HomeMy WebLinkAboutMOU - HouseKeys, Inc. - Agreement of Services - Signed 2025-03-21City of Gilroy
Agreement/Contract Tracking
Today’s Date: March 21, 2025 Your Name: Sandra Nava
Contract
Type:
Other (Non-Standard contracts
must be reviewed by the City
Administrator prior to initiating)
Phone Number: 408-846-0290
Contract Effective Date:
(Date contract goes into effect)
3/21/2025
Contract Expiration Date: Click here to enter a date.
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
HouseKeys Inc.
Contract Subject:
(no more than 100 characters)
MOU 934 Sorrento Court
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
By submitting this form, I confirm
this information is complete:
➢Date of Contract
➢Contractor/Consultant name and complete address
➢Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
➢Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
➢Taxpayer ID or Social Security # and Contractors License # if
applicable
➢Contractor/Consultant signer’s name and title
➢City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
Sharon Goei, Community Development Director
Docusign Envelope ID: 8858FB7F-23E3-4CB1-8692-23918D298E00
1
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF GILROY
AND
HOUSEKEYS, INC.
This Memorandum of Understanding ("MOU") is entered into on this 21 day of March, 2025,
by and between the City of Gilroy, a municipal corporation located in the County of Santa Clara,
California (hereinafter referred to as the "City"), and HouseKeys Inc., a California corporation
(hereinafter referred to as "HouseKeys"). The purpose of this MOU is to establish the terms
under which HouseKeys will assume the beneficial and legal interest in a certain Promissory
Note and pursue collection activity on behalf of the City.
RECITALS
WHEREAS, on June 25, 2003, a Promissory Note (the "Note") in the principal amount of
$111,000 was made by and between South County Housing as Lender, and Maria Luis Ortega,
now known as Maria Ortega Allred, as Borrower, in connection with the property located at 934
Sorrento Court, Gilroy, CA 95037 (APN Number 790-58-059); and
WHEREAS, on May 13, 2024, a payoff demand was issued to the Borrower that erroneously
showed Contingent interest due to the City totaling only $1,632.30. The correct figure should
have been $96,704.55. The total collected should have been $392,974.10 instead of the
$297,901.85 received.
WHEREAS, on June 17, 2024, the City communicated this error to the seller, and on July 10,
2024, the seller’s agent, Jodi Barr, responded that the seller, Maria Ortega Allred, no longer
considers herself involved in this transaction and has refused to pay the outstanding balance; and
WHEREAS, the City now assigns the beneficial and legal interest in the Note to HouseKeys for
the purpose of pursuing collection activities, including but not limited to initiating legal action
and filing a general lien, to recover the outstanding amount; and
WHEREAS, HouseKeys agrees to indemnify and hold harmless the City of Gilroy from any
legal action or retaliation by the Borrower related to this collection activity.
AGREEMENT
1. Assignment of Beneficial and Legal Interest
The City of Gilroy hereby assigns all beneficial and legal interest in the Promissory Note
dated June 25, 2003, in the original principal amount of $111,000, made by and between
South County Housing and Maria Luis Ortega (now Maria Ortega Allred), secured by the
property located at 934 Sorrento Court, Gilroy, CA 95037, to HouseKeys Inc. This
assignment enables HouseKeys to pursue collection activity on behalf of the City for the
unpaid balance of Contingent Interest.
Docusign Envelope ID: 8858FB7F-23E3-4CB1-8692-23918D298E00
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2. Collection Activity and Legal Action
HouseKeys shall take all necessary actions, including but not limited to legal proceedings
and filing of liens, to recover the outstanding amount of $95,072.25 outstanding balance
from the Borrower, Maria Ortega Allred. HouseKeys shall notify the City of any
significant developments in this collection process.
3. Indemnification
HouseKeys agrees to indemnify, defend, and hold harmless the City of Gilroy from and
against any and all claims, actions, liabilities, losses, costs, and expenses, including legal
fees and court costs, arising from or related to any legal action taken by the Borrower in
response to HouseKeys’ collection efforts.
4. Funds Disbursement
HouseKeys represents and warrants that all funds collected under the terms of this MOU
and the Promissory Note shall be remitted in full to the City of Gilroy. HouseKeys further
agrees that any and all legal expenses incurred in the collection process shall be borne by
HouseKeys and shall not be deducted from the proceeds collected on the Note.
5. Non-Waiver of Outstanding Debt
Both parties acknowledge that the erroneous payoff demand issued on May 13, 2024,
does not absolve the Borrower of her obligation to pay the total outstanding amount owed
as defined in the Promissory Note.
6. Termination
This MOU shall remain in effect until all collection actions have been concluded, and any
and all funds owed to the City of Gilroy under the terms of the Note have been remitted
in full.
7. Governing Law
This MOU shall be governed by, and construed in accordance with, the laws of the State
of California.
8. Entire Agreement
This MOU constitutes the entire agreement between the parties concerning the subject
matter hereof and supersedes any prior or contemporaneous agreements, representations,
or understandings, whether written or oral, regarding such subject matter.
Docusign Envelope ID: 8858FB7F-23E3-4CB1-8692-23918D298E00
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IN WITNESS WHEREOF, the City and the Owner/Developer have executed this Agreement by duly
authorized representatives on the date and year shown below.
CITY OF GILROY, a municipal corporation
By: _____________________________
Its: ______________________________
Address:
7351 Rosanna Street
Gilroy, CA 95020-6141
Approved As to Form:
__________________________________________
CITY ATTORNEY
Dated: __________________
HOUSEKEYS, INC.
By: ______________________________
Its: ______________________________
Docusign Envelope ID: 8858FB7F-23E3-4CB1-8692-23918D298E00
CEO
4/2/2025
City Administrator