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HomeMy WebLinkAboutR-2011-140 HOME Program Construction Contracts with OIC of Washington and Habitat for Humanity RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No.41 For Meeting of September 6, 2011 ITEM TITLE: Consideration of a - ".esclution -authorizing the - City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. SUBMITTED BY: Joan Davenport, Acting Community and Economic Development Director (509) 576-6417 CONTACT PERSON/TELEPHONE: Archie M. Matthews, Neighborhood Development Services Manager (509) 575 -6101 SUMMARY EXPLANATION: The City of Yakima receives an annual entitlement of HOME funds from HUD to construct new single family homes, which are sold to low to moderate income first time homebuyers in partnership with Community Housing Development Organizations ( CHDOs). CHDOs working with the city include OIC of Washington and Habitat for Humanity. The recently completed Marvin Gardens housing development is an example of the CHDO program. 0 Individual construction contracts are required with the CHDO for each home that is built. Completion of the existing Neighborhood Stabilization Program (NSP) contract and the North Third Street Affordable Housing project will require individual construction contracts with OIC and Habitat for Humanity. The construction amounts will vary but the maximum amount will not exceed One Hundred Fifty Thousand Dollars ($150,000) per home. The project will not exceed a total of five (5) homes under construction at any one time due to funding levels. Adoption of the Resolution will authorize the City Manager to execute individual construction contracts with OIC and Habitat for Humanity for the North Third Street Affordable Housing Project and to complete the existing NSP contract. This proposal was discussed at the meeting of the City Council's Neighborhood Development Committee on August 10, 2011. The committee recommended that this proposal be forwarded to the full Council for consideration. Final contracts will be approved by the City Attorney. Resolution X Ordinance Contract Other (Specify) Funding Source • HOME APPROVED FOR SUBMITTAL: �! City Manager STAFF RECOMMENDATION: Staff recommends approval. BOARD /COMMISSION RECOMMENDATION: Recommended for full Council consideration by the Council's Neighborhood Development Committee. fa COUNCIL ACTION: .,, 1 6 Es "T" SI+, aL'l `I 1-1D AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON 1. Contracting Organization: OIC of Washington 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 4. Contact Person: Chris Link, 5. Title of Service or Program being funded: Construction of new single family dwelling at 216 E. "T" Street 6 Amount of Contract Award: not to exceed $150,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner , terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of `Terms and Conditions" (Exhibit „ „ 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions” attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 140 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES: % z / �'S , 2012 Michael A. Morales, Interim City Manager ` Date 1/4 tiA Z - Z 2012 Joan ID ..sport, Acting CED Director Date Pag1 of 18 City of Yakima 2/24/12 Page 1 ATTEST: " Yq `` �h� i p`�nr ' , ' , 22 • �. _:_ ,1 i i i , 4 City Clerk 'lb 1� ' ti cr 'yj City Contract No : ( DO f �, — a %%%, TON CONTRACTOR: 1 ` a A/7 Ari, , 2012 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS I DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project ") II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. AMOUNT OF GRANT The City hereby sub - grants to the Contractor up to a maximum amount of $150,000 for said protect. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the Pag2 of 18 City of Yakima 2/24/12 Page 2 following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.II, "Sub -Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. Pag3 of 18 City of Yakima 2/24/12 Page 3 VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDINCp DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Pag4 of 18 City of Yakima 2/24/12 Page 4 Agreement. 3 The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8 Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq, Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13 Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and Pag5 of 18 City of Yakima 2/24/12 Page 5 RCW Chapter 3 — 12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17 Age Discrimination Act of 1975 (24 CFR 146) 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19 Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882.109). 20. WBE /MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. Pag6 of 18 City of Yakima 2/24/12 Page 6 IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following. employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1 Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any ,program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 2/24/12 Page 7 The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the CDBG and /or HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 2/24/12 Page 8 Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS", as issued by the Office of State Auditor, State of Washington The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Pag9 of 18 City of Yakima 2/24/12 Page 9 Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE Pag10 of 18 City of Yakima 2/24/12 Page 10 On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted) Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without ;first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractor's workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City! of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Pag11 of 18 City of Yakima 2/24/12 Page 11 Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1 The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as "directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures Pag12 of 18 City of Yakima 2/24/12 Page 12 do not exceed the funding level which would result if said proposed reduction became effective. This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project (Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1 Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. Pag13 of 18 City of Yakima 2/24/12 Page 13 C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor' hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon 'any data, and if such markings are affixed,athe City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, 'or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD CDBG and HOME Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 140 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE Pag14 of 18 City of Yakima 2/24/12 Page 14 The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B" Pag15 of 18 City of Yakima 2/24/12 Page 15 Exhibit "B" OIC of Washington Construction of 216 E. "T" Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing ,lawn and appropriate underground sprinklers, single family dwelling of approximately 1250 sq.ft. to be located at 216 E. "T" Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing, lawn and appropriate underground sprinklers to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 216 E. "T" Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale of the newly constructed home located Pag16 of 18 City of Yakima 2/24/12 Page 16 at 216 E. "T" Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to a maximum amount of $150,000 between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag17 of 18 City of Yakima 2/24/12 Page 17 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk 4;ie E "T"' 85-4 4 , 4i4 .a 0 / ;)--a'L f t- 90//‘, L/v AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON 1 Contracting Organization: OIC of Washington 2. Address 815 Fruitvale Blvd, Yakima, WA. 98902 3 Phone. (509) 452 -2235 4 Contact Person. Chris Link, 5 Title of Service or Program being funded Construction of new single family dwelling at 218 E. "T" Street 6 Amount of Contract Award. not to exceed $150,000 (HOME) CFDA Contract # 14.239 7 The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit " " 8 This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following 1) `Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein byy this reference; and 2) Oerating budget including the funding sources and uses statement and the wdrk plan, attached hereto as Exhibit "B" and incorporated herein by this reference 3) City of Yakima Resolution No R -2011- 140 , A copy of which is attached hereto as_Exhibit "C" and incorporated herein by this reference 9 Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C" This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below CITY OF YAKIMA, OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES. ' ■ Z /Z; )% , 2012 Michael A. Morales, Interim City Manager ate Q L i / ` t� Z �^ 2012 Joan Dave art Acting CEO Direc or Date Pag1 of 18 City of Yakima 2/24/12 Page 1 VAK /4j -1 1 o f I •• •* a ATTEST: • % :3E 1 *r • City Clerk %h ; G City Contract No aof D a � CONTRACTOR. I/ . .` / d , 2012 Steve Mitchell Date Title Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project ") II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS) ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58 B AMOUNT OF GRANT The City hereby sub - grants to the Contractor up to a maximum amount of $150,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City The Contractor agrees to the Pag2 of 18 City of Yakima 2/24/12 Page 2 following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation, and 2 Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C 1 The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories 2 When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec II, "Sub -Grant " A. (above) " V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of • services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance - Pag3 of 18 City of Yakima 2/24/12 Page 3 VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8) VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U S Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS B PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY NND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they B Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency C Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice, D Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1 Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2 Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Pag4 of 18 City of Yakima 2/24/12 Page 4 Agreement. 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4 The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5 Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570 601 (Discrimination prohibited) 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq , and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations 7 Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27 44 010 (Native American Burial Law), RCW 27 53 010- 090 (Protection of Archaeological Resources), and RCW 43 51 750 -.820 (Preservation of Historic Properties). 8 Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq , implementing regulations, and Chapter 70.92 RCW 9 Accessibility Standard as set forth in 92.251(a)(3) 10 Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq , and Environmental Protection Agency regulations, 40 CFR Part 15 11 Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons) 12 Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation) 13 Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and Pag5 of 18 City of Yakima 2/24/12 Page 5 RCW Chapter 3 — 12 (Prevailing Wage Rates) 14 Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4 15 The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570 16. Title VI of the Civil Rights Act of 1964 (P.L 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1 In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17 Age Discrimination Act of 1975 (24 CFR 146) 18 Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1) 19 Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882 109) 20 WBE /MBE (24 CFR 85 36 (e)) 1 ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder C COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts Pag6 of 18 City of Yakima 2/24/12 Page 6 IX NON - DISCRIMINATION IN EMPLOYMENT A The City of Yakima is an Equal Opportunity Employer B During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, 'honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law This provision shall include but not be limited to the following employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570 601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92 352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age 1 Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2 Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract, 3 Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 2/24/12 Page 7 Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8 As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9 The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors B COMMERCIAL LIABILITY INSURANCE Pag10 of 18 City of Yakima 2/24/12 Page 10 On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000 00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted) Said policy shall be in effect for the duration of this Contract The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington C COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000 00) combined single limit bodily injury and property damage Automobile liability will apply to "Any Auto" and be shown on the certificate The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted) Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington Evidence of the contractor's workers' compensation coverage will be furnished to the City The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Pag11 of 18 City of Yakima 2/24/12 Page 11 Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist. 1 The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest, 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same, 3 The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable B TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures Pag12 of 18 City of Yakima 2/24/12 Page 12 do not exceed the funding level which would result if said proposed reduction became effective This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply 1 Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments 2 The Contractor shall submit within. fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee 3 In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract B In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law Pag13 of 18 City of Yakima 2/24/12 Page 13 C The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order 1 Appropriate provisions of state and federal statutes and regulations including HUD CDBG and HOME Regulations 2. General Terms and Conditions (Exhibit A) 3 Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4 City of Yakima Resolution No R -2011- 140 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance XXVIII VENUE Pag14 of 18 City of Yakima 2/24/12 Page 14 The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur 1 The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2 Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B" Pag15 of 18 City of Yakima 2/24/12 Page 15 Exhibit "B" OIC of Washington Construction of 218 E. "T" Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing ,lawn and appropriate underground sprinklers, single family dwelling of approximately 1250 sq.ft. to be located at 218 E. "T" Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing, lawn and appropriate underground sprinklers to be marketed and sold to qualified low and moderate income first time homebuyer/s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 218 E. "T" Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $ 150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale of the newly constructed home located Pag16 of 18 City of Yakima 2/24/12 Page 16 • at 218 E. "T" Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) I; UDGET OIC of Washington will be reimbursed up to a maximum amount of $150,000 between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag17 of 18 City of Yakima 2/24/12 Page 17 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk I 6 1 E II T ' ' s4. • if- -1,.6 AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND YAKIMA VALLEY PARTNERS HABITAT FOR HUMANITY 1. Contracting Organization: OIC of Washington • 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 4. Contact Person: Chris Link, 5. Title of Service or Program being funded: Construction of new single family dwelling at 219 E. "T" Street 6. Amount of Contract Award: not to exceed $150,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit "A"). 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 146 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. • IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF NEIGHBORHOOD — DEVELOPMENT SERVICES: . i ,.'i%'I!/ (I f / " , 2011 `: I nald B. Cooper, tf'y Manager Date is / , 2011 Michael A. Morales, CED Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST: City Clerk / ►f l3 City Contract No.: a0<<-q 4 * , CONTRACTOR: / /9' , 2011 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project "). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. AMOUNT OF GRANT The City hereby sub - grants to the Contractor up to a maximum amount of $150,000 for said protect. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the Pag2 of 18 City of Yakima 9/21/11 Page 2 following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.II, "Sub- Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. Pag3 of 18 City of Yakima 9/21/11 Page 3 VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Pag4 of 18 City of Yakima 9/21/11 Page 4 Agreement. 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order • 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and Pag5 of 18 City of Yakima 9/21/11 Page 5 RCW Chapter 3 — 12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882.109). 20. WBE /MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. Pag6 of 18 City of Yakima 9/21/11 Page 6 IX NON - DISCRIMINATION IN EMPLOYMENT • A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. • • X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified- individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 9/21/11 Page 7 • The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the CDBG and /or HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities: B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 9/21/11 Page 8 Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during' said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. • XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. • 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Pag9 of 18 City of Yakima 9/21/11 Page 9 Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES • The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE Pag10 of 18 City of Yakima 9/21/11 Page 10 • • On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractor's workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. • Pag11 of 18 City of Yakima 9/21/11 Page 11 Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2: The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures Pag12 of 18 City of Yakima 9/21/11 Page 12 do not exceed the funding level which would result if said proposed reduction became effective. This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen .(15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a,breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. Pag13 of 18 City of Yakima 9/21/11 Page 13 C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD CDBG and HOME Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 146 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE Pag14 of 18 City of Yakima 9/21/11 Page 14 • The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. • XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B ". • • • • Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 219 E. "T" Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing ,lawn and appropriate underground sprinklers, single family dwelling of approximately 1250 sq.ft. to be located at 219 E. "T" Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing, lawn and appropriate underground sprinklers to be marketed and sold to qualified low and moderate income first time hommebuyer/s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 219 E. "T" Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale of the newly constructed home located Pag16 of 18 City of Yakima 9/21/11 Page 16 at 219 E. "T" Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to a maximum amount of $150,000 ' between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag17 of 18 City of Yakima 9/21/11 Page 17 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk 222 El "7`" S4-. ,„_,/( -( y, MEMORANDUM OF CLERICAL CORRECTION To AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON (Designated 221 E. "T" Street — Corrected to 222 E. "T" Street; Correction of Resolution Number and Title) THIS MEMORANDUM memorializes correction of a clerical error to the above - referenced Agreement. Pursuant to Resolution No. 2011 -140 adopted by the City Council on September 6, 2011, the City of Yakima on October 18, 2011 executed the above - referenced Agreement with OIC of Washington for the construction of a single- family dwelling at "221 E. "T" Street," Yakima, Washington. The City of Yakima was subsequently advised that the street address for such lot had been incorrectly assigned, and that the correct street address is 222 E. "T" Street. This Memorandum memorializes the clerical correction (by interlineation) to the street address at page 1 of the Agreement and pages 16, 17 (Exhibit "B "). The Resolution number has also been corrected from Resolution No. 2011 -146 to Resolution No. 2011 -140, and the title of the Agreement corrected to state the proper parties. Correction of the clerical error makes no substantive change to the terms and conditions of such Agreement. This Memorandum shall be attached to the above - referenced Agreement. DATED this ��' day of January, 2012. Archie Matthews ONDS Operations Manager City of Yakima APPROVED AS TO FORM: le<- _ Mark Kunkler, Senior Assistant City Attorney City of Yakima 2d1' 4- aryl -1 (1,6 • AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND YAKIMA VALLEY PARTNERS HABITAT FOR HUMANITY 1. Contracting Organization: OIC of Washington 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 • 4. Contact Person: Chris Link, 5. Title of Service or Program being funded: Construction of new single family dwelling at 221 E. "T" Street 6. Amount of Contract Award: not to exceed $150,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit „ A " ). 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 146 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES: , L ��� // 1 //f , 2011 •onald B. Cooper, Ci / Manager Date -�^ / /1 2011 Michael A. Morales, CED Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST: „�\ r� AI MA ` 1 k �'� City Clerk . lerk . : 5 ` I-' • • City Contract No.: a 011 -q a i •• o */ 1%, ∎g SHIN% - , CONTRACTOR: /C% S' , 2011 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A” TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project "). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. AMOUNT OF GRANT The City hereby sub - grants to the Contractor up to a maximum amount of $150,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the Pag2 of 18 City of Yakima 9/21/11 Page 2 following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to .proceed without written approval from the City of Yakima ONDS in accord with Sec.Il, "Sub -Grant " A. (above)." V BILLING PROCEDURES A. The {,Contractor shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. Pag3 of 18 City of Yakima 9/21/11 Page 3 VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Pag4 of 18 City of Yakima 9/21/11 Page 4 Agreement. 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and Pag5 of 18 City of Yakima 9/21/11 Page 5 RCW Chapter 3 —12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are . beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882.109). 20. WBE /MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. Pag6 of 18 City of Yakima 9/21/11 Page 6 • IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 9/21/11 Page 7 The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the CDBG and /or HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 9/21/11 Page 8 • • Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the, property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Pag9 of 18 City of Yakima 9/21/11 Page 9 Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. • XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE Pag10 of 18 City of Yakima 9/21/11 Page 10 • On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. • C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractor's workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Pag11 of 18 City of Yakima 9/21/11 Page 11 • Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be - effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures Pag12 of 18 City of Yakima 9/21/11 Page 12 • • do not exceed the funding level which would result if said proposed reduction became effective. This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description .are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. Pag13 of 18 City of Yakima 9/21/11 Page 13 • C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD CDBG and HOME Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 146 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE Pag14 of 18 City of Yakima 9/21/11 Page 14 • • The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B ". Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 221 E. "T" Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing ,lawn and appropriate underground sprinklers, single family dwelling of approximately 1250 sq.ft. to be located at 221 E. "T" Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing, lawn and appropriate underground sprinklers to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 221 E. "T" Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale of the newly constructed home located Pag16 of 18 City of Yakima 9/21/11 Page 16 at 221 E. "T" Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to a maximum amount of $150,000 between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag17 of 18 City of Yakima 9/21/11 Page 17 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk 30) r "s" sb, - 0 /l r(D day/ /6 AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND YAKIMA VALLEY PARTNERS HABITAT FOR HUMANITY • 1. Contracting Organization: OIC of Washington 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 4. Contact Person: Chris Link, 5. Title of Service or Program being funded: Construction of new single family dwelling at 301 E. "S" Street 6. Amount of Contract Award: $140,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit „ 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 146 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in • Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, . constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF HEIGHBORHOOD DEVELOPMENT SERVICES: L_. . /' _4 September 21, 2011 Donald B. Cooper, City tanager Date September 21, 2011 Michael A. Morales, CED Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST: City Clerk r ••.•••.. • City Contract No.: % it SEA * 1 .. g SHING 4 � r CONTRACTOR: September 21, 2011 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community, development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project "). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. AMOUNT OF GRANT The City hereby sub - grants to the Contractor $140,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract: Pag2 of 18 City of Yakima 9/21/11 Page 2 A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the CDBG Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (1 0%) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.11, "Sub- Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. Pag3 of 18 City of Yakima 9/21/11 Page 3 VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Agreement. Pag4 of 18 City of Yakima 9/21/11 Page 4 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and RCW Chapter 3 —12 (Prevailing Wage Rates). Pag5 of 18 City of Yakima 9/21/11 Page 5 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882.109). 20. WBE /MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW , A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. Pag6 of 18 City of Yakima 9/21/11 Page 6 IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS The Contractor agrees to comply with all applicable Federal, State, City and Municipal Pag7 of 18 City of Yakima 9/21/11 Page 7 standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the CDBG and /or HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law. • XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Counties and Cities, and Other Local Governments ", hereinafter referred to as Pag8 of 18 City of Yakima 9/21/11 Page 8 "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Contractor, title to which is vested in the City of Yakima ONDS or federal Pag9 of 18 City of Yakima 9/21/11 Page 9 government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the Contractor shall provide the Pag10 of 18 City of Yakima 9/21/11 Page 10 Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: • 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction Pag12 of 18 City of Yakima 9/21/11 Page 12 became effective. This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. C. The Contractor warrants and covenants that it presently has no interest and Pag13 of 18 City of Yakima 9/21/11 Page 13 shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD CDBG Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 146 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE Pag14 of 18 - City of Yakima 9/21/11 Page 14 The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B ". Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 301 E. "S" Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 1 and Y2 bath, with attached garage to include fencing and lawn, single family dwelling of approximately 1250 sq.ft. to be located at 301 E. "S" Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 1 and lh bath, to include fencing and lawn to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 301 E. "S" Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $140,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale of the newly constructed home located at 301 E. "S" Street are to go to the City of Yakima Neighborhood Development Services as program income. Pag16 of 18 City of Yakima 9/21/11 Page 16 F.) BUDGET OIC of Washington will be reimbursed up to $140,000 between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag17 of 18 City of Yakima 9/21/11 Page 17 '/Ak(m4 v alley ?arferj 1 - Eo Lk* W At 4; flu Cn sfri.tth oh ?yoby at AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND YAKIMA VALLEY PARTNERS HABITAT FOR HUMANITY 1. Contracting Organization:, Yakima Valley Partners Habitat for Humanity 2. Address:21 W. Mead Ave, Ste 110. Yakima, WA. 98902 3. Phone: (509) 453 -8077 4. Contact Person: Steve Luten, 5. Title of Service or Program being funded: Yakima Valley Partners Habitat for Humanity, new construction project. 6. Amount of Contract Award: $10.000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2012 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit "A"). 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 140 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES: Michael A. Morales, Interim City Manager Dat 3/ -i2 Joan D sport, Acting QED Di Date Pag1 of 17 City of Yakima 5/29/2012 Page 1 ATTEST: ( ;?' i City Clerk i Z • (L � j • City Contract No.: 3 — 1 11 \\ • •••• • • d�_' ' D 0 1 1 CONTRACTOR: 6-/-ti S eve Luten Date Title: Executive Director EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project"). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. AMOUNT OF GRANT The City hereby sub - grants to the Contractor $10,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract: Pag2 of 17 City of Yakima 5/29/2012 Page 2 A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the CDBG Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.Il, "Sub -Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VII BUDGET SURPLUS Pag3 of 17 City of Yakima 5/29 /2012 Page 3 The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with CDBG funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION— PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Agreement. Pag4 of 17 City of Yakima 5/29 /2012 Page 4 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). Pag5 of 17 City of Yakima 5/29 /2012 Page 5 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and RCW Chapter 3 —12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State/Local Building Codes/Housing Quality Standards (24 CFR 882.109). 20. WBE/MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and Pag6 of 17 City of Yakima 5/29/2012 Page 6 State Environmental Policy Acts. IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any services) or other benefds to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. Pag7 of 17 City of Yakima 5/29/2012 Page 7 XI LICENSING AND PROGRAM STANDARDS The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the CDBG and /or HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Pag8 of 17 City of Yakima 5/29 /2012 Page 8 Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefd of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. Pag9 of 17 City of Yakima 5/29/2012 Page 9 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code- Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. Pag10 of 17 City of Yakima 5/29 /2012 Page 10 XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder' shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractors workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services Pag1 1 of 17 City of Yakima 5/29 /2012 Page 11 rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Nothing in this section of the Contract shall be construed to create a liability or a right of indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL. REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as Pag12 of 17 City of Yakima 5/29/2012 Page 12 to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: Pag13 of 17 City of Yakima 5/29/2012 Page 13 A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD CDBG and HOME Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 140 (Exhibit C), and Pag14 of 17 City of Yakima 5/29 /2012 Page 14 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be reported to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B ". Pag15 of 17 City of Yakima 5/29 /2012 Page 15 Exhibit "B" HABITAT FOR HUMANITY A.) PROPOSAL SUMMARY/PROJECT ABSTRACT Construction of a single family residence located at 214 E. "T" Street, To also include receipt of the City owned property located at 214 E. "T" Street. A single family home to be constructed by Habitat for Humanity and sold to a qualified low income first time homebuyer /s. B.) ASSESSMENT OF NEED/PROBLEM STATEMENT Habitat for Humanity will construct a new single family home to be sold to qualified low income first time homebuyer /s. Which is consistent with HUD HOME investment regulations regarding the acquisition of property and construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Acquire building lot and construct new single family home to be sold to qualified low income first time homebuyer /s. Objectives 1. Receive the City owned lot via quit claim concerning the property located at 214 E. "T" Street, Yakima, WA. 98901 2. Construct a single family home to be sold to qualified low to moderate income first time homebuyer /s. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, Habitat for Humanity will receive said lot and construct a single family home to be sold to qualified low to moderate income first time homebuyer/s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, Habitat will submit an invoice for the for the design improvements to include a garage and front porch to total no more than $10,000 to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. F.) BUDGET Habitat for Humanity will be reimbursed up to $10,000 between the contract execution date and terminate on December 31, 2012 at midnight, for eligible activities. Pag16 of 17 City of Yakima 5/29/2012 Page 16 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY T �„± COUNCIL this 6 day of September, 2011. YA it : 8 E i 1 ATTEST: � ; �L . , ; Micah Cawl , Mayor 6 w I - .ty Clerk 1 81! 3"o S4, , AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON 1. Contracting Organization OIC of Washington 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 4 Contact Person: Chris Link, 5 Title of Service or Program being funded• Construction of new single family dwelling at 1811 N. 3rd Street 6 Amount of Contract Award: $15Q000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto and terminate on December 31, 2013 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit „ „ 8 This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions” attached hereto as Exhibit "A" and incorporated herein by this reference, and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 140 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C" This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFICE OF HEIGHBORHOOD DEVEL PMENT SERV 6 ' 6.....,____-- R ---- 3( - ( Tony O'Rour e, City Manager Date / V- ./_:, / Joa 1 :venport, Acting CE r Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST. .�' 'g / l/%0 i / � �e V II I City Clerk - z > i * - , 3 City Contract No l CONTRACTOR. 1 / f -6 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project") II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed 'upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. Pag2 of 18 City of Yakima 9/21/11 Page 2 B AMOUNT OF GRANT The City hereby sub - grants to the Contractor $150,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1 Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2 Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.II, "Sub- Grant " A. (above) " V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of Pag3 of 18 City of Yakima 9/21/11 Page 3 services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts Assets purchased with HOME funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570 503 (b)(8) VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U S Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1 CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section, and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or Pag4 of 18 City of Yakima 9/21/11 Page 4 local) terminated for cause of default. 2 Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Agreement. 3 The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. E LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5 Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited) 6 The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604 36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750- 820 (Preservation of Historic Properties). 8 Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW 9 Accessibility Standard as set forth in 92.251(a)(3) 10 Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11 Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons) Pag5 of 18 City of Yakima 9/21/11 Page 5 12 Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a 5, and RCW Chapter 3 —12 (Prevailing Wage Rates). 14 Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1) 19 Washington State /Local Building Codes /Housing Quality Standards (24 CFR 882.109). 20 WBE /MBE (24 CFR 85.36 (e)). 1 ENVIRONMENTAL REVIEW. A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder C COMPLIANCE AS PRE - CONDITION Pag6 of 18 City of Yakima 9/21/11 Page 6 Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law This provision shall include but not be limited to the following. employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601 X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age 1 Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through. purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 9/21/11 Page 7 The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents, contracts, sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his /her attorney or his /her responsible parent or guardian or as otherwise provided by law XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 9/21/11 Page 8 Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program C` The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1 Property records shall be maintained accurately and provide for A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property 3 A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4 Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS Pag9 of 18 City of Yakima 9/21/11 Page 9 7 Any nonexpendable personal property furnished to, or purchased by, the Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8 As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9 The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors B COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of Pag10 of 18 City of Yakima 9/21/11 Page 10 One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted) Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000 00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington Evidence of the contractor's workers' compensation coverage will be furnished to the City The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Nothing in this section of the Contract shall be construed to create a liability or a right of Pag11 of 18 City of Yakima 9/21/11 Page 11 indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. Pag12 of 18 City of Yakima 9/21/11 Page 12 This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand D CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2 The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Pag13 of 18 City of Yakima 9/21/11 Page 13 Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1 Appropriate provisions of state and federal statutes and regulations including HUD HOME Investment Regulations 2 General Terms and Conditions (Exhibit A) 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No R -2011- 146 (Exhibit C), and 5 Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to Pag14 of 18 City of Yakima 9/21/11 Page 14 this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1 The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and /or provide services as described in Exhibit "B" 3 All "Net Proceeds" of the sale of the Single Family Dwelling shall be paid and returned to the City of Yakima at closing of the sale of such property, as set forth in subsection (G) of Exhibit "B " Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 1811 N. 3 Street A.) PROPOSAL SUMMARY /PROJECT ABSTRACT Construction of a three bedroom, 1 and 'h bath, with attached garage to include fencing and lawn, single family dwelling of approximately 1250 sq.ft. to be located at 1811 N. 3rd Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s at appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED /PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 1 and '/2 bath, to include fencing and lawn to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 1811 N. 3rd Street. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all net proceeds of the sale of the newly constructed home Pag16 of 18 City of Yakima 9/21/11 Page 16 located at 1811 N. 3 Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to $150,000 between the contract execution date and terminate on December 31, 2013 at midnight, for eligible activities. G.) LAND — CONVEYANCE — DEED OF TRUST — CLOSING In order to facilitate the marketing and sale of the property, the City of Yakima will convey title to the subject property located at 1811 N. 3 Street, by appropriate deed, to OIC of Washington, subject to Deed of Trust in favor of the City to secure payment of the net proceeds of sale of the property and improvements thereon to City at closing. "Net proceeds" means all proceeds of sale less escrow fees, applicable excise taxes, and recording fees. The purpose of this section is to comply with the real estate brokerage provisions of Chapters 18.85 and 18.86 RCW, and to enable OIC of Washington to market and sell such property in accordance with the provisions of this Agreement. Pag17 of 18 City of Yakima 9/21/11 Page 17 /8? 44 Peal si. AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON 1. Contracting Organization: OIC of Washington 2. Address:815 Fruitvale Blvd, Yakima, WA. 98902 3. Phone: (509) 452 -2235 4. Contact Person: Chris Link, 5. Title of Service or Program being funded: Construction of new single family dwelling at 1809 N. 3rd Street 6. Amount of Contract Award: $150,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31, 2013 at midnight, unless sooner terminated by either party in accordance with Section XX11 of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit "A"). 8. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A° and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 140 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OFFIC- • HBORHOOD DEVEi•' PMENT SER alti■ i/ag ?".. 26 z TMF'Ro , -, City Manager Date q - lz-- Joa avenpo , Actin�Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST: City Clerk ' ?tY • City Contract No.: 6 ,2eW ,fig , r : n • - . ti s CONTRACTOR: -Aa At 7 / /4 Steve Mitchell Date Title: Chief Executive Officer EXHIBIT "A" TERMS AND CONDITIONS DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project"). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. Pag2 of 18 City of Yakima 9 /21/11 Page 2 B. AMOUNT OF GRANT The City hereby sub- orants to the Contractor $150,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 "eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.11, "Sub -Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of Pag3 of 18 City of Yakima 9/21/11 Page 3 services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with HOME funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or Pag4 of 18 City of Yakima 9/21/11 Page 4 local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Agreement. 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). Pag5 of 18 City of Yakima 9/21/11 Page 5 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and RCW Chapter 3 —12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State /Local Building Codes/Housing Quality Standards (24 CFR 882.109). 20. WBE/MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Pag6 of 18 City of Yakima 9/21/11 Page 6 Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12088, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 9/21/11 Page 7 The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his/her attorney or his/her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 9/21/11 Page 8 Counties and Cities, and Other Local Governments ", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. Pag9 of 18 City of Yakima 9/21/11 Page 9 7. Any nonexpendable personal property furnished to, or purchased by, the Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and /or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of Pag10 of 18 City of Yakima 9/21/11 Page 10 One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. • D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractor's workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Nothing in this section of the Contract shall be construed to create a liability or a right of Pag11 of 18 City of Yakima 9/21/11 Page 11 indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMINATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. Pag12 of 18 City of Yakima 9/21/11 Page 12 This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT • In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Pag13 of 18 City of Yakima 9/21/11 Page 13 Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD HOME Investment Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R -2011- 140 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to Pag14 of 18 City of Yakima 9/21/11 Page 14 this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefd the program, as determined by the intent and purpose of the project. XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and/or provide services as described in Exhibit "B ". 3. All "Net Proceeds" of the sale of the Single Family Dwelling shall be paid and returned to the City of Yakima at closing of the sale of such property, as set forth in subsection (G) of Exhibit "B." Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 1809 N. 3rd Street A.) PROPOSAL SUMMARY/PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing and lawn, single family dwelling of approximately 1250 sq.ft. to be located at 1809 N. 3rd Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s with 2 mortgage assistance provided by the City of Yakima. Sale price to be the value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED/PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing and lawn to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 1809 N. 3rd Street. The City of Yakima will provide necessary second mortgage financing to qualified first time homebuyer /s as needed. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved Pag16 of 18 City of Yakima 9121/11 Page 16 appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all net proceeds of the sale of the newly constructed home located at 1809 N. 3` Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to $150,000 between the contract execution date and terminate on December 31, 2013 at midnight, for eligible activities. G.) LAND — CONVEYANCE — DEED OF TRUST — CLOSING In order to facilitate the marketing and sale of the property, the City of Yakima will convey title to the subject property located at 1809 N 3" Street, by appropriate deed, to OIC of Washington, subject to Deed of Trust in favor of the City to secure payment of the net proceeds of sale of the property and improvements thereon to City at closing. "Net proceeds" means all proceeds of sale less escrow fees, applicable excise taxes, and recording fees. The purpose of this section is to comply with the real estate brokerage provisions of Chapters 18.85 and 18.86 RCW, and to enable OIC of Washington to market and sell such property in accordance with the provisions of this Agreement. Pag17 of 18 City of Yakima 9/21/11 Page 17 RESOLUTION NO. R-2011-140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY THE CITY COUNCIL this 6 day of September, 2011. /s/ Micah Cawley ATTEST: Micah Cawley, Mayor Is/ Deborah Kloster City Clerk Certified to be a true and correct copy of the =` YAK /M � • original filed in my office. / CIT CLERK - SA ' r -Awls/ � - 0 ma *� � ; By L�� / . . /%L Deput o 9 . • , X807 Al 3) S +' AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON 1. Contracting Organization: OIC of Washington 2. Address:815 Fruitvale Blvd. Yakima, WA. 98902 3. Phone: (509) 452 -2235 4. Contact Person: Chris Link. 5. Title of Service or Program being funded: Construction of new single family dwelling at 1807 N. 3rd Street 6. Amount of Contract Award: $150,000 (HOME) CFDA Contract # 14.239 7. The term of this Contract shall commence upon execution of this Contract by the parties hereto. and terminate on December 31. 2013 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A ", attached hereto and incorporated herein by this reference. Performance of the work of this Contract shall commence as set forth in Section IV of "Terms and Conditions" (Exhibit "A"). 8. This contract award and the rights and obligations of both parties hereto shall be ' subject to and governed by the following: 1) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and 2) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. 3) City of Yakima Resolution No. R -2011- 140 , A copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 9. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B ", and satisfaction of all contract terms and conditions as stated in Exhibit "A ", Exhibit "B" and Exhibit "C ". This written document, together with all of the incorporated exhibits hereto, constitutes the entire Contract and terms of agreement between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA; OF OF NEIGHBORHOOD DEVE OPMENT �L.. / .1 g (c ( ( 23— Tony •'Rou e, City Manager Date i q Joi Davenport, Acti i g CED Director Date Pag1 of 18 City of Yakima 9/21/11 Page 1 ATTEST: r I `%. 6 • City Clerk • y City Contract No.:2O /c — 01 ✓; �, ; 14". � � CONTRACTOR: ,O le/e - - Steve Mitchell Date Title: Chief Executive Officer EXHIBIT °A" TERMS AND CONDITIONS I DESIGNATION The City of Yakima, as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates Contractor to undertake, and the Contractor hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B ", Scope of Work (hereinafter "the project"). II SUB -GRANT A. NOTICE TO PROCEED No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighbothood Development Services (ONDS). ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. Pag2 of 18 City of Yakima 9/21/11 Page 2 B. AMOUNT OF GRANT The City hereby sub- Qrants to the Contractor $150,000 for said project. III GENERAL BUDGET PROVISIONS The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract: A. PAYMENT AND DISBURSEMENTS Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contractor or obligations of the Contractor currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74- 4 °eligible costs under the HOME Program" and that also fall within the applicable Project Budget. B. No payment shall be made for any service rendered by the Contractor except for services within the scope of a category set forth in the budget in Exhibit "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contractor shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10 %) or more per home, from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the Contractor prior to the Contractor incurring any expenditures against the revised budget subject categories. 2. When the revision of the Contractor budget does not exceed ten percent (10 %) of an approved budget subject category, the Contractor must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. IV COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contractor with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS in accord with Sec.Il, "Sub -Grant " A. (above)." V BILLING PROCEDURES A. The Contractor shall submit monthly written claims for reimbursement of Pag3 of 18 City of Yakima 9/21/11 Page 3 services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. VI LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VII BUDGET SURPLUS The Contractor agrees that funds determined by the City of Yakima ONDS to be surplus budget funds at the end of the project shall be subject to cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future Contracts. Assets purchased with HOME funds shall continue to be used in accordance with its original purpose as provided in 24CFR 570.503 (b)(8). VIII COMPLIANCE WITH LAWS A. GENERAL The Contractor, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including, but not limited to, Federal HOME Regulations and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION— PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: B. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. C. Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; D. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this section; and 1. Have not within a three -year period preceding the signing of this Agreement had one or more public transactions (Federal, State, or Pag4 of 18 City of Yakima 9/21 /11 Page 4 local) terminated for cause of default. 2. Where the Contractor is unable to certify to any of the statements in this Agreement, the Contractor shall attach an explanation to this Agreement. 3. The Contractor agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 4. The Contractor further agrees by signing this Agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: E. LOWER TIER COVERED TRANSACTIONS i) The lower tier contractor certifies, by signing this Agreement that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii) Where the lower tier contractor is unable to certify to any of the statements in this Agreement, such contractor shall attach an explanation to this Agreement. 5. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 7. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010 -.090 (Protection of Archaeological Resources), and RCW 43.51.750 -.820 (Preservation of Historic Properties). 8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 9. Accessibility Standard as set forth in 92.251(a)(3). 10. Clean Air Act as amended, 42 USC Section 1857 et weq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 11. Section 3 of the Housing and Urban Development Act of 1988 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). Pag5 of 18 City of Yakima 9/21/11 Page 5 12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and RCW Chapter 3 —12 (Prevailing Wage Rates). 14. Attachment 0 of the Office of management and Budget Circular, A -102 (Procurement Standards) and Federal Management Circular, FMC 74- 4. 15. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 16. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, and Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 17. Age Discrimination Act of 1975 (24 CFR 146). 18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 19. Washington State /Local Building Codes/Housing Quality Standards (24 CFR 882.109). 20. WBE/MBE (24 CFR 85.36 (e)). 1. ENVIRONMENTAL REVIEW A. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contractor to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. B. SEPA The Contractor retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. C. COMPLIANCE AS PRE - CONDITION Pag6 of 18 City of Yakima 9/21/11 Page 6 Performance by either the City of Yakima ONDS or the Contractor under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. IX NON - DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. The Contractor specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. X NON - DISCRIMINATION IN CLIENT SERVICES A. The Contractor agrees to make all services available through this contract (24 CFR 92.352), and shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 2. Provide any service(s) or other benefits to a qualified individual which are different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contractor shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of 1973 prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and/or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each Contractor or Subcontractor. The Contractor shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XI LICENSING AND PROGRAM STANDARDS Pag7 of 18 City of Yakima 9/21/11 Page 7 The Contractor agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. XII MONITORING AND ACCESS TO RECORDS A. Contractor agrees that City may carry out monitoring and evaluation activities so as to ensure compliance by Contractor with this Contractor agreement, with the HOME Compliance Documents, and with all other laws, regulations, and ordinances related to the performance hereof. Contractor agrees to provide City with any data determined by City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. B. At any reasonable time and as often as City may deem necessary, Contractor shall make all of its records available to City, HUD, the Comptroller General of the United States, or any of their authorized representatives, and shall permit City, HUD, the Comptroller General of the United States, or any of their authorized representatives to audit, examine, and make excerpts and /or copies of same. Contractor records shall include, but shall not be limited to, the following: payroll, personnel and employment records; procurement bidding documents; contracts; sales closing statements; and invoices. C. The City shall have the right to review and audit all records of the Contractor pertaining to any payment by the City. Said records shall be maintained for a period of seven years after the completion of the project. D. The Contractor shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIII SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his/her attorney or his/her responsible parent or guardian or as otherwise provided by law. XIV ASSIGNMENT AND /OR SUBCONTRACTING The Contractor shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XV STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contractor agrees to provide project line item draw requests, annual verification of rents, annual audited financial statement to compare income and expenses, records, documents and accounting procedures which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the "Budgeting, Accounting, Reporting System for Pag8 of 18 City of Yakima 9/21/11 Page 8 Counties and Cities, and Other Local Governments", hereinafter referred to as "BARS ", as issued by the Office of State Auditor, State of Washington. The Contractor further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contractor shall retain all books, records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contractor agrees that the City of Yakima, the U.S. Department of Housing and urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any of said materials at all reasonable times during said period. B. The Contractor agrees that any contributions or payments made for services furnished under this Contract shall be used for the sole benefit of this program. C. The Contractor agrees to have an audit performed when spending $500,000 or more in federal awards during a fiscal year. A copy of such audit will be presented upon request to ONDS for monitoring purposes. XVI PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and /or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A -102. The Contractor shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for. A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contractor elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contractor under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. Pegg of 18 City of Yakima 9/21/11 Page 9 7. Any nonexpendable personal property furnished to, or purchased by, the Contractor, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contractor agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9A of RCW Chapter 62k 9. The Contractor shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contractor to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVII RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor /city relationship shall be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contractor. No agent, employee, or representatives of the Contractor shall be deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contractor are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, Subcontractors, or otherwise during the performance of this Contract. XVIII TAXES AND ASSESSMENTS Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. XIX QUARTERLY REPORT The Contractor agrees to submit written quarterly reports outlining the progress towards completion of activities included in Exhibit B, to the City of Yakima ONDS. XX INSURANCE A. NO INSURANCE It is understood that the City does not maintain liability insurance for the Contractor and/or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the Contractor shall provide the City with a certificate of insurance as proof of liability insurance in the amount of Pag10 of 18 City of Yakima 9/21/11 Page 10 One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents,employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. D. WORKERS' COMPENSATION The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. Evidence of the contractors workers' compensation coverage will be furnished to the City. The contractor holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. ) NSURANCE PROVIDED BY SUBCONTRACTORS The Contractor shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. XXI INDEMNIFICATION AND HOLD HARMLESS All services that are rendered or performed under this Contract shall be performed or rendered entirely to the Contractor's own risk and the Contractor expressly agrees to defend, indemnify and hold harmless the City of Yakima and all of its officers, agents, employees and elected officials from any and all liability, loss, fines, penalties or damage, including reasonable cost of defense, they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgments against the City of Yakima which result from, arise out of, or are in any way connected with the services to be preformed by the Contractor under this Contract. Nothing in this section of the Contract shall be construed to create a liability or a right of Pag11 of 18 City of Yakima 9/21/11 Page 11 indemnification in any third party. XXII CONTRACT, TERMINATION AND CLOSE OUT If the Contractor fails to comply with the terms and conditions of this Contract, the City of Yakima ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. TERMINATION FOR CAUSE If the Contractor fails to comply with the terms and conditions of this Contract and any of the following conditions exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non - beneficial to the public interest; 2. The Contractor has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contractor has failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this Contract in whole or in part, and thereupon shall notify the Contractor of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contractor. After this effective date, no charges incurred under any terminated portions are allowable. B. TERMJNATIONS ON OTHER GROUNDS This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. TERMINATION FOR WITHDRAWAL. REDUCTION OR LIMITATION OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this Contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the Contractor or its representative. The City of Yakima ONDS agrees to promptly notify the Contractor of any proposed reduction in funding by Federal or other officials. The Contractor agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. Pag12 of 18 City of Yakima 9/21/11 Page 12 This Contract may further be terminated by the City of Yakima upon written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if such assurances are not made to the City's satisfaction within thirty (30) days of the date of such written demand. D. CLOSEOUT In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contractor, the City of Yakima shall make or arrange for payment to the Contractor of allowable reimbursable costs not covered by previous payments. 2. The Contractor shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to closeout of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to the Contractor after fully considering the recommendation on disallowed costs resulting from the final audit. XXIII COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. XXIV CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. C. The Contractor warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The Pag13 of 18 City of Yakima 9/21/11 Page 13 Contractor further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. XXV RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The Contractor hereby grants to the City of Yakima, a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this Contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD HOME Investment Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, (Exhibit B), 4. City of Yakima Resolution No. R-2011- 140 (Exhibit C), and 5. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXVII GOVERNING LAW This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpretation and performance. XXVIII VENUE The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. XXIX MODIFICATION Either party may request changes in this Contract, however, no change or addition to Pag14 of 18 City of Yakima 9/21/11 Page 14 this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXX SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXI PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, and shall be remitted to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project XXXII RETURN OF FUNDS The Contractor shall return to the City all monies provided hereunder by the City to the Contractor if any of the following occur: 1. The Contractor materially changes the primary purpose and scope of the Project as described on Exhibit "B" to the 2. Contract. The Contractor is unable to continue and/or provide services as described in Exhibit "B ". 3. All "Net Proceeds" of the sale of the Single Family Dwelling shall be paid and returned to the City of Yakima at dosing of the sale of such property, as set forth in subsection (G) of Exhibit "B." Pag15 of 18 City of Yakima 9/21/11 Page 15 Exhibit "B" OIC of Washington Construction of 1807 N. 3" Street A.) PROPOSAL SUMMARY/PROJECT ABSTRACT Construction of a three bedroom, 2 bath, with attached garage to include fencing and lawn, single family dwelling of approximately 1250 sq.ft. to be located at 1807 N. 3rd Street. A Single family home to be constructed by OIC of Washington, marketed and sold to a qualified low to moderate income first time homebuyer /s with 2nd mortgage assistance provided by the City of Yakima. Sale price to be the value as set by an approved appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all proceeds of the sale shall be remitted to the City of Yakima Neighborhood Development Services as program income. B.) ASSESSMENT OF NEED/PROBLEM STATEMENT OIC of Washington will construct a new single family home to be sold to qualified low to moderate income first time homebuyer /s as consistent with HUD HOME investment regulations regarding the use of HOME funds in construction of single family homes. C.) PROGRAM GOAL AND OBJECTIVES Goal Construct a new single family home of approximately 1250 sq.ft. with attached garage, 2 bath, to include fencing and lawn to be marketed and sold to qualified low and moderate income first time homebuyer /s. Objectives 1. Construct a single family home to be sold to qualified low to moderate income first time homebuyers. OIC of Washington will market, screen and qualify eligible low to moderate income first time homebuyer /s, effectively constructing, marketing and selling a new single family home located at 1807 N. 3rd Street. The City of Yakima will provide necessary second mortgage financing to qualified first time homebuyer /s as needed. D.) METHODOLOGY From the contract execution date to continue until the termination date at which it will expire at midnight, OIC of Washington will construct a single family home to be sold to qualified low a moderate income first time homebuyer /s. E.) OUTCOMES & EVALUATION As a condition of reimbursement, OIC of Washington will submit original invoices for the actual construction cost, to include labor, marketing and sale of not more than $150,000 as evidenced by invoice billings provided to the Office of Neighborhood Development Services to be reimbursed from HOME investment funds. The home will be sold for the appraised value as set by an approved Pag16 of 18 City of Yakima 9/21/11 Page 16 appraiser as designated by the City of Yakima Neighborhood Development Services. Any and all net proceeds of the sale of the newly constructed home located at 1807 N. 3 Street are to go to the City of Yakima Neighborhood Development Services as program income. F.) BUDGET OIC of Washington will be reimbursed up to $150,000 between the contract execution date and terminate on December 31, 2013 at midnight, for eligible activities. G.) LAND — CONVEYANCE — DEED OF TRUST — CLOSING In order to facilitate the marketing and sale of the property, the City of Yakima will convey title to the subject property located at 1807 N 3r Street, by appropriate deed, to OIC of Washington, subject to Deed of Trust in favor of the City to secure payment of the net proceeds of sale of the property and improvements thereon to City at closing. "Net proceeds" means all proceeds of sale less escrow fees, applicable excise taxes, and recording fees. The purpose of this section is to comply with the real estate brokerage provisions of Chapters 18.85 and 18.86 RCW, and to enable OIC of Washington to market and sell such property in accordance with the provisions of this Agreement. Pag17 of 18 City of Yakima 9/21/11 Page 17 RESOLUTION NO. R- 2011 -140 A RESOLUTION approving a Resolution authorizing the City Manager to execute construction contracts with OIC of Washington and Habitat for Humanity to construct single family homes for the City of Yakima's HOME program. WHEREAS, the City of Yakima is a recipient of federal HOME funds from HUD, which may be used, among other things, to provide new construction costs; and WHEREAS, HUD requires construction contracts with Community Housing Development Organizations to construct single family homes using HOME funds , and WHEREAS, The City Council has determined contracts for the North Third Street Affordable Housing project should be authorized, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council hereby authorizes the City Manager to sign individual contracts with certified Community Housing Development Organizations (CHDOs) OIC of Washington and Habitat for Humanity to construct new single family homes for the North Third Street Affordable Housing Project. Individual contracts will not exceed an amount of One Hundred Fifty Thousand Dollars ($150,000) per home. The project will be completed in two to three phases; not to exceed a total of five homes under construction at any one time. ADOPTED BY THE CITY COUNCIL this 6 day of September, 2011. /s/ Micah Cawley ATTEST: Micah Cawley, Mayor /s/ Deborah Kloster City Clerk Certified to be a true and correct copy of the; — YAK/ ∎, ■ original filed in my office. IP / CI LE'• rr i t 1�. :LL� Depu', s ' p ,l By � l‘��NGT O N h MEMORANDUM OF CLERICAL CORRECTION To AGREEMENT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND OIC OF WASHINGTON (Designated 221 E. "T" Street — Corrected to 222 E. "T" Street; Correction of Resolution Number and Title) THIS MEMORANDUM memorializes correction of a clerical error to the above - referenced Agreement. Pursuant to Resolution No. 2011 -140 adopted by the City Council on September 6, 2011, the City of Yakima on October 18, 2011 executed the above - referenced Agreement with OIC of Washington for the `construction of a single - family dwelling at "221 E. "T" Street," Yakima, Washington. The City of Yakima was subsequently advised that the street address for such lot had been incorrectly assigned, and that the correct street address is 222 E. "T" Street. This Memorandum memorializes the clerical correction (by interlineation) to the street address at page 1 of the Agreement and pages 16, 17 (Exhibit "B "). The Resolution number has also been corrected from Resolution No. 2011 -146 to Resolution No. 2011 -140, and the title of the Agreement corrected to state the proper parties. Correction of the clerical error makes no substantive change to the terms and conditions of such Agreement. This Memorandum shall be attached to the above - referenced Agreement. DATED this I day of January, 2012. i , Aimw - -" / Archie Matthews ONDS Operations Manager City of Yakima APPROVED AS TO FORM: Mark Kunkler, Senior Assistant City Attorney City of Yakima