Resolution 2025-28 - Impact Development Fund Service Contract

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SERVICES CONTRACT This Services Contract (Contract) is dated as of May 6, 2025, between the City of Louisville, Colorado, a municipal corporation (City) with an address at: 749 Main Street, Louisville, Colorado 80027 and Impact Development Fund (Contractor), a Colorado non-profit corporation with an address at: 200 East 7th Street, Suite 412, Loveland, Colorado 80203; each, "Party", and collectively "Parties". This Contract shall be effective as of the date executed by all Parties (Effective Date). I. Contract Purpose and Term. A. Contractor was previously selected, through a competitive proposal process, to provide licensed mortgage loan originator services to the City for its Historic Preservation Revolving Loan Program (Program). Contractor has been providing such services to the City since 2016, and the Parties desire to enter into a new contract for services to continue their formal contractual relationship to implement the Program, which entails the extension of credit to individuals or legal entities. II. Service Provisions. A. Services. The Contractor will perform those duties set forth in each Scope of Work attached as Exhibit A and incorporated herein by reference (Services). Services may include necessary loan application processing functions under one or more distinct programs offered through the City or City -controlled enterprise unit(s) (Distinct Programs). Additional Scopes of Work may be added under this Contract at any time upon mutual agreement of the Parties, in writing and signed by both Parties. Contractor represents it has the authority, capacity, experience, and expertise to perform all Services in compliance with the provisions of this Contract and all applicable law, regulation, or executive order. The City reserves the right to remove any of the Services from Exhibit A upon written notice to Contractor. The City reserves the right to use other resources to perform certain Services at the City's discretion and upon written notice to Contractor. Nothing in this Contract obligates the City to a minimum or maximum level of activity upon which the Contractor may rely. In the event of any conflict between this Contract and Exhibit A, the provisions of this Contract shall prevail. Without limiting the foregoing, Contractor will perform and conduct, in a satisfactory and proper manner, the Services in compliance with the Program Criteria, set forth as Exhibit D, and the Contractor Loan Servicing Policies and Procedures, set forth in Exhibit E, and all applicable laws. B. Price. The City shall pay the Contractor, based on the service rates listed on the Residential Fee Schedule, Exhibit B. The City previously paid the Contractor, upon full execution of the previous Contract, a one-time set up fee for the Program. If additional programs are sought, the City shall pay a one-time set up fee, as described in Exhibit B to initiate all necessary activity, legal review, and implementation requirements specified or implied within each respective Program. Additional consideration for each Program may be itemized under Exhibit B. Such consideration does not supersede initial implementation costs to the City. The City shall make payment within thirty (30) days of receipt and approval of any subsequent invoices, which shall identify the specific Services performed for which payment is authorized. C. Term. The term of this Contract shall begin on the Effective Date and continue for a period of two (2) years through and including May 5, 2027 (Initial Term). After the Initial Term, this Contract shall automatically renew for additional one-year terms on May 5 of each calendar year so long as IDF continues to provide the Services, unless the City notifies the Contractor at least thirty (30) days before the end of the then- current term that the City does not wish to renew the Contract. D. Appropriation. To the extent this Contract constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation of funds sufficient and intended therefore by the Louisville City Council. The City shall have no obligation to continue this Contract in any fiscal year in which no such appropriation is made. E. Independent Contractor. The Parties agree the Contractor is an independent contractor and is not an employee of the City. All personnel assigned by the Contractor to perform Services under the terms of this Contract shall be, and remain at all times, employees or agents of the Contractor for all purposes. Contractor will make no representation it is a City employee for any purpose. As an independent contractor, the Contractor is not entitled to any workers' compensation benefits or unemployment benefits from the City. CONTRACTOR WILL Services Contract between Impact Development Fund and City of Louisville Page 1 of 13