designated in this Contract. (d) Files Sub'ect to lorida's Public Records Law: Any file, report, record, document, paper, letter, or other •terial received, generated, maintained or sent by the HHF Advisor in connection with this Con.:ct is subject to the provisions of Section 119.01-.19, Fla. Stat., as may be amended from time to me (Florida's Public Records Law). The HHF Advisor represents and acknowledges that it has :d and understands Florida's Public Records Law and agrees to comply with Florida's Public Rec.. s Law. (e) Electronic Files and Records: ' e HHF Advisor understands that its services under this Contract are subject to ongoing mom '.:ng and review by Florida Housing or by its compliance monitors. Because of the cost, time an. sruption associated with on -site audits, the parties intend that the compliance monitoring under s Contract be conducted off -site to the. extent possible. The HHF Advisor shall maintain its -s and records in connection with the services rendered under this Contract in electronic fo and, upon request, shall transmit electronic copies of those files and records to Florida Hous :, or to its compliance monitor(s), or to Treasury, or to its designee(s). The HHF Advisor shal ansmit electronic copies of the requested files or records to the requesting party promptly folio request, but in no event later than 12:00 noon on the next business day following the day of - request. Florida Housing reserves its rights under Section 7. (c) of this Contract to conduct on te inspections of the HHF Advisor's files and records under this Contract. 8. LIABILITY (a) Florida Housing shall not be deemed to have assumed any liabili for the acts, omissions, or negligence of the HHF Advisor, its agents, its servants, or employees, .. d the HHF Advisor specifically accepts responsibility for its acts, omissions or negligence and the acts, omissions or negligence of its agents, servants or employees, and holds Florida ousing 4 Contract # • SUBSTITUTED harmless from the claims of any third party which may arise due to the acts, omissions, or egligence of the HHF Advisor or its agents, servants or employees. The HHF Advisor further owledges that it is not an employee or agent of Florida Housing while performing the se ces contemplated by this Contract. Rather, the HHF Advisor acknowledges that it is pe • • ing the services under this Contract as an independent contractor. The HHF Advisor warr. and represents that it is authorized to do business in the State of Florida, and that it has and will intain at all times during the term of this Contract all requisite licenses and permits as may be r . ed for doing business and practicing its profession. (b) applicable Flori e HHF Advisor specifically accepts responsibility for compliance with all aws, federal laws, Florida Housing rules and Florida Housing policies. (c) . The F .Advisor .specifically accepts .responsibility for the payment of all income taxes, assessm •ts, or contributions that may be required to be paid to any unit of government as a result o e payments paid to or by the HHF Advisor in conjunction with the services rendered pursuant this Contract or in connection with the HHF Advisor's property. At no time shall the HI -IF Advis• ake any commitments for or incur any charges or expenses for, or in the name of, Florida Hous (d) Nothing herein is int • ed to serve as a waiver of sovereign immunity by Florida Housing. (e) The HHF Advisor shall 't be relieved of liability to Florida Housing for damages sustained by Florida Housing by vi e of any termination or breach of this Contract by the HHF Advisor. (f) The HHF Advisor must maintain fessional liability insurance throughout the term of the Contract in an amount that is standard for 'e industry, but not less than $100,000. 9_ DEFAULT AND REMEDIES (a) If any of the events listed in subparagraph obligations on the part of Florida Housing to continue doing b assign any future transaction to the HHF Advisor shall, if Flori and Florida Housing may, at its option, exercise any of its rem otherwise provided by law. However, Florida Housing may contin HHF Advisor as a participant after the happening of any event listed in waiving the right to exercise such remedies, without constituting a course becoming liable to include the HHF Advisor in the final transaction. (Events of Default) occur, all 'ness with the HHF Advisor or Housing so elects, terminate es set forth herein, or as doing business with the paragraph (b) without dealing, and without (b) Events of Default shall include, but not be limited to, the followi Contract # i. If any report, information, representation or material provid:• the HHF Advisor in this Contract, is inaccurate, false or misleading; ii. If any warranty or representation made by the HHF Advisor thi 5 v. SUBSTITUTED Contract, or any other outstanding agreement with Florida Housing, is deemed by Florida Housing to be inaccurate, false or misleading in any respect; If the HHF Advisor fails to keep, observe, or perform any of the terms or covenants contained in this Contract, or is unable or unwilling to meet its obligations as defined in this Contract; If, in the sole discretion of Florida Housing, the HHF Advisor has failed to perform or complete any of the services identified in this Contract; f the HHF Advisor has not complied with all Florida laws, Federal laws, rida Housing rules.or Florida Housing policies applicable to the work or rvices to be provided under this Contract; vi. If the Applic race, rel pregnancy, mental, identified vii. If the HHF Adviso forth in Section 420.5 oes not comply with the terms and conditions set 5), Fla. Stat.; If the HHF Advisor co its fraud or engages in activities deemed fraudulent or misleading by rida Housing; If the HHF Advisor refuses to paper, letter, or other material sub Records Law; or ermit public access to any document, t to disclosure under Florida's Public x. If the HHF Advisor, or any of its staff, isted on Florida Housing's Past Due or Non -Compliance List (available on orida Housing's website). (c) Upon the happening of any Events of Default listed Florida Housing will provide written notice of the Default through return receipt requested (Notice of Default), to the address set forth in S subparagraph (b) above, st class certified mail, • on 11 herein. (d) Upon the happening of any Events of Default listed in subp Housing may provide the HHF Advisor a period of time to cure the Even Period). If Florida Housing provides a Cure Period, Florida Housing will Advisor of the length of the Cure Period in the Notice of Default. ..:,,: «;- , Contract # 6 ., a • aph - (b), Florida f Default (Cure tify the HHF HF Advisor permits or engages in discrimination against any on any prohibited basis, including, but not limited to, gender, i n, color, familial status, national origin, ancestry, creed, .rtial or parental status, sexual orientation, or physical, emot al or learning disability in performing any service in this ontract; SUBSTITUTED (e) Upon the happening of any Event of Default, or if Florida Housing provides a Cure Period and if the HHF Advisor is unable or unwilling to cure the Event of Default within the Cure Period, Florida Housing may exercise any remedy permitted by law. The pursuit of any ne of the following remedies shall not preclude Florida Housing from pursuing any other edies contained herein or otherwise provided at law or in equity. The remedies include, but .t limited to the following: i. Florida Housing may terminate the Contract; Florida Housing may commence an appropriate legal or equitable action to enforce performance of the terms and conditions of this Contract; iii. Florida. Housing may exercise any . corrective or remedial actions including, but not limited to, requesting additional information from the F Advisor to determine the reasons for or the extent of non-compliance o ack of performance, issuing a written warning to advise that more sers measures may be taken if the situation is not corrected, advising the Advisor to suspend, discontinue or refrain from incurring fees or costs f. any activities in question or requiring the HHF Advisor to reimburse orida Housing for the amount of costs incurred; or iv. Florida Housi otherwise availa 10. TERMINATION may exercise any other rights or remedies that may be under law. (a) Florida Housing may terminate . 's Contract without cause and the Contract will automatically terminate on the tenth (10t) day er the representative of the HHF Advisor as identified in Section 11 receives written notice t gh first class certified mail, return receipt requested (Termination Notice). This Termination ice shall be sent to the representative of the HHF Advisor identified in Section II herein. (b) Florida Housing shall unilaterally terminate 's Contract on the tenth (10`h) day after the representative of the HHF Advisor as identified in Lion 11 receives the Termination Notice if the HHF Advisor fails to comply with Florida's Public ' ecords Law. (c) Florida Housing shall unilaterally terminate this Co after the representative of the HHF Advisor as identified in Section 1 Notice if the HHF Advisor fails to comply with the terms and 420.512(5), Fla. Stat. ct on the tenth (10th) day eceives the Termination itions set forth in s. (d) Florida Housing may terminate the Contract for cause, includi but not limited to, the Events of Default contained in this Contract. The Contract will automaticterminate on the tenth (10`h) day after the representative of the HHF Advisor as identified Section 11 receives the Termination Notice. 7 SUBSTITUTED (e) This Contract may be terminated by either party upon ten (10) days written notice. Contract will automatically terminate on the tenth (10`h) day after all the parties consent in g to the Termination Notice. 11. DMIN1STRATION OF CONTRACT (a) Florida Housing contract administrator for this Contract is: Sherry Green Contracts Administrator Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: (850) 488-4197 Facsimile: (850) 414-6548 mail: sherry.green@floridahousing.org or the designated successor. (b) The primary HHF A s or contract administrator for this Contract is: George Mensah Director City of Miami, Depent of Community Development Mi. Florida 33130 Phone: • 05) 416-2080 Facsimile: ' 05) 416-2090 Cellular: E-mail: gmensah • amigov.com or designated s cessor. (c) If applicable, the additional HHF Advisor co act administrator for this Contract is: Alfredo Duran Deputy Director City of Miami, Department of Community . velopment 444 S.W. 2nd Avenue, Miami, FL 33 ' 0 Phone: (305) 416-2080 Facsimile: (305) 416-2090 Cellular: E-mail: aduran@miamigov.com or the designated successor. (e) The Florida Housing program contact for this Contract is: David Westcott Director of Homeownership Programs 8 Contract # :'" (f) the parties' con SUBSTITUTED Florida Housing Finance Corporation 227 North Bronough St., Suite 5000 Tallahassee, Florida 32301-1329 Phone: (850) 488-4197 Facsimile: (850) 488-9809 E-mail: david.westcott@floridahousing.org or the designated successor. written and verbal approvals referenced in this Contract shall be obtained from ct administrator or their respective designees. (g) All noteshall be given to the parties' respective contract administrators or their respective designees. 12. CONFIDENTIAL ' Y (a) Subject to the •rovisions of Florida's Public Records Law, as applicable to Florida Housing, all materials rnished to Florida Housing pursuant to this Contract are confidential and the HHF Adviso ill treat such materials as confidential and will not reveal or discuss such materials or any other i •rmation learned as a result of this Contract with any other person or entity, except as authorized • • irected by Florida Housing. (b) In addition, working papers, •pies, internal documents, procedures, methods and related materials are considered confidential . 'd/or proprietary and the HHF Advisor shall treat such information as confidential and/or prop and shall not reveal or discuss any such information with any other person or entity, exce• authorized or directed by Florida Housing. All such records and materials will remain the prop • of Florida Housing. (c) If the HHF Advisor is required to disclos •r publish the existence or terms of this Contract pursuant to Florida's Public Records Law, then e HHF Advisor shall notify Florida Housing in writing of such disclosure within two (2) days ' er receipt of the Public Records request. 13. OTHER PROVISIONS (a) This Contract shall be construed under the laws of the St- of Florida and venue for any actions arising out of this Contract shall lie in Leon County. (b) If any provision hereof is in conflict with any applicable st.. to or rule, or is otherwise unenforceable, then such provision shall be deemed null and void to extent of such conflict and shall be deemed severable, but shall not invalidate any other pro ion of this Contract. (c) No waiver by Florida Housing of any right or remedy granted hereunder o • lure to insist on strict performance by the HHF Advisor shall affect or extend or act as a wai of any other right or remedy of Florida Housing hereunder, or affect the subsequent exercise o 9 Contract # ' k ',`P1'' .-'; SUBSTITUTED same right or remedy by Florida Housing for any further or subsequent default by the HHF Advisor. A waiver or release with reference to any one event shall not be construed as continuing r as constituting a course of dealing. (d) Any power of approval or disapproval granted to Florida Housing under the terms Contract shall survive the terms and life of this Contract as a whole. maybe t 14. LOB The Contract may be executed in any number of counterparts, any one of which as an original. G PROHIBITION pensation.or otherresources received in connection with this Contract may • irectly to influence legislation or any other official action by the Florida or ny state or federal agency. The HHF Advisor further acknowledges that rvices of any lobbyist or consultant to assist in the procurement and No funds be used directly or t. Federal Legislature o it has not retained the negotiation of this Contra 15. COPYRIGHT PATE AND TRADEMARK (a) If the HHF Advi copyright, patent or trademark, the pre-existing copyright, patent or trad brings to the performance of this Contract a pre-existing HF Advisor shall retain all rights and entitlements to that ark unless the Contract provides otherwise. (b) If any discovery or invent of work or services performed under this Advisor shall refer the discovery or invent patent protection will be sought in the n accruing under or in connection with the p Florida Housing. In the event that any books produced, the HHF Advisor shall notify Flo trademarks created by or in connection with reserved to Florida Housing. • arises or is developed in the course of or as a result tract, or in any way connected herewith, the HHF • to Florida Housing for a determination whether (c) All subcontracts or other arrangements ente prior written approval and consent of Florida Housing, fo procuring copyrightable materials (e.g., audiovisuals, computer curricula, research materials or training materials, etc.) shall s Florida Housing's exclusive rights to use and exploit copyrights permitted by copyright law and Florida Statutes. 16. LEGAL AUTHORIZATION • into by the HHF Advisor, with the purpose of developing or p ams, software, publications, p cally reference and reserve d licenses to the extent The HHF Advisor certifies with respect to this Contract that it p authority to enter into this Contract and that, if applicable, its governing body h•• resolution or otherwise, the execution and acceptance of this Contract with all 10 Contract # • esses the legal authorized, by venants and SUBSTITUTED ssurances contained herein. The HHF Advisor also certifies that the undersigned possesses the thority to legally execute and bind the HHF Advisor to the terms of this Contract. 17. PUBLIC ENTITY CRIME erson or affiliate, who has been placed on the convicted vendor list, following a convictio or a public entity crime, may not: a. su. , it b. sub public c. submit d. be award under a con e. transact busi s. 287.017, Fla. from the date of of this provision a bid on a contract to provide any goods or services to a public entity; a bid on a contract with a public entity for the construction or repair of a uilding or public work; s on leasesof real property to a public entity; or perform work as a consultant, supplier, subcontractor, or consultant ct with any public entity, and; s with any public entity in excess of the threshold amount provided in tat., for CATEGORY TWO: $25,000, for a period of 36 months ing placed on the convicted vendor list. Any contract in violation shbe null and void. 18. CONFLICTS OF INTER (a) Pursuant to Section 42 Contract # " - • "Service providers shall condition of eligibility to purposes of paragraphs (a), and is limited to a law firm, an agents, officers, principals, and pr (a) A service provider may not m indirectly, for or on behalf of candy provider make a contribution in excess the State Board of Administration other service provider is included in an applicant selected to provide services to the corporation services to the corporation, and for the longer for a period through the next general election for (b) The service provider shall not participate in behalf of candidates for Governor in Florida while th in an applicant pool from which service providers are to the corporation, while the service provider provides se and for the longer of a period of 2 years thereafter or for general election for Governor. (c) Service providers shall provide to the corporation a state provider has not contributed to candidates for Governor or con of the amounts allowed by this section for .a member of the Administration or engaged in fundraising activities for or on behal 12(5), Fla. Stat.: ply with the following standards of conduct as a considered or retained to provide services. For and (c) only, the term `service provider' means vestment bank, or a credit underwriter, and the ssional employees of the service provider. contributions in any amounts, directly or tes for Governor, nor shall any service $100 to any candidate for a member of an the Governor in Florida while the of from which service providers are bile the service provider provides a period of 2 years thereafter or vernor. draising activities for or on ervice provider is included ected to provide services ces to the corporation, riod through the next 11 a that the service buted in excess ate Board of candidates SUBSTITUITED for Governor in Florida since the effective date of this section or during the 24 months preceding the service provider's application to provide services to the corporation, whichever period is shorter. (d) The service provider may not engage in prohibited business solicitation communications with officers, members, or covered employees of the corporation. (e) If a service provider is in doubt as to whether its activities, or the activities of is principals, agents, or employees, violate the provisions of this section, it may uest a declaratory statement in accordance with the applicable rule and s. 12, 65, Fla- Stat. (f) I he corporation determines that a service provider has failed to meet the provis s of this section, it shall consider the magnitude of the violation and whether . ere has been a pattern of violations in determining whether to terminate or decline enter into contracts with the service provider," (b) Section 420.531), Fla. Stat., states: " `Prohibited bus -ss solicitation communication' means a private written or verbal communicati. ' between a member, officer, or covered employee of the corporation and a sery - provider regarding the merits of the service provider and whether the corporation hould retain the services of the service provider. The term does not include: (a) A verbal communication •ade on the record during a public meeting; (b) A written communicatio provided to each member and officer of the corporation and made part of the -cord at a public meeting; (c) A written proposal or stateme •f qualifications submitted to the corporation in response to a corporation adve ement seeking proposals or statements of qualifications as part of a competitive ection process. (d) A verbal or written communication -lated to the contractual responsibilities of a service provider who was selected to ..vide services or who was included in a pool of service providers eligible to provis ervices as a result of a competitive selection process, so long as the communicate. • does not relate to solicitation of business. (e) A verbal or written communication related to = •roposed method of financing or proposed projects, so long as the communication •es not relate to solicitation of business." (c) By executing this contract, the HHF Advisor certifies thit shall comply with, and is currently in compliance with, Section 420.512(5), Fla. Stat., as amen (d) The HHF Advisor will certify that the staff and volunteers •o will provide services under the Contract have no conflict(s) of interest due to relationships wi • servicers, real estate agencies, mortgage lenders, homeowners or household members, family m= •bers and/or other persons or entities that may stand to benefit from particular outcomes. (e) In addition to the conflict of interest rules imposed by the Florida Statutes, ould 12 Contract # :: SUBSTITUTED HHF Advisor become aware of any actual, apparent, or potential conflict of interest or should such actual, apparent, or potential conflict of interest come into being subsequent to the ive date of this Contract and prior to the conclusion of the Contract, the HHF Advisor will provi notification to Florida Housing, through first class certified mail, return receipt requested (Notice 'f Conflict of Interest), to the address set forth in Section I1 herein, within ten (10) working . s. If the HHF Advisor is found to be in non-compliance with this provision, without prior writte .nsent from Florida Housing's Executive Director, any compensation received in connection w this Contract shall be subject to forfeiture to Florida Housing. 19. TECHNI L ASSISTANCE A technical as .tance provider (TAP) maybe assigned to the HHF Advisor by and at the discretion of Florida Ho .ing.at any time during the term of this Contract. In such case, the TAP may evaluate the HHF Aisor to determine experience and capacity levels and submit written recommendations and obse ations to Florida Housing. In no event, however, shall the TAP manage, control or direct manner in which the HHF Advisor renders the services contemplated under this Contra 20. FACILITIES The facilities and premises used , the HHF Advisor in providing the services under this Contract shall be maintained in commerce., reasonable clean and safe condition, and accessible to all persons, including persons with disabi 'es 21. OTHER LANGUAGES The HHF Advisor must be prepared to .mmunicate with non-English speaking Applicants in providing the services contemplated •r this Contract. To that end, the HHF Advisor either must have staff fluent in the language o y such Applicant or use interpreter services to ensure that such Applicant has access to the -rvices and programs contemplated under this Contract. 22. ANTI -DISCRIMINATION The HHF Advisor will not permit or engage in discriminatio against any Applicant on any prohibited basis, including, but not limited to, gender, race, reli , color, familial status, national origin, ancestry, creed, pregnancy, martial or parental status, .exual orientation, or physical, mental, emotional or learning disability. 23. COMPLIANCE The HI -IF Advisor agrees to comply with quality control, compliance and , aluation of the Unemployment Mortgage Assistance Program and Mortgage Loan Reinstateme Program for activities performed pursuant to the Contract. 24. ENTIRE AGREEMENT 13 Contract #: APPROVED AS TO INSURANCE REQUIREMENTS: By: Gary Reshefsky Risk Management Contract # SUBSTITUTED This Contract, including any and all attachments, embodies the entire agreement of the rties. There are no other provisions, terms, conditions or obligations between the parties. The tract supersedes all previous oral or written communications, representations or agreements on s subject. IN ESS WHEREOF, the parties hereto have caused this Contract to be executed by their tinders' ATTEST: representatives as duly authorized. ony E. Crapp, Jr. Name: itle: City Manager FEIN: DATE: FLORIDA HOUSIN • INANCE CORPORATION By: Name: Title: DATE: By: Priscilla A. Thompson City Clerk By: Julie O. B City Attorne AP • OVED AS TO FORM AND CO' CTNESS: 14