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HomeMy WebLinkAboutContract - Indiana Housing and Community Development Authority - Hardest Hit Funds Counseling ServicesBOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date July 29, 2016 Name Pam Meyer Department Community Investment BPW Date August 9, 2016 Phone Extension 5845 �- Required Prior to Submittal to Board Legal ® Attorney Name Michael Schmidt, Ben Dougherty Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing ❑ Check the Appropriate Item Type — Required for All Submissions ❑ Agreement ® Contract ❑ Proposal ❑ Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control ❑ Other: Required Information I Company or Vendor Name Indiana Housing and Community Development Authority (IHCDA) New Vendor MBENVBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of J Yes N No ❑ If Yes, Approved by Purchasing ] MBE ❑ WBE Hardest Hit Funds Counseling Services $ 61,800.00 July 1, 2016-June 30, 2017 Program administration to include but not be limited to: int; triage counseling, eligibility screenings, underwiting ❑ Required Contractor's Certification Form Attached Collusion, Non -Discrimination. Non -Debarment F-Verifv rr Increase Previous Amount Current Percent of Change: New Amount Total Percent of Change: Copy Original ® ® Pam ® ❑ Ben For Change Orders On services, (Non - Dispersal After Approval DCI INDIANA HOUSING AND COMMUNITY DEVELOPMENT AUTHORITY PROFESSIONAL SERVICES CONTRACT CITY OF SOUTH BEND Contract No. HHF-2016-024 This Professional Services Contract ("Contract"), entered into by and between the Indiana Housing and Community Development Authority ("IHCDA" or the "State") and City of South Bend (the "Contractor"), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1. Duties of the Contractor. The duties of the Contractor are set forth in Exhibit "A," attached hereto and incorporated fully herein, and are summarized as follows: Provide intake services, triage counseling, eligibility screenings, advice on alternative solutions to HHF, perform file underwriting to determine whether the client meets the specific HHF qualifications, and to close loans of qualifying borrowers. 2. Consideration. The Contractor will be paid in the manner described more fully in Exhibit °B," attached hereto and made a part hereof. Total remuneration under this Contract shall not exceed $61,800.00 (Sixty -One Thousand Eight Hundred and 001100 Dollars). 3. Term. This Contract shall take effect on July 1, 2016 ("Effective Date") and remain in effect through June 30, 2017 (the "Term"). 4. Access to Records. The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during the Term, and for five (5) years from the date of final payment under this Contract, for inspection by IHCDA or its authorized designees. Copies shall be furnished at no cost to IHCDA, if requested. 5. Assignment; Successors. The Contractor binds its successors and assignees to all the terms and conditions of this Contract. The Contractor shall not assign or subcontract the whole or any part of this Contract without IHCDA's prior written consent. The Contractor may assign its right to receive payments to such third parties as the Contractor may desire without the prior written consent of IHCDA, provided that the Contractor gives written notice (including evidence of such assignment) to IHCDA thirty (30) days in advance of any payment so assigned. The assignment shall cover all unpaid amounts under this Contract and shall not be made to more than one party. 6. Assignment of Antitrust Claims. As part of the consideration for the award of this Contract, the Contractor assigns to the IHCDA all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products or services which are the subject of this Contract. 7. Audits. The Contractor acknowledges that it may be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with I.C. 5-11-1, et seq. and audit guidelines specified by the State. IHCDA considers the Contractor to be a "Contractor" under 2 C.F.R. 200.330 for purposes of this Contract. However, if it is determined that the Contractor is a "subrecipient" and if required by applicable provisions of 2 C.F.R. 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements), Contractor shall arrange for a financial and compliance audit, which complies with 2 C.F.R. 200.500 et seq. 8. Authority to Bind Contractor. The signatory for the Contractor represents that he/she has been duly authorized to execute this Contract on behalf of the Contractor and has obtained all necessary or applicable approvals to make this Contract fully binding upon the Contractor when his/her signature is affixed, and accepted by IHCDA. 9. Changes in Work. The Contractor shall not commence any additional work or change the scope of the work until authorized in writing by IHCDA. The Contractor shall make no claim for additional compensation in the absence of a prior written approval and amendment executed by all signatories hereto. This Contract may only be amended, supplemented or modified by a written document executed in the same manner as this Contract. 10. Compliance with Laws. A. The Contractor shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations thereunder after execution of this Contract shall be reviewed by IHCDA and the Contractor to determine whether the provisions of this Contract require formal modification. B. The Contractor and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State as set forth in I.C. § 4-2-6 et seq., I.C. § 4-2-7, et. seq., the regulations promulgated thereunder, and Executive Order 04-08, dated April 27, 2004. If the Contractor has knowledge, or would have acquired knowledge with reasonable inquiry, that a state officer, employee, or special state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in the Contract, the Contractor shall ensure compliance with the disclosure requirements in IC 4-2-6-10.5 prior to the execution of this contract. If the Contractor is not familiar with these ethical requirements, the Contractor should refer any questions to the Indiana State Ethics Commission, or visit the Inspector General's website at http://www.in.gov/ig/. If the Contractor or its agents violate any applicable ethical standards, IHCDA may, in its sole discretion, terminate this Contract immediately upon notice to the Contractor. In addition, the Contractor may be subject to penalties under IC §§4-2-6, 4-2-7, 35-44.1-1-4, and under any other applicable laws. C. The Contractor certifies by entering into this Contract that neither it nor its principal(s) is presently in arrears in payment of taxes; permit fees or other statutory, regulatory or judicially required payments to the State. The Contractor agrees that any payments currently due to the State of Indiana may be withheld from payments due to the Contractor. Additionally, further work or payments may be withheld, delayed, or denied Page 2 of 15 and/or this Contract suspended until the Contractor is current in its payments and has submitted proof of such payment to IHCDA. D. The Contractor warrants that it has no current, pending or outstanding criminal, civil, or enforcement actions initiated by the State, and agrees that it will immediately notify IHCDA of any such actions. During the term of such actions, the Contractor agrees that IHCDA may delay, withhold, or deny work under any supplement, amendment, change order or other contractual device issued pursuant to this Contract. E. If a valid dispute exists as to the Contractor's liability or guilt in any action initiated by the State or its agencies, and IHCDA decides to delay, withhold, or deny work to the Contractor, the Contractor may request that it be allowed to continue, or receive work, without delay. The Contractor must submit, in writing, a request for review to the Indiana Department of Administration (IDOA) following the procedures for disputes outlined herein. A determination by IDOA shall be binding on the parties. Any payments that the IHCDA may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest, except as permitted by IC §5-17-5. F. The Contractor warrants that the Contractor, its employees, agents, and subcontractors, if any, shall obtain and maintain all required certifications, permits, licenses, registrations and approvals, and shall comply with all health, safety, and environmental statutes, rules, or regulations in the performance of work activities for IHCDA. Failure to do so may be deemed a material breach of this Contract and grounds for immediate termination and denial of further work with IHCDA. G. The Contractor affirms that, if it is an entity described in I.C. Title 23, it is properly registered and owes no outstanding reports to the Indiana Secretary of State. H. As required by I.C. 5-22-3-7: 1. The Contractor and any principals of the Contractor certify that: A. the Contractor, except for de minimis and nonsystematic violations, has not violated the terms of: (i) IC §24-4.7 [Telephone Solicitation Of Consumers]; (ii) IC §24-5-12 [Telephone Solicitations]; or (iii) IC §24-5-14 [Regulation of Automatic Dialing Machines]; in the previous three hundred sixty-five (365) days, even if IC §24-4.7 is preempted by federal law; and B. the Contractor will not violate the terms of IC §24-4.7 for the duration of the Contract, even if IC §24-4.7 is preempted by federal law. 2. The Contractor and any principals of the Contractor certify that an affiliate or principal of the Contractor and any agent acting on behalf of the Contractor or on behalf of an affiliate or principal of the Contractor, except for de minimis and nonsystematic violations, A. has not violated the terms of IC §24-4.7 in the previous three hundred sixty-five (365) days, even if IC §24-4.7 is preempted by federal law; and B. will not violate the terms of IC §24-4.7 for the duration of the Contract, even if IC §24-4.7 is preempted by federal law. 11. Condition of Payment. Page 3 of 15 All services provided by the Contractor under this Contract must be performed to IHCDA's reasonable satisfaction, as determined at the discretion of the undersigned IHCDA representative and in accordance with Exhibit A and all applicable federal, state, and local laws, rules, ordinances and regulations. IHCDA shall not be required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in violation of any federal, state or local statute, ordinance, rule or regulation. As required by I.C. 4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in accordance with instructions filed by the Contractor with the Controller of IHCDA. As a further condition of payment, the Contractor shall complete in full and return to IHCDA a federal Form W-9 (Request for Taxpayer Identification Number and Certification), the form of which is attached hereto as Exhibit "C" and made a part hereof. 12. Confidentiality of Information. The Contractor understands and agrees that data, materials, and information disclosed to the Contractor may contain confidential and protected information. The Contractor covenants that data, material and information gathered, based upon or disclosed to the Contractor for the purpose of this Contract, will not be disclosed to or discussed with third parties without the prior written consent of IHCDA. The parties acknowledge that the services to be performed by Contractor for IHCDA under this Contract may require or allow access to data, materials, and information containing Social Security numbers or other personal information maintained by or on behalf of IHCDA in a computer system or other records. In addition to the covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the Contractor and IHCDA agree to comply with the provisions of I.C. 4-1-10 and I.C. 4-1-11. If any Social Security number(s) or personal information (as defined in I.C. 4-1-11-3) is/are disclosed by Contractor, Contractor agrees to pay the cost of the notice of disclosure of a breach of the security of the system in addition to any other claims and expenses for which it is liable under the terms of this Contract. 13. Continuity of Services. Intentionally omitted. 14. Debarment and Suspension. A. The Contractor certifies by entering into this Contract that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Contract by any federal agency or by any department, agency or political subdivision of the State. The term "principal" for purposes of this Contract means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Contractor. B. The Contractor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Contract and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Contractor shall immediately notify IHCDA if any subcontractor becomes debarred or suspended, and shall, at IHCDA's request, take all steps required by IHCDA to terminate its contractual relationship with the subcontractor for work to be performed under this Contract. 15. Default by IHCDA. If IHCDA, sixty (60) days after receipt of written notice, fails to correct or cure any material breach of this Contract, the Contractor may cancel and terminate this Contract and institute the appropriate measures to collect monies due up to and including the date of termination. 16. Disputes Page 4 of 15 A. Should any disputes arise with respect to this Contract, the Contractor and IHCDA agree to act immediately to resolve such disputes. Time is of the essence in the resolution of disputes. B. The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all its responsibilities under this Contract that are not affected by the dispute. Should the Contractor fail to continue to perform its responsibilities regarding all non -disputed work, without delay, any additional costs incurred by IHCDA or the Contractor as a result of such failure to proceed shall be borne by the Contractor, and the Contractor shall make no reimbursement claim to IHCDA for such additional costs. C. If a party to this Contract is not satisfied with the progress toward resolving a dispute, the party must notify, in writing, the other parry of this dissatisfaction. Upon written notice, the parties have ten (10) working days, unless the parties mutually agree to extend this period, following the notification to resolve the dispute. If the dispute is not resolved within ten (10) working days, a dissatisfied party will submit the dispute in writing according to the following procedure: The parties agree to resolve such matters through submission in writing of their dispute to the Commissioner of the Indiana Department of Administration. The Commissioner shall reduce a decision to writing and mail or otherwise furnish a copy thereof to the Contractor and IHCDA within ten (10) working days after presentation of such dispute for action. The presentation may include a period of negotiations, clarifications, and mediation sessions and will not terminate until the Commissioner or one of the parties concludes that the presentation period is over. The Commissioner's decision shall be final and conclusive unless either party mails or otherwise furnishes to the Commissioner, within ten (10) working days after receipt of the Commissioner's decision, a written appeal. Within ten (10) working days of receipt by the Commissioner of a written request for appeal, the decision may be reconsidered. If no reconsideration is provided within ten (10) working days, the parties may mutually agree to submit the dispute to arbitration or mediation for a determination. If a parry is not satisfied with the Commissioner's ultimate decision, the dissatisfied party may submit the dispute to an Indiana court of competent jurisdiction. If the parties accept the Commissioner's decision, it may be memorialized as a written Amendment to this Contract if appropriate. IHCDA may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment by IHCDA to the Contractor of one or more invoices not in dispute in accordance with the terms of this Contract will not be cause for Contractor to terminate this Contract. The Contractor may not bring suit to collect these amounts without following the dispute procedures contained herein. D. With the written approval of the Commissioner of the Indiana Department of Administration, the parties may agree to forego the process described in subdivision C. relating to submission of the dispute to the Commissioner. E. This paragraph shall not be construed to abrogate provisions of Ind. Code 4-6-2-11 in situations where dispute resolution efforts lead to a compromise of claims in favor of the State as described in that statute. In particular, releases or settlement agreements involving releases of legal claims or potential legal claims of the state should be processed consistent with Ind. Code 4-6-2-11, which requires approval of the Governor and Attorney General. 17. Drug -Free Workplace Certification. As required by Executive Order No. 90-5 dated April 12, 1990, issued by the Governor of Indiana, the Contractor hereby covenants and agrees to make a good faith effort to provide and maintain a drug -free workplace. The Contractor will give written notice to IHCDA within ten (10) days after receiving actual Page 5 of 15 notice that the Contractor or an employee of the Contractor in the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. False certification or violation of this certification may result in sanctions including, but not limited to, suspension of contract payments, termination of this Contract and/or debarment of contracting opportunities with IHCDA for up to three (3) years. In addition to the provisions of the above paragraph, if the total amount set forth in this Contract is in excess of $25,000.00, the Contractor certifies and agrees that it will provide a drug -free workplace by: A. Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor's workplace, and specifying the actions that will be taken against employees for violations of such prohibition; B. Establishing a drug -free awareness program to inform its employees of (1) the dangers of drug abuse in the workplace; (2) the Contractor's policy of maintaining a drug -free workplace; (3) any available drug counseling, rehabilitation and employee assistance programs; and (4) the penalties that may be imposed upon an employee for drug abuse violations occurring in the workplace; C. Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment, the employee will (1) abide by the terms of the statement; and (2) notify the Contractor of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; D. Notifying IHCDA in writing within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction; E. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2) requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and F. Making a good faith effort to maintain a drug -free workplace through the implementation of subparagraphs (A) through (E) above. 18. Employment Eligibility Verification As required by IC §22-5-1.7, the Contractor swears or affirms under the penalties of perjury that the Contractor does not knowingly employ an unauthorized alien. The Contractor shall not knowingly employ or contract with an unauthorized alien. The. Contractor shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien The State may terminate for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 19. Employment Option. Intentionally omitted. 20. Force Majeure. In the event that either party is unable to perform any of its obligations under this Contract or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (hereinafter referred to as a "Force Majeure Event"), the party who has been so affected shall immediately Page 6 of 15 give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Contract shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Contract. 21. Funding Cancellation. When the Executive Director of IHCDA or the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Contract, this Contract shall be canceled. A determination by the Executive Director or the Director of the State Budget Agency that funds are not available shall be final and conclusive. 22. Governing Laws. This Contract shall be governed, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws rules. Suit, if any, must be brought in courts located in Marion County, Indiana. 23. HIPAA Compliance. If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information. 24. Indemnification. The Contractor agrees to indemnify, defend, and hold harmless IHCDA, its agents, officials, and employees from all claims and suits including court costs, attorney's fees, and other expenses arising from or connected with any act or omission of the Contractor and/or its subcontractors, if any, in the performance of this Contract. IHCDA shall not provide such indemnification to the Contractor. 25. Independent Contractor; Workers' Compensation Insurance. The Contractor is performing as an independent entity under this Contract. No part of this Contract shall be construed to represent the creation of an employment, agency, partnership or joint venture agreement between the parties. Except as provided for in Section 24 above, neither party will assume liability for any injury (including death) to any persons, or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other party. The Contractor shall provide all necessary unemployment and workers' compensation insurance for the Contractor's employees, and shall provide the IHCDA with a Certificate of Insurance evidencing such coverage prior to starting work under this Contract, upon request. 26. Information Technology Enterprise Architecture Requirement. Intentionally omitted. 27. Insurance. A. The Contractor shall secure and keep in force during the term of this Contract, the following insurance coverages, covering the Contractor for any and all claims of any nature which may in any manner arise out of or result from the Contractor's performance under this Contract: Page 7 of 15, Commercial general liability, including contractual coverage, and products or completed operations coverage (if applicable), with minimum liability limits of $500,000 per occurrence and $2,000,000 aggregate, unless additional coverage is required by IHCDA. IHCDA is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly under or in connection with this Contract. 2. Intentionally omitted. 3. The Contractor shall provide proof of such insurance coverage from its insurance carrier by tendering to the undersigned IHCDA representative a certificate of insurance upon request and proof of Workers Compensation coverage meeting all statutory requirements of IC §22-3-2, upon request. In addition, proof of an "all states endorsement' covering claims occurring outside the State is required if any of the services provided under this Contract involve work outside of Indiana. B. The Contractor's insurance coverage must meet the following additional requirements: 1. The insurer must have a certificate of authority issued by the Indiana Department of Insurance. 2. Any deductible or self -insured retention amount or other similar obligation under the insurance policies shall be the sole obligation of the Contractor. 3. IHCDA will be defended, indemnified and held harmless to the full extent of any coverage actually secured by the Contractor in excess of the minimum requirements set forth above. The duty to indemnify IHCDA under this Contract shall not be limited by the insurance required in this Contract. 4. The insurance required in this Contract, through a policy or endorsement(s), shall include a provision that the policy and endorsements may not be canceled or modified without thirty (30) days' prior written notice to the undersigned State agency. 5. The Contractor waives and agrees to require their insurer to waive their rights of subrogation against IHCDA. Failure to provide insurance as required in this Contract may be deemed a material breach of contract entitling IHCDA to immediately terminate this Contract. The Contractor shall furnish a certificate of insurance and all endorsements to IHCDA before the commencement of this Contract. 28. Key Person(s). Intentionally left blank. 29. Licensing Standards. The Contractor, its employees and subcontractors shall comply with all applicable licensing standards, certification standards, accrediting standards and any other laws, rules or regulations governing services to be provided by the Contractor pursuant to this Contract. IHCDA will not pay the Contractor for any services performed when the Contractor, its employees or subcontractors are not in compliance with such applicable standards, laws, rules or regulations. If any license, certification or accreditation expires or is revoked, or any disciplinary action is taken against an applicable license, certification or accreditation, the Contractor shall notify IHCDA immediately and IHCDA, at its option, may immediately terminate this Contract. 30.. Merger & Modification. Page 8 of 15 This Contract contains the entire understanding between the parties regarding the subject matter hereof and no representations, inducements, promises or oral agreements not embodied herein shall be of any force or effect. This Contract may not be modified, supplemented, or amended, except by written agreement signed by all necessary parties. However, this Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same contract. 31. Minority and Women's Business Enterprises Compliance. The Contractor agrees to comply fully with the provisions of 25 IAC 5 and the Subcontractor Commitment submitted to the State. No changes may be made to the commitment without the written approval of the Minority and Women's Enterprises Division of IDOA. The following MBE's and WBE's listed on the Minority and Women's Business Enterprises Division directory of certified firms will be participating in this Contract. MBE/WBE PHONE COMPANY NAME SCOPE/ PRODUCTS and/or SERVICES UTILIZATION AMOUNT DATE The Contractor agrees to submit a copy of the agreement entered into between the Contractor and each MBE/WBE subcontractor where IHCDA took the selection of the MBE/WBE by the Contractor into consideration when issuing the procurement award. The copy of the agreement must be submitted to the MWBE Division in IDOA within ninety (90) days of the execution of the contract between the Contractor and IHCDA. The Contractor also agrees to send all amendments, changes, and terminations to these agreements to the MWBE Division in IDOA within ninety (90) days of their execution. Failure to provide a copy of the agreement or subsequent amendment, change, and termination may result in exclusion from future State procurements. If the Contractor is not excluded from future procurements, the actions or inactions of the Contractor with regard to the above will be taken into account in all phases and scoring in future procurements. In addition, the Contractor must obtain the approval of the Division before changing any MBE/WBE participation plan submitted in connection with this Contract. 32. Nondiscrimination. This covenant is enacted pursuant to the Indiana Civil Rights Law, specifically including IC 22-9-1-10, and in keeping with the purposes of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. Breach of this covenant may be regarded as a material breach of this Contract, but nothing in this covenant shall be construed to imply or establish an employment relationship between the State and any applicant or employee of the Contractor or any subcontractor. Pursuant to the Indiana Civil Rights Law, specifically including I.C. 22-9-1-10, and in keeping with the purposes of the federal Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act, the Contractor covenants that it shall not discriminate against any employee or applicant for employment relating to this Contract with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of the employee or applicant's: race, color, national origin, religion, sex, age, disability, ancestry, status as a veteran, or any other characteristic protected by federal, state, or local law ("Protected Characteristics"). Furthermore, the Contractor certifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination based on the Protected Characteristics in the provision of services. Page 9 of 15 The Contractor understands that IHCDA is a recipient of federal funds, and therefore, where applicable, the Contractor and any subcontractors agree to comply with requisite affirmative action requirements, including reporting, pursuant to 41 CFR Chapter 60, as amended, and Section 202 of Executive Order 11246. 33. Notice to Parties. Whenever any notice, statement or other communication is required under this Contract, it shall be sent to the following addresses, unless otherwise specifically advised. A. Notices to IHCDA shall be sent to: Mark Neyland Indiana Housing and Community Development Authority 30 South Meridian Street, Suite 1000 Indianapolis, Indiana 46204 With a copy to: David Stewart General Counsel Indiana Housing and Community Development Authority 30 South Meridian Street, Suite 1000 Indianapolis, Indiana 46204 B. Notices to the Contractor shall be sent to: hftjyl CityofSouth Bendy �,j��?. Je�-ir�%Sue't ,CJf✓C.C.. PLC. %��� 34. Order of Precedence; Incorporation by Reference. Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) this Contract, (2) attachments prepared by IHCDA, (3) attachments prepared by the Contractor. All attachments, and all documents referred to in this paragraph are hereby incorporated fully by reference. 35. Ownership of Documents and Materials. All documents, records, programs, data, film, tape, articles, memoranda, source code and other materials not developed or licensed by the Contractor prior to execution of this Contract, but specifically developed under this Contract shall be considered "work for hire" and the Contractor transfers any ownership claim to IHCDA and all such materials will be the property of IHCDA. Use of these materials, other than related to contract performance by the Contractor, without the prior written consent of IHCDA, is prohibited. During the performance of this Contract, the Contractor shall be responsible for any loss of or damage to these materials developed for or supplied by IHCDA and used to develop or assist in the services provided while the materials are in the possession of the Contractor. Any loss or damage thereto shall be restored at the Page 10 of 15 Contractor's expense. The Contractor shall provide IHCDA full, immediate, and unrestricted access to the work product during the term of this Contract. 36. Payments. A. All payments shall be made in arrears in conformance with State fiscal policies and procedures and, as required by I.C. 4-13-2-14.8, by electronic funds transfer to the financial institution designated by the Contractor in writing unless a specific waiver has been obtained from the IHCDA Controller. No payments will be made in advance of receipt of the goods or services that are the subject of this Contract except as permitted by I.C. 4-13-2-20. B. As a further condition of payment, the Contractor shall complete in full and return to IHCDA a federal Form W-9 (Request for Taxpayer Identification Number and Certification), the form of which is attached hereto as Exhibit C and made a part hereof. 37. Penalties/Interest/Attorney's Fees. IHCDA will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest or attorney's fees, except as permitted by Indiana law, in part, IC §5-17-5, IC §34-54-8, IC §34-13-1 and IC § 34-52-2-3. Notwithstanding the provisions contained in I.C. 5-17-5, any liability resulting from IHCDA's failure to make prompt payment shall be based solely on the amount of funding originating from IHCDA and shall not be based on funding from federal or other sources. 38. Progress Reports. The Contractor shall submit progress reports to IHCDA upon request. The report shall be oral, unless IHCDA, upon receipt of the oral report, should deem it necessary to have it in written form. The progress reports shall serve the purpose of assuring IHCDA that work is progressing in line with the proposal or schedule, and that completion can be reasonably assured on the scheduled date. 39. Public Record. The Contractor acknowledges that IHCDA will not treat this Contract as containing confidential information. Use by the public of the information contained in this Contract shall not be considered an act of the IHCDA. 40. Renewal Option. This Contract may be renewed under the same terms and conditions, subject to approval of IHCDA Board of Directors, and in compliance with Ind. Code § 5-22-17-4. The term of the renewed Contract may not be longer than the term of the original Contract. 41. Severability. The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract. 42. Substantial Performance. This Contract shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any written amendments or supplements. Page 11 of 15 43. Taxes. IHCDA is exempt from most state and local taxes and many federal taxes. IHCDA will not be responsible for any taxes levied on the Contractor as a result of this Contract. 44. Termination for Convenience This Contract may be terminated, in whole or in part, by IHCDA whenever, for any reason, IHCDA determines that such termination is in its best interest. Termination of services shall be effected by delivery to the Contractor of a Termination Notice at least thirty (30) days prior to the termination effective date, specifying the extent to which performance of services under such termination may continue. The Contractor shall be compensated for services properly rendered prior to the effective date of termination. IHCDA will not be liable for services performed after the effective date of termination. The Contractor shall be compensated for services herein provided but in no case shall total payment made to the Contractor exceed the original contract price or shall any price increase be allowed on individual line items if canceled only in part prior to the original termination date. For the purposes of this paragraph, the parties stipulate and agree that the Indiana Department of Administration shall be deemed to be a party to this agreement with authority to terminate the same for convenience when such termination is determined by the Commissioner of IDOA to be in the best interests of IHCDA. 45. Termination for Default. A. With the provision of thirty (30) days notice to the Contractor, IHCDA may terminate this Contract in whole or in part if the Contractor fails to: 1. Correct or cure any breach of this Contract; the time to correct or cure the breach may be extended beyond thirty (30) days if the IHCDA determines progress is being made and the extension is agreed to by the parties; 2. Deliver the supplies or perform the services within the time specified in this Contract or any extension; 3. Make progress so as to endanger performance of this Contract; or 4. Perform any of the other provisions of this Contract B. If IHCDA terminates this Contract in whole or in part, it may acquire, under the terms and in the manner IHCDA considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to IHCDA for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated. C. IHCDA shall pay the contract price for completed supplies delivered and services accepted. The Contractor and IHCDA shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. IHCDA may withhold from these amounts any sum IHCDA determines to be necessary to protect IHCDA against loss because of outstanding liens or claims of former lien holders. D. The rights and remedies of IHCDA in this clause are in addition to any other rights and remedies provided by law or equity or under this Contract. Page 12 of 15 E. This Contract may be suspended and/or terminated immediately if the Contractor has breached, defaulted, or committed fraud under this Contract or another contract between the Contractor and IHCDA. Further, Contractor's breach or default of other agreements or obligations related to this Contract shall constitute a material breach of this Contract. 46. Travel. No expenses for travel will be reimbursed. 47. Indiana Veteran's Business Enterprise Compliance. Intentionally omitted. 48. Waiver of Rights. No right conferred on either party under this Contract shall be deemed waived, and no breach of this Contract excused, unless such waiver is in writing and signed by the party claimed to have waived such right. Neither IHCDA's review, approval or acceptance of, nor payment for, the services required under this Contract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and remain liable to IHCDA in accordance with applicable law for all damages to IHCDA caused by the Contractor's negligent performance of any of the services furnished under this Contract. 49. Work Standards. The Contractor shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. If IHCDA becomes dissatisfied with the work product of or the working relationship with those individuals assigned to work on this Contract, IHCDA may request in writing the replacement of any or all such individuals, and the Contractor shall grant such request. 50. Public Statements, Press Releases, and Media. Contractor acknowledges that IHCDA is solely responsible for all public statements, press releases and media related to services provided by Contractor under this Contract. Contractor shall (a) distribute the marketing material provided by IHCDA at the times and according to the instructions given by IHCDA; (b) promptly refer all media inquiries regarding the services provided under this Contract to IHCDA; (c) immediately contact IHCDA with any questions about media or marketing materials; (d) not alter the marketing materials provided by IHCDA; (e) not contact media (traditional or otherwise) regarding the services provided by Contractor under this Contract; and (f) not create marketing materials related to the Contract. Breach of this Section 50 may be deemed a material breach of this Contract and grounds for immediate termination and denial of further work with IHCDA. 51. State Boilerplate Affirmation Clause. IHCDA swears or affirms that it has not materially altered, modified or changed the State's Boilerplate contract clauses (as contained in the 2015 OAG/ IDOA Professional Services Contract Manual) in any way except for the following clauses: 11. Condition of Payment. Added "as required by I.C. 4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in accordance with instructions filed by the Contractor with the IHCDA Controller." Added "As a further condition of payment, the Contractor shall complete in full and return to IHCDA a federal Form W-9 (Request for Taxpayer Identification Number and Certification), the form of which is attached hereto as Exhibit "C" and made a part hereof ' to comply with requirements of IHCDA's accounting department. Page 13 of 15 12. Confidentiality of Information. Added "on behalf of IHCDA in a computer system or" into the first sentence in the second paragraph of this section after the phrase "or other personal information maintained by or". Added the words "or other personal information" into the first sentence in the second paragraph of this section after the words "Social Security numbers". Added the words "or on behalf of after the words "maintained by" in the first sentence of the second paragraph of the section. 18. Employment Eligibility Verification. Deleted B and D, since IHCDA is a public body corporate and politic and the E-Verify requirement does not apply. 21. Funding Cancellation. Reference the Executive Director of ElJCDA along with the Director of the State Budget Agency since some of IHCDA's funding comes from other non -State sources. 22. Governing Law. Inserted "County of Marion" at the end of the last sentence of the section. 24. Indemnification. Substituted "arising from or connected with" for "caused by." 25. Independent Contractor. Inserted "Except as provided in Section 24 above," before the sentence beginning with "Neither party shall assume." 27. Insurance. Added "from its insurance carrier" in the first sentence of paragraph A(3). 33. Notice to Parties. Deleted "As required by IC §4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in accordance with instructions filed by the Contractor with the Indiana Auditor of State." after address of Contractor. 36. Payments. Deleted "35 days" before "in arrears" in subsection A. Substituted "IHCDA Controller" for "Indiana Auditor of State" in subsection A because IHCDA manages its funds separately from the State. Added subsection B: "As a further condition of payment, the Contractor shall complete in full and return to IHCDA a federal Form W-9 (Request for Taxpayer Identification Number and Certification), the form of which is attached hereto as Exhibit C and made a part hereof' in order to incorporate requirements issued by IHCDA's Financial Operations Department. 44. Termination for Convenience. Substituted "may continue" for "becomes effective" in lines 4 — 5 of this paragraph. 45. Termination for Default. Added subsection E: This Contract may be suspended and/or terminated immediately if the Contractor has breached, defaulted, or committed fraud under this Contract or another contract between the Contractor and IHCDA. Further, Contractor's breach or default of other agreements or obligations related to this Contract shall constitute a material breach of this Contract. 50. Public Statements, Press Releases, and Media. Added this provision SIGNATURE PAGE FOLLOWS Page 14 of 15 NON -COLLUSION AND ACCEPTANCE, The undersigned attests, subject to the penalties for perjury, that he/she is the Contractor, or that he/she is the properly authorized representative, agent, member or officer of the Contractor, that he/she has not, nor has any other member, employee, representative, agent or officer of the Contractor, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of this Contract other than that which appears upon the face of this Contract. Furthermore, if the undersigned has knowledge that a state officer, employee, or special state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in the Contract, the Contractor attests to compliance with the disclosure requirements in IC 4-2-6-10.5. In Witness Whereof, the Contractor and IHCDA have, through their duly authorized representatives, entered into this Contract. The parties, having read and understood the foregoing terms of this Contract, do by their respective signatures dated below hereby agree to the terms thereof. (Contractor): City of Sort . q� (Where Applicable): By: Board of blic Words Attested By: Printed Name: Date: Indiana Housing and Community Printed Name: J. Jacob Sipe Title: Executive Director Contract Number: HHF-2016-011 Authority: CITY OF SOUTH BEND BOARD OF PUBLIC WORKS Gary A. Gil�ot,QPresident Wvid P. Relos, Merplier Elizabeth A. Maradik, Member James A. Mueller, Member Therese J. Dorau, Member Linda M. Martin, Clerk Page 15 of 15 PROFESSIONAL SERVICES CONTRACT CITY OF SOUTH BEND EXHIBIT A SCOPE OF SERVICES Contract No. HHF-2016-024 PURPOSE The Contractor shall serve as a trusted advisor to borrowers who are unemployed homeowners and who have met the pre -eligibility requirements determined by the Hardest Hit Fund ("HHF") of the IHCDA's Indiana Foreclosure Prevention Network ("IFPN"). The goal of the Contractor who accepts such referrals is to provide intake services, triage counseling, eligibility screenings, advice on alternative solutions to HHF, perform file underwriting to determine whether the client meets the specific HHF qualifications, and to close loans of qualifying borrowers (the "Services"). The Contractor shall provide the Services in compliance with the standards and guidelines for HHF in the IFPN/HHF Participant Manual, as amended from time to time (the "Participant Manual"), which is available online at the "Partner" page at www.877gethope.org and incorporated herein by reference. During the Term of this Contract, the Contractor is expected to act in accordance with the "Description of Services to be Performed" and the "Review Administration" sections set forth in this Exhibit A. SERVICES ACCEPTANCE OF REFERRALS The Contractor shall be responsible for providing the Services in the Indiana counties specified in Section 1 of the Contract. The method by which the Contractor shall receive files shall be passive. IHCDA shall refer HHF applicants to the Contractor through its online service portal, CounselorDirect, and the Contractor shall handle all files exclusively within CounselorDirect as directed by IHCDA staff. In the unlikely event that the Contractor determines that it has no capacity to accept additional referrals, the Contractor shall immediately notify IHCDA. This notification should include the reason for lack of capacity, the date by which the Contractor reasonably believes it can begin accepting referrals again, and an alternative referral plan for HHF applicants residing in the counties in which the Contractor serves until such time that the Contractor can begin accepting referrals. COOPERATION WITH IHCDA In addition to the distribution of certain marketing materials provided by IHCDA, the Contractor shall cooperate with any and all requests by IHCDA to post links or other information on its existing website, if any. The Contractor shall also cooperate with all requests for information and shall answer all inquiries with respect to its operations as directed by IHCDA in a prompt manner, including without limitation, to all inquiries related to audit and compliance reviews (whether onsite or offsite) of the Program, whether such inquiries are made directly by IHCDA, its agents or any other third party. CONFIDENTIALITY All communication between the Contractor and IHCDA that includes borrower's Nonpublic Personal Information shall be through encrypted e-mail, secure loan port or other similar secure electronic delivery system. In accordance with HUD, privacy, telemarketing, and information security laws, regulations, and guidelines, the Contractor agrees that it will maintain or implement appropriate measures designed to (a) HHF Professional Services Contract Contract No. HHF-2016-024 ensure the security and confidentiality of any Nonpublic Personal Information it receives from the other party, (b) protect against any anticipated threats or hazards to the security or integrity of such information, including, without limitation, implementing necessary screening and background checks for individuals that may access or use the Nonpublic Personal Information as permitted by this Agreement, (c) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, (d) ensure the proper disposal of all Nonpublic Personal Information received from the other parry upon the termination of this Contract for any reason, unless the information is required to be retained for legal or regulatory record retention purposes, (e) treat the Nonpublic Personal Information with at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature but with no less than a reasonable degree of care, and (f) implement or utilize appropriate technological safeguards that are at least in compliance with the Gramm -Leach -Bliley Act as well as any generally recognized industry standards. For the purposes of this Contract, the term "Nonpublic Personal Information" shall mean any information received from or provided by another parry which pertains to or identifies an individual, such as a name, postal address, e- mail or IP address, facsimile or phone number, mother's maiden name, social security or identification number, transactional, employment, or financial data, medical or health records, personal, gender, political, profile, account, and password information. REPUTATION OF THE PROGRAM; NOTIFICATIONS The Contractor acknowledges the importance of protecting the reputation of the Program and shall immediately notify IHCDA of any conduct by its employees or agents that may damage the Program's reputation. The Contractor shall further immediately notify IHCDA in the event that any of its employees or agents commits a grossly negligent or reckless act or willful or intentional misconduct (including, but not limited to misrepresentation or fraud) in connection with the performance of any act pursuant to this Contract. EFFECT OF TERMINATION In the event that the Contract expires or is otherwise terminated by either party, the Contractor shall destroy all HHF materials, except to the extent that it is required to retain records as otherwise required by the Contract, including but not limited to all pamphlets, flyers, newsletters, posters, displays or other promotional materials in its possession and shall remove all references and links with respect to the HHF program on its website. DESCRIPTION AND TIMELINE OF SERVICES TO BE PERFORMED The Contractor shall conduct Services according to the STEPS in the following description and timeline. Note that Contractor is referred to herein as "HHF Intake Specialist" or "Specialist" in this section of Exhibit A. (1) HHF Intake Specialist contacts the client within 2 business days after the file referral to discuss the process with the client and instruct the client to complete the initial information packet, which is sent by Specialist to the client immediately after first contacting the client; the client submits the packet to the Specialist as soon as possible but no later than 30 days from the date of referral. (a) If Specialist attempts on 3 separate dates to contact the client at the phone number or email address provided by the client with no response, then a letter is sent to the client, instructing the client to contact Specialist to continue the HHF application. If 14 days go by with no follow-up on the part of the client, the case is closed and noted in CounselorDirector by Specialist. HHF Professional Services Contract Contract No. IIIU-2016-024 (b) If 30 days elapse and the client has not returned the initial information packet, the case is closed and noted as "Inactive" in CounselorDirect by Specialist. (c) If, after his or her case is closed, the client contacts IFPN or Specialist to continue the HHF application, the client must restart the application at STEP (1) and complete the information packet. Any subsequent assessment for assistance will take into account the client's initial non -responsiveness. Further non -responsiveness will be cause for program dismissal. (2) Specialist completes initial screening of the client based on the completed information packet and indicates probability of the client's eligibility for FHA, HARP, RAMP/HAFA, and HHF and whether lender/servicer would be willing to modify its existing loan (through a "private label" option) with the information provided by the client. If the initial screening indicates that the client is not eligible for HHF, Specialist will notify the client and refer him or her to IFPN for foreclosure prevention services. (3) If the client is eligible for HHF, Specialist will contact the client for follow-up phone intake. Specialist will need to learn the following: (a) Does the client have an FHA loan? If yes, then apply for FHA modification/forbearance. If no, go to STEP (3)(b). (b) Does the client have a GSE-backed loan? If no, go to STEP (4). If yes, go to STEP (3)(c)• (c) Does the client qualify for HARP (current on payments, less than 125% LTV, ability to repay)? If yes, then apply for HARP plan. If no, go to STEP (4). (4) Is the client eligible for HAMP or HAMPUP (home bought before January 1, 2009, and payment greater than 31% of gross monthly income)? if yes, then apply for HAMP or HAMPUP. If no, then go to STEP (5). (5) Specialist works to receive response from lender: (a) If applied for HAMP and answer is YES, then Specialist completes process with the client through successful modification. (b) If applied for HAMP and answer is NO, then determine: (i) Does the case need to be escalated through MHA? (ii) Is the client best served by an out -of -home workout? If so, discuss this option with the client and, if the client is amenable, seek a HAFA alternative ($1,000 servicer incentive and $1,500 in relocation funds for homeowner for short -sale or deed -in -lieu). (c) If the client applied for any other government program (as outlined above) and the response is NO, then proceed to STEP (6). (d) If the client applied for any other government program and the response is YES, then Specialist completes the process with the client, and the client is not HHF-eligible. (6) If the client does not qualify for other government -sponsored foreclosure prevention programs, Specialist works to determine the client's eligibility for HHF. (a) The client must meet either in person (recommended) or remotely/telephonically for a document verification meeting. (b) Specialist explains the HHF program to the client and any requirements that the client will need to complete in order to remain eligible. . HHF Professional Services Contract Contract No. 1II-IF-2016-024 (c) Specialist works with client to develop an HHF action plan. (d) If the Specialist reasonably believes that the client is eligible for HHF assistance, then the documents and application are sent via CounselorDirect to IHCDA staff for final review. These documents must include all previous notes about the client, such as failed attempts to contact client, etc. The Specialist will provide the client with a copy of the HHF Intake Letter, and the HHF Job Training/Education/Volunteer Service Information Sheet. (7) IHCDA staff will review information received and may contact Specialist for further information about the client. (a) The Specialist will be informed of IHCDA's decision and, if declined, will inform the client and discuss all remaining options (including an out -of -home option if that was not the initial desired outcome). (b) If the client's application is accepted, the IHCDA Underwriter will complete and send loan/closing documents to Specialist for execution at IHCDA's instructions. (8) After the IHCDA Underwriter prepares the loan/closing documents and forwards them to Specialist for closing, the loan will be closed by the Specialist under IHCDA's instructions. Specialist will gather necessary documentation from the client to allow for collection of the client's regular monthly mortgage contribution and other client requirements, and the note and mortgage connected to the HHF loan will be recorded by Specialist at the county's recorder's office. (9) Upon termination of HHF assistance, Specialist will continue to negotiate with servicer for a long-term modification of the client loan and will record all such negotiations and outcomes in CounselorDirect for reporting purposes. At that time, as appropriate, the Specialist may utilize IFPN or other approved funding sources to pay for these continued counseling services. Any counseling services described above must be provided in accordance with the standards outlined in the HHF Participant Manual and in the National Industry Standards for Homeownership Education and Counseling (located online at http: //www. homeownershipstandards. com/Uploads/National%20Industry%2OStandards%20 Code%20of%2OEthics%20and%2OConduct.pdf) (the "Standards"). FEES The Contractor shall submit documentation and work invoices to IHCDA for fees earned on a monthly basis. If the Contractor continues to perform all responsibilities without breach of this Contract, it shall be eligible for HHF fees as follows: 1. HHF Pre -Eligible Referral of $100: The Contractor shall be eligible to receive a referral fee of $100 if the Contractor accepts a client referral who has been determined to be a "pass" in the CounselorDirect system or is a Walk-in Client. 2. Complete Application Submission fee of $275: The Contractor shall be eligible to receive a fee of $275 if the Contractor assists the client through the HHF unemployment bridge loan application process and the client's complete application is transferred to the IFPN staff for processing, provided that the client's application has been certified complete by the IFPN staff. In cases where a previously approved and funded borrower who has exited the program returns with a new hardship DBF Professional Services Contract Contract No. HHF-2016-024 (a "Return Borrower") and the Contractor submits a newly updated complete application for such borrower, the Contractor shall be eligible for an additional payment of the Complete Application Submission fee; provided, however, that, in such case, the Contractor shall be eligible for no other additional fees for a Return Borrower. 3. HHF Approval fee of $325: The Contractor shall be eligible to receive a fee of $325 if the client's HHF application is approved by the IHCDA staff and such loan closes. MAXIMUM PAYOUTS The Contractor is eligible to receive no more than $700 per client in referral fees as set forth above, except that in such instances involving a Return Borrower, the Contractor is eligible to receive no more than $975. The maximum amount that the Contractor is eligible to receive Sixty -One Thousand Eight Hundred and 00/100 Dollars ($61,800.00) during the Term for the Services as described herein. (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] BIT Professional Services Contract Contract No. HHF-2016-024 PROFESSIONAL SERVICES CONTRACT CITY OF SOUTH BEND EXHIBIT B FEES Contract No. HHF-2016-024 For performing the services required by the Contract to which this Exhibit B is attached and in accordance with Exhibit A per contractual terms and conditions, the Contractor will be paid according to the following fee schedule. Unless otherwise indicated in the schedule, Contractor is responsible for any and all expenses incurred in rendering its services under this Contract. FEES See Exhibit A for the description of fees paid, including the maximum amount for which the Contractor may be eligible to receive with respect to Services performed pursuant to the Contract. The Contractor shall submit documentation and work invoices to IHCDA for fees earned during the previous month. IHCDA shall pay within 30 days of receipt of each such invoice. Unless modified in writing and signed by the parties in the same manner as the Contract to which this Exhibit B is attached, the total amount of fees under this Contract shall not exceed Sixty -One Thousand Eight Hundred and 00/100 Dollars ($61,800.00). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] HHF Professional Services Contract Contract No. HHF-2016-024 PROFESSIONAL SERVICES CONTRACT CITY OF SOUTH BEND EXHIBIT C FORM W-9 Contract No. HHF-2016-024 HI -IF Professional Services Contract Contract No. HHF-2016-024 Farm W-9 Request for Taxpayer ctveForm to.the (Rev. oecemtiar 2g14) (Rev.DopaQentofthe0.14) identification Number and Certification requester. Do not send. to the IRS. Internal Revenue Service 1 Name lea shown on your income tax return), Name is required on thislinwi do not leave this line blank City of South Bend 2 siness naive/disregarded entity name, if diffemotfrom above Bu N a m m a 3 Check appropriate box for federal tax classification; check only ode of the following seven boxes: 4 Exemptions (cocas apply only sea not individuals; sea certain ears, ° ❑IOdiViduaVsole proprietor or ❑ CCorpom[lon ❑SCorporation ❑ Partnership ❑Tmsges[ate an, insiNctions an page 3): m M O "� single -member LLC ❑ limited liability company. Enter the tax classification (C-C corporation, S=S corporation, P=padnership)1 Exempt payee code (1fany) 0 2 Note. For a single -member LLC that is disregarded, do not check LLC;checkthe appropriate box in the line above for Exemption from FATCA reporting w the tax classlrioankm of thesingla-member owner. code (If any) 5c R. O Otter (see instructions)i Government rAeq+•+m.cmynnmmW aa•o-raeueusi ,a street, and apt. brsniteno.) 5' Address (.number. p . 'Requester's name and address (optional) 227 W Jefferson Blvd. 6 City, state, add ZIP code to m to South Bend IN 46601 7 Listapcounenumber(s) here (optional) Taxpayer Identification Number (rIN) n r TIN in [he appr°pna;e hox The TIN pYoyided must match the name given on Fne i (a avoid social security number ithholding. For mdnnduals; this rs generally your social security number (SSN). However; fora — m —� alien, sale proprietor or disregarded. entity, see the Part I instructions ogpage 3. For other t is your employenge 3.lia account is in mos an whose number to enter. _ 3 5 — 6 0 0 1 2 0 1 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a numberto be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) f have not been notified by the Internal Revenue Service (IRS) that I.am subject.to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me,that I am no longer subject to backup withholding; and 3. '1 am a U.S. citizen or other U.S. person (defined below); and 4- The FATCA code(s) entered on this form (if arty) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup.withholding because you have failed to report all interest and dividends on your tax return. Far real estate transaclions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and ceneraliv, Payments other than interest and dividends, you aid not required to sign the cedificaiton, but you must provide your correct TIN. See the Jign Signature of Here I U.S. person0- General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Fpture developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.Bs.goVA`w9. Purpose of Form An Individual or entity (Form W9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number inN) whis may be yoursocla) secudty number (SSN), indyidual taxpayer identification number (ITIN), adoption taxpayer identification number (Ati",'or employer IIden0fication numbor(EIN), to report on an information return the amount paid to you, or other amount reportable, on an information return. Examples of information returns include; but are not limited to, the following: • Form 1099414T (interest earned or paid) • Form I099-DN (dividends, Including those from stocks or mutual funds) • Farm 1099-M ISC (vadous types of income, prizes, awards, or gross proceeds) • Form 1099-13 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-8 (proceeds from real estate transactions) • Form 1099-I( (merchant card and Third party network transactions) Date I "�) �o(_Ui (V 1098 (home mortgage interest),1098-E (student loan interest). 10913-T • Form 10gg-Clcanceled debl) • Form 1099-A (acquisition or abandonment of secured property) Use Form W1-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9In the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on,page 2. By signing the filled -out forth, you: 1: Canty that the TIN you are giving Is correct (or you are waiting for a number to b'e is'sued), 1. Certify that you are vat subject to backup withholding, or 3; CWld exemption from backup withholding if you are a U.S, exempt payee. it applicable, you are also part lying that as a U.S. person, yourallocabie share of any partnelship income from a, U.S. trade or business is not subject lathe withholding fax an foreign partners"share of e6ecthely connected income, and 4. Certify that FATCA code(s) entered on this form Gravy) indicating that you she exempt from the FATCA reporting, is correct. See Whafis FATCA reporting? on page 2 for further information. -Cat. No. 10 IX Form W-9 (Rev.12-2014)