Loading...
11/16/2021 10. Resolution authorizing a contract with Genesis Housing Services, a division of Catholic Charities Housing Services, for $750,000 of HOME Investment funds to support the construction of a 16-unit farmworker affordable housing complex located 1 s1. ° `Y.".,t �a°++a 0� cut • rr 11 i ',i enc u nrry 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 10. For Meeting of: November 16, 2021 ITEM TITLE: Resolution authorizing a contract with Genesis Housing Services, a division of Catholic Charities Housing Services, for$750,000 of HOME Investment funds to support the construction of a 16-unit farmworker affordable housing complex located at 615 N 16th Ave SUBMITTED BY: Joan Davenport, Community Development Director Archie Matthews, O N D S Manager(509) 575-6101 SUMMARY EXPLANATION: Genesis Housing Services, a division of Catholic Charities Housing Services, has requested HOME funds from the City of Yakima to assist with construction of a 16-unit multi-family farmworker housing project known as Yakima Opportunity Housing I (YOH), located at 615 N 16th Avenue. This project will assist 16 low income families at or below 50%Area Median Income. The project, known as the "Yakima Opportunity Housing I" is estimated to be over 6 million dollars in project development costs. Funding is from a partnership including USDA RD ($4,627,163), Federal Home Loan Bank of Des Moines ($800,000) and City of Yakima ($750,000). As the annual recipient of HOME Investments funds from the Department of Housing and Urban Development (HUD), the City of Yakima must invest these funds for Affordable Housing within its jurisdiction. The City of Yakima, in granting available HOME funds, allows for continued decent, safe, and affordable housing within the City of Yakima that serves low to moderate income citizens. Projects that receive funding from the City of Yakima HOME program must be consistent with the City Consolidated Plan, which guides HOME funding, as well as the City Comprehensive Plan. Funding through the HOME program requires the applicant to have a HUD compliant Management Plan and ensure the housing units meet affordability requirements for a minimum of 20 years. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Neighborhood and Community Building 2 APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description Upload Date Type Resolution_Genesis Housing 11/4/2021 Cotter Memo a Contract_GenesisHousing 11/3/2021 Corer Memo 3 RESOLUTION NO. R-2021 - A RESOLUTION authorizing an agreement with Genesis Housing Services in the amount of up to Seven Hundred and Fifty Thousand Dollars ($750,000) in Federal Housing and Urban Development HOME funds for assistance with the construction of 16 low-income farmworker housing units. WHEREAS, the city received money from the federal government's HOME funding program under CFDA Contract # 14.239 in the amount of $750,000 which must be used to invest in affordable housing in the City of Yakima; and WHEREAS, Genesis Housing Services a division of Catholic Charities Housing Services owns, operates and manages numerous low to moderate income housing units within the City of Yakima, including a series of multi-family housing units for low to moderate income persons and families; and WHEREAS, Genesis Housing Services wishes to construct Yakima Opportunity Housing I, a development consisting of 16 units for low to moderate income farmworkers and seeks funding for development costs, which is an eligible activity under the HOME program, and WHEREAS, the City has available HOME funds to help Genesis Housing Services to develop the land for the Yakima Opportunity Housing I, and WHEREAS, pursuant to federal requirements, four of those units will be monitored for HUD HOME Investment affordability beginning at the time of completion as outlined in the contract, through a period of not less than twenty (20) years, and WHEREAS, The City Council of the City of Yakima finds that it is in the best interests of the City and its residents to enter into an agreement with Genesis Housing Services to provide funding for land development costs for 16 units of low to moderate income farmworker housing with federal monies provide by HUD through the HOME investments program; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute an Agreement with Genesis Housing Services in the amount of Seven Hundred and Fifty Thousand Dollars ($750,000) in Federal Housing and Urban Development HOME Investment funds for land development costs for construction of up to 16 units of affordable housing for low to moderate income Farmworkers within the City of Yakima, one of which will be monitored for twenty years under the affordability requirements of HUD HOME program requirements. A copy of the agreement is attached hereto and incorporated herein. ADOPTED BY THE CITY COUNCIL this 16th day of November, 2021. Patricia Byers, Mayor ATTEST: Sonya Claar Tee, City Clerk 4 CONTRACT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND DEVELOPER— Genesis Housing Services CONTRACT NUMBER: 1. CFDA: 14.239 HOME INVESTMENT PARTNERSHIP PROGRAM 2. DEVELOPER/AWARDEE: Genesis Housing Services 3. HUD Entity Type: DEVELOPER 4. Address: 615 N. 16th Ave, Yakima. WA 98902 5. Phone: 509-853-2800 6. Contact Person: Bryan Ketcham, Executive Director of Genesis Housing Services 7. Title of Service or Program being funded: Yakima Opportunity Housing I located at: 615 N. 16th Ave Yakima WA, 98902 8. Awarding Federal Agency: U.S. Department of Housing and Urban Development 9. Unique Entity Identifier Number: 20-1376916 10. Federal Award Year and Federal Award Number: 2021; M21-MC530203. 11. Amount of Contract Award: $750,000.00 12. The term of this Contract shall commence upon the execution date of DEVELOPERS' receipt of "Letter to Proceed" from City of Yakima Office of Neighborhood Development Services and the project will begin construction within twelve months of entering this Contract and will be completed by March 1. 2023 at midnight, unless sooner terminated by either party in accordance with Section XXII of Exhibit "A", attached hereto and incorporated herein by this reference. This Contract will be in effect throughout the affordability period established in Exhibit "A". 13. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following: (a) "Terms and Conditions" attached hereto as Exhibit "A" and incorporated herein by this reference; and (b) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit "B" and incorporated herein by this reference. (c) City of Yakima Resolution No. R-2021- , a copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference. 14. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "B", and satisfaction of all contract terms and conditions, including, but not limited to; the submission of the final report and billing invoice information within thirty (30) days of the contract closing date, and as stated in 1 of 25 City of Yakima 5 Exhibit "A", Exhibit "B", Exhibit "C" and Exhibit "D". This written document, together with all of the incorporated Exhibits hereto, constitutes the entire Contract and terms of Contract between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA DEVELOPER: //4s:�y� Robert Harrison, City Manager Br'an(Ketcham, Executive Director City of Yakima Genesis Housing Services Date: Date: !0/2-V7-07 Joan Davenport, Community Development Director Date: ATTEST Sonya Claar Tee, City Clerk City Contract No: 2 of 25 City of Yakima 6 EXHIBIT "A" TERMS AND CONDITIONS The City of Yakima, as a recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development (HUD), hereby designates AWARDEE/DEVELOPER to undertake, and the AWARDEE/DEVELOPER hereby agrees to undertake, that certain community development or housing assistance project described in Exhibit "B", Scope of Work (hereinafter sometimes referred to as "the Project"). Section I — Definitions A. AGENCY — is hereby defined as the Office of Neighborhood Development Services, the HOME Program administering agency of the City of Yakima. For the purpose of this Contract and all administration of HOME funds, the AGENCY shall act on behalf of the CITY in the execution and fiscal and programmatic control of this Contract. The term "Approval by the CITY" or like term used in this Contract shall in no way relieve the DEVELOPER from any duties or responsibilities under the terms of this Contract, or obligation State or local law or regulation. B. FEE — is hereby defined as the amount of money the CITY agrees to pay and the DEVELOPER agrees to accept as payment in full for all the professional, technical and construction services rendered pursuant to this Contract to complete the WORK as further defined in Section III -SCOPE OF WORK, hereof. C. WORK — is hereby defined as all the professional, technical and construction services to berendered or provided by the DEVELOPER as described herein and in the SCOPE OF WORK. D. PROJECT — is defined in Section II below and Exhibit B attached hereto and fully incorporated herein. E. HOME — is hereby defined as the HOME Investment Partnerships Program as described in 24 CFR Part 92, under the authority of 42 U.S.C. 3535 (d) and 12701 - 12839. Section II — Project DEVELOPER's Project will develop 16 affordable housing units which will assist low income farmworker households at or below 50% area median income in the City limits of Yakima. More Project information is found in Exhibit B attached hereto. HOME funds shall be used for the development of the residential units of the Project. Section III — Term A. GENERAL The DEVELOPER expressly agrees to complete all work required by this Contract in accordancewith the timetable set forth. Milestone Deadline Project Start Date: Date of signature. Construction Start Date: March 1, 2022 . Project Completion Date: March 1, 2023. 3 of 25 City of Yakima Duration of Agreement: Through the end of the Affordability Period outlined herein (see Section B herein) The Amount of the Grant that the City hereby sub-grants to the DEVELOPER is Seven Hundred Fifty Thousand Dollars ($750,000.00) for the Project. B. AFFORDABILITY The project is subject to an affordability compliance period of Twenty (20) years from the date the project is completed. The project is considered completed when the final drawdown of HOME funds has been drawn by the City, which will be no later than March 1, 2023. The DEVELOPER will assure continued compliance with HOME 92.504(c)(3)(vi), 92.504(d), requirements. For rental projects this includes ongoing property standards inspections and occupancy requirements; rent limits established by HUD; and income determinations annually reviewed by the City. For homebuyer units this includes monitoring units for principal residency and recapture of funds at time of resale. HOME 92.504(c)(3)(ii) specifies that a deed restriction will also be in place throughout the affordability period. The DEVELOPER is undertaking a rental project. This affordable housing unit project will operate as low-income farmworker housing restricted to qualified farmworkers at or below 50% of the area median income. Initial rents will be at or below 50% of the HUD HOME established High/Low HOME rents established. 2021 1BR 2BR 3BR 4BR 5BR 6BR Low HOME .662 .795 918 1023 .1130 1235 Rent Limit High HOME .792 .1012 .1160 .1274 1387 1501 Rent Limit Pursuant to the Affordability Covenant, DEVELOPER shall dedicate four (4) floating units at the development to use by tenants whose gross household income does not exceed eighty percent (80%) of the Area Median Income at the time the tenant(s) initially occupies the unit and will certify annually that the tenant(s) continue to meet this income requirement. The procedures for rent increases shall follow the Washington State Landlord-Tenant Act requirements outlined in RCW 59.18 et.seq, and as amended in the future. State law currently requires a minimum of Sixty (60) days' notice to change any term of a rental contract, including the amount due and owing for rent and any increase in the amount of rent may not become effective prior to the completion of the term of the rental agreement; or, in the case of a subsidized tenancy where the amount of rent is based on the income of the tenant or circumstances specific to the subsidized household, a landlord shall provide a minimum of thirty (30) days' prior written notice of an increase in the amount of rent which will become effective upon completion of the term of the rental agreement or sooner upon mutual consent RCW 59.18.140. C. TIME IS OF THE ESSENCE Timely completion of the work specified in this Contract is an integral and essential part of performance. The expenditure of HOME funds is subject to Federal deadlines and 4 of 25 City of Yakima could result in the loss of the Federal funds. By the acceptance and execution of this Contract, it is understood and agreed by the DEVELOPER that the PROJECT will be completed as expeditiously as possible and that the DEVELOPER will make every effort to ensure that the project will proceed and will not be delayed. Failure to meet these deadlines can result in cancellation of this contract and the revocation of HOME funds. Since it is mutually agreed that time is of the essence as regards this Contract, the DEVELOPER shall cause appropriate provisions to be inserted in all contracts or subcontracts relative to the work tasks required by this Contract, in order to ensure that the PROJECT will be completed according to the timetable set forth. It is intended that such provisions inserted in any subcontracts be, to the fullest extent permitted by law and equity, binding for the benefit of the CITY and enforceable by the CITY against the DEVELOPER and its successors and assigns to the project or any part thereof or any interest therein. In the event the DEVELOPER is unable to meet the above schedule or complete the above services because of delays resulting from Acts of God, untimely review and approval by the CITY and other governmental authorities having jurisdiction over the PROJECT, or other delays that are not caused by the DEVELOPER, the CITY shall grant a reasonable extension of time for completion of the WORK. It shall be the responsibility of the DEVELOPER to notify the CITY promptly in writing whenever a delay is anticipated or experienced, and to inform the CITY of all facts and details related to the delay. D. COMMENCEMENT OF WORK The City of Yakima, through ONDS, shall furnish the DEVELOPER with written notice to proceed upon release of funds from HUD related to the Project pursuant to 24 CFR Part 58. No work on the Project shall occur prior to the notice to proceed without written approval from the City of Yakima. Section IV— Scope of Work The DEVELOPER, in close coordination with the CITY, shall perform all professional services and activities (the "WORK") necessary to complete the development and occupancy of the following project in full compliance with the terms of this Contract, including, but not limited to, Exhibit "B" (Use of HOME funds, property location, budget, completion schedule & compliance term): From the contract execution date to continue until the termination date as specified within this contract, Genesis Housing Services will construct sixteen units to provide low income farmworker housing. These units will be rented to qualified low to moderate income farmworker tenants below 50% AMI. Four (4) of these units will be HOME floating units that will be monitored for a twenty (20) year affordability period per HUD regulations governing HOME Investment funded projects. It is understood that the DEVELOPER will provide a specific working budget and realistic timetable as relates to: acquisition, construction/rehabilitation, soft costs, development fees and other allowable costs/activities prior to any fund usage. Said budget shall identify all sources and uses of funds, and allocate HOME and non-HOME funds to activities or line items. No payment will be made by the City prior to receiving the working budget. The aforementioned Work tasks will be performed in essentially the manner proposed in the DEVELOPER's proposal as received by the AGENCY on 5 of 25 City of Yakima 9 June 18, 2021 The aforementioned document will be considered to be a part and portion of this Contract fully incorporated herein Exhibit "D". Section V— Reimbursement of Expenses & Developer Fees A. GENERAL. Project expenses (excluding developer fee) shall be paid based on vouchers for actual expenses incurred or paid. Requests for payment must be submitted by the DEVELOPER on forms specified by the CITY, with adequate and proper documentation of eligible costs incurred in compliance with 24 CFR 92.206 and necessary for HUD IDIS disbursement requirements. All such expenses shall be in conformance to the approved project budget. Budget revision and approval shall be required prior to payment of any expenses not conforming to the approved project budget. 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. B. 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 DEVELOPER or obligations of the DEVELOPER 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 HOME Program and also fall within the applicable Project Budget. The DEVELOPER shall submit written claims for reimbursement of services performed under this Contract. The DEVELOPER may not request disbursement of funds under this Contract until the funds are needed for payment of eligible costs. The amount of each request must be limited to the amount needed. C. No payment shall be made for any service rendered by the DEVELOPER 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. D. The DEVELOPER shall submit to the City of Yakima ONDS a written request 6 of 25 City of Yakima 0 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 DEVELOPER prior to the DEVELOPER incurring any expenditures against the revised budget subject categories. When the revision of the DEVELOPER budget does not exceed ten percent (10%) of an approved budget subject category, the DEVELOPER must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. E. CITY reserves the right to inspect records and project sites to determine that reimbursement and compensation requests are reasonable. The CITY also reserves the right to hold payment until adequate documentation has been provided and reviewed. F. Within thirty (30) days of the contract closing date, DEVELOPER shall submit a final invoice that includes all unpaid invoices and a final report. Final payment shall be made only afterthe CITY has determined that all services have been rendered, files and documentation delivered (including the final invoices and final report), and units have been placed in service in full compliance with HOME regulations, including submission of a completion report and documentation of eligible occupancy, property standards and long-term use restrictions. If the final invoices and report are not received within thirty (30) days of the contract closing date, DEVELOPER understands and agrees that it will not receive any payment for any final pending unpaid invoices. The City will retain ten percent (10%) until City has determined that all services have been rendered. G. CITY shall have the right to review and audit all records of the DEVELOPER pertaining to any payment by the CITY. Said records shall be maintained for a period of the HOME required affordability period. H. This 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. The DEVELOPER shall return to the City all monies provided by the City if any of the following occur: the DEVELOPER materially changes the primary purpose and scope of the Project as described in Exhibit B; or DEVELOPER is unable to continue and/or provide services as described in Exhibit B. Section VI — Project Requirements and Compliance with Laws The DEVELOPER agrees to comply with all requirements of the HOME Program as stated in 24 CFRPart 92, including but not limited to the following. A. Environmental Review The City of Yakima, through the AGENCY retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima may require the DEVELOPER to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 7 of 25 City of Yakima 11 The Environmental Review was submitted to the U.S. Department of Housing and Urban Development (HUD) on March 9, 2020 for review. The Environmental Review was approved by HUD on 03/27/2020. All mitigation required in the Environmental Review shall be completed by DEVELOPER as part of the Project. The DEVELOPER retains responsibility for fulfilling the requirements of the State Environmental Policy Act (SEPA) and regulations and ordinances adopted thereunder. B. Any HOME funds advanced to the PROJECT will be secured by a note and mortgage or deed of trust, and in the case of a rental project, a deed covenant as required by 24 CFR Part 92. C. The DEVELOPER will ensure that any expenditure of HOME funds will be in compliance with the requirements at 92.206, and acknowledges that HOME funds will only be provided as reimbursement for eligible costs incurred, including actual expenditures or invoices for work completed. D. If the project is to be owner-occupied, the DEVELOPER will ensure that all HOME assisted units will be in compliance with 24 CFR 92.254, including documenting that the property is eligible under 92.254(a)(1) — (2), and will maintain compliance during the minimum compliance period. (If the property also contains a rental unit assisted with HOME funds, the DEVELOPER will ensure that occupancy complies with the requirements of 92.254(a)(6).) If the project is to be a rental, the DEVELOPER will ensure that that project is eligible under 92.214, and that it will meet the applicable standards of 24 CFR 92.252 253 at occupancy and for the minimum compliance period. E. The designated HOME-assisted units of this PROJECT will meet the affordability requirements as found in 24 CFR 92.252 (rental) or 92.254 (owner-occupied) as applicable. The DEVELOPER shall collect and maintain Project beneficiary information pertaining to household size, income levels, racial characteristics, the presence of Female Headed Households, and any other beneficiary information required by HUD in order to determine low and moderate-income benefit in a cumulative and individual manner. Income documentation shall be in a form consistent with HOME requirements as stated in the HUD Technical Guide for Determining Income and Allowances Under the HOME Program. F. In the selection of occupants for PROJECT units, the DEVELOPER shall comply with all nondiscrimination requirements of 24 CFR 92.350. If the project consists of 5 or more units, the DEVELOPER will implement affirmative marketing procedures as required by 24 CFR 92.351. Such procedures are subject to approval of the AGENCY. G. If the PROJECT is occupied at the time of this commitment, the DEVELOPER will comply with the relocation requirements of 24 CFR 92.353. H. DEVELOPER shall assure compliance with 24 CFR 92.251 as relates to Property Standards and Housing Quality Standards (HQS), Accessibility Standards under 24 CFR 92.251(a)(3) as applicable, and Lead Based Paint Requirements as found in 24 CFR 92.355 and 24 CFR Part 35. I. If the PROJECT is to be owner-occupied, the DEVELOPER shall assure that any NOTES and MORTGAGES recorded for homebuyers shall be in compliance with 24 CFR 92.254 and that the DEVELOPER will monitor each unit for principal residency 8 of 25 City of Yakima 12 (under 92.254(a)(3)) and resale/recapture (under 92.254 (a)(4) — (5)). J. DEVELOPER will provide any documentation required by the AGENCY regarding match as may be required to document match for purposes of the HOME program. K. If any project under this Contract involves the construction or rehabilitation of 12 or more HOME-assisted units, the DEVELOPER shall comply with the provisions of the Davis-Bacon Act(40 U.S.C. 276 a to a - 7) as supplemented by AGENCY of Labor regulations (29 CFR, Part 5),as amended. L. If the property is sold through a lease-purchase Contract, the DEVELOPER will ensure compliance with 92.254(a)(7), as modified by the 1999 Appropriations Act, Section 599B. M. DEVELOPER will be monitored by the AGENCY for compliance with the regulations of24 CFR 92 for the compliance period specified above. The DEVELOPER will provide reports and access to project files as requested by the AGENCY during the PROJECT and for the length of the HOME required affordability period. Section VII — Repayment of Loan A. All HOME funds are subject to repayment in the event the PROJECT does not meet the Project Requirements as outlined above, or if DEVELOPER violates any provisions of this Contract with regards to HOME and/or HUD requirements. B. It is understood that upon the completion of the PROJECT, any HOME funds reserved but not expended under this Contract will revert to the CITY. C. If the PROJECT is for owner-occupancy, the DEVELOPER shall lend the HOME funds to the individual buyers in an amount sufficient to make the purchase affordable. Any HOME funds that reduce the price of the property below the fair market value of the property shall be secured by a HOME note and mortgage as required in 92.254(a)(5)(ii), using the note and mortgage prescribed or approved by the AGENCY (and consistent with the method of recapture identified in the CITY's "Consolidated Plan"). For Contracts involving CHDOs, all net sales proceeds from the sale of units are considered to be CHDO proceeds that may be retained by the DEVELOPER and used in conformance with 24 CFR 92.300(a)(2), to be retained by the CHDO and used to further affordable housing for qualified first time home buyers within the City of Yakima. Section VIII — Procurement Standards The DEVELOPER shall establish procurement procedures to ensure that materials and services are obtained in a cost-effective manner. When procuring for services to be provided under this Contract, the DEVELOPER shall comply at a minimum with the nonprofit procurement standards at 24 CFR 84.40 - .48. In addition, the following requirements are imposed on any procurement under this PROJECT: 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 2 CFR Part 200. The DEVELOPER shall be 9 of 25 City of Yakima 13 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 loss, 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 DEVELOPER 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 DEVELOPER. 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 DEVELOPER 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 DEVELOPER, title to which is vested in the City of Yakima or federal government shall, unless otherwise provided herein or approved by the City of Yakima ONDS 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 or federal government, the DEVELOPER agrees to execute such security Contracts and other documents as shall be necessary for the City of Yakima 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 DEVELOPER shall be responsible for any loss or damage to the property of the City of Yakima or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the DEVELOPER 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 or federal government in like condition to that in which 10 of 25 City of Yakima 14 condition the property was acquired by purchase, fair wear and tear excepted. Section IX— Conflict of Interest Provisions The DEVELOPER 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 DEVELOPER further warrants and covenants that in the performanceof this contract, no person having such interest shall be employed. HOME conflict of interest provisions, as stated in 92.356, apply to the award of any contracts under the Contract and the selection of tenant households to occupy HOME-assisted units. No employee, agent, consultant, elected official, or appointed official of the DEVELOPER may obtain a financial interest or unit benefits from a HOME-assisted activity, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition includes the following: • Any interest in any contract, subcontract or agreement with respect to a HOME- assisted project or program administered by the DEVELOPER, or the proceeds thereunder; or • Any unit benefits or financial assistance associated with HOME projects or programs administered by the DEVELOPER, including: Occupancy of a rental housing unit in a HOME-assisted rental project; Receipt of HOME tenant-based rental assistance; Purchase or occupancy of a homebuyer unit in a HOME-assisted project; Receipt of HOME homebuyer acquisition assistance; or Receipt of HOME owner-occupied rehabilitation assistance. This prohibition does not apply to an employee or agent of the DEVELOPER who occupies a HOME assisted unit as the on-site project manager or maintenance worker. In addition, no member of Congress of the United States, official or employee of HUD, or official or employee of the Participating Jurisdiction shall be permitted to receive or share any financial or unit benefits arising from the HOME-assisted project or program. Prior to the implementation of the HOME-assisted activity, exceptions to these provisions may be requested by the DEVELOPER in writing to the Participating Jurisdiction. The DEVELOPER must demonstrate and certify that the policies and procedures adopted for the activity will ensure fair treatment of all parties, and that the covered persons referenced in this policy will have no inside information or undue influence regarding the award of contracts or benefits of the HOME assistance. The Jurisdiction may grant exceptions or forward the requests to HUD as permitted by24 CFR 92.356, 85.36 and 84.42, as they apply. Section X— City Responsibilities CITY shall furnish the DEVELOPER with the following services and information from existing CITY records and CITY files: A. CITY shall provide to the DEVELOPER information regarding its requirements for 11 of 25 City of Yakima 15 the PROJECT. B. CITY will provide the DEVELOPER with any changes in HOME regulations or program limits that will affect the project, including but not limited to income limits, property value limits and rent limits. C. CITY will conduct progress inspections of work completed to protect its interests as lender and regulatory authority for the project, and will provide information to the DEVELOPER regarding any progress inspections or monitoring to assist it in ensuring compliance. CITY's review and approval of the WORK will relate only to overall compliance with the general requirements of this Contract and HOME regulations, and all CITY regulations and ordinances. Nothing contained herein shall relieve the DEVELOPER of any responsibility as provided under this Contract. Section XI — Equal Employment Opportunity The City of Yakima is an Equal Opportunity Employer. During the performance of this contract, the DEVELOPER agrees as follows: A. DEVELOPER will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin(s). The DEVELOPER will take affirmative action to ensure the applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The DEVELOPER agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer of the CITY setting forth the provisions of this nondiscrimination clause. B. DEVELOPER will, in all solicitations or advertisements for employees placed by or on behalf of the DEVELOPER, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. C. DEVELOPER will send to each labor union or representative of workers with which he has acollective bargaining agreement or other contract or understanding, a notice to be provided by the CITY's contracting officer, advising the labor union or worker's representative of the DEVELOPER's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. DEVELOPER will comply with all provisions of Executive Order 11246 of September 24,1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. E. DEVELOPER will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the AGENCY and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and order. F. In the event the DEVELOPER is found to be in noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations or 12 of 25 City of Yakima 16 orders, this contract may be canceled, terminated or suspended in whole or in part and the DEVELOPER may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labor or as otherwise provided by law. G. DEVELOPER will include the provisions of paragraphs (a) through (g) of this Contract in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The DEVELOPER will take such action with respect to any subcontract or purchase order as the AGENCY may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the DEVELOPER becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the AGENCY, the DEVELOPER may request the United States to enter into such litigation to protect the interest of the United States. Section XII — Labor, Training & Business Opportunity DEVELOPER agrees to comply with the federal regulations governing training, employment and business opportunities as follows: A. It is agreed that the WORK to be performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from the US Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u, as well as any and all applicable amendments thereto. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given low and moderate income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the project area. B. DEVELOPER shall comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 Code of Federal Regulations and all applicable rules and orders of the AGENCY of Housing and Urban Development issued thereunder as well as any and all applicable amendments thereto prior to the execution of this contract as well as during the term of this contract. The DEVELOPER certifies and agrees that it is under no contractual or other disability, which would prevent it from complying with these requirements as well as any and all applicable amendments thereto. C. DEVELOPER will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the CITY, take appropriate action pursuant to the subcontractor upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, in 24 Code of Federal Regulations. The DEVELOPER will not subcontract with any subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 code of Federal Regulations and will not let any subcontract unless the subcontractor has first provided it with a preliminary statement of ability to comply with these requirements as well as with any and all applicable amendments thereto. D. Compliance with the provisions of Section 3, the regulations set forth in 24 Code of 13 of 25 City of Yakima 17 Federal Regulations and all applicable rules and orders of the AGENCY of Housing and Urban Development issued thereunder prior to the execution of the contract shall be a condition precedent to federal financial assistance being provided to the PROJECT as well as a continuing condition, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the DEVELOPER or recipient, its contractors and subcontractors, its successors, and assigns to those sanctions specified by 24 Code of Federal Regulations as well as with any and all applicable amendments thereto. Section XIII — Compliance with Federal, State & Local Laws A. GENERAL. The DEVELOPER covenants and warrants that it will comply with all applicable laws, ordinances, codes, rules and regulations of the state local and federal governments, and all amendments thereto, including, but not limited to; Title 8 of the Civil Rights Act of 1968 PL.90-284; Executive Order 11063 on Equal Opportunity and Housing Section 3 of the Housing and Urban Development Act of 1968; Housing and Community Development Act of 1974, as well as all requirements set forth in 24 CFR 92 of the HOME INVESTMENT PARTNERSHIP PROGRAM. The DEVELOPER covenants and warrants that it will indemnify and hold the City forever free and harmless with respect to any and all damages whether directly or indirectly arising out of the provisions and maintenance of this contract. DEVELOPER agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). DEVELOPER further warrants and agrees to include or cause to be included the criteria and requirements of this section in every non-exempt subcontract in excess of $100,000. DEVELOPER also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions. 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) DEVELOPER, defined as the primary participant and its principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: (i) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. (ii) Have not within a three-year period preceding this Contract, 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 Contract or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, 14 of 25 City of Yakima 18 tax evasion, receiving stolen property, making false claims, or obstruction of justice; (iii) 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 Contract had one or more public transactions (Federal, State, or local) terminated for cause of default. (2) Where the DEVELOPER is unable to certify to any of the statements in this Contract, the DEVELOPER shall attach an explanation to this Contract. (3) The DEVELOPER agrees by signing this Contract 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 DEVELOPER further agrees by signing this Contract 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: (b) LOWER TIER COVERED TRANSACTIONS (i) Each lower tier contractor certifies, by signing this Contract that neither it nor its principals are 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 Contract, such contractor shall attach an explanation to this Contract. 2. 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). 3. 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. 4. 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), 15 of 25 City of Yakima 19 and RCW 43.51.750-.820 (Preservation of Historic Properties). 5. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 6. Accessibility Standard as set forth in 24 CFR 92.251(a)(3). 7. Clean Air Act as amended, 42 USC Section 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 8. 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). 9. Contract Work Hours and Safety Standards Act, 40 USC Sections 327- 333, (Overtime Compensation). 10. Davis-Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and RCW Chapter 3 — 12 (Prevailing Wage Rates). 11. 2 CFR Part 200 (Procurement Standards) and Federal Management Circular, FMC 74-4. 12. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended; and regulations contained in 24 CFR Parts 42 and 570. 13. 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 Contract, 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, the City, 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. 14. Age Discrimination Act of 1975 (24 CFR 146). 15. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1). 16. Washington State/Local Building Codes/Housing Quality Standards (24 CFR 882.109). 17. WBE/MBE (24 CFR 85.36 (e)). C. DEVELOPER 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 16 of 25 City of Yakima 20 described in the Contract to assure quality of services. D. DEVELOPER 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, DEVELOPER shall pay the same before it becomes due. Section XIV— Suspension & Termination In accordance with 24 CFR 85.43, suspension or termination may occur if the DEVELOPER materiallyfails to comply with any term of the award, and that the award may be terminated for convenience in accordance with 24 CFR 85.44. If, through any cause, the DEVELOPER shall fail to fulfill in timely and proper manner its obligations under this contract, or if the DEVELOPER shall violate any of the covenants, agreements, or stipulations of this contract, the CITY shall thereupon have the right to terminate this contract by giving written notice to the DEVELOPER of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, the DEVELOPER may be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder to the date of said termination if all necessary documentation is provided to the CITY. Notwithstanding the above, the DEVELOPER shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the contract by the DEVELOPER and the CITY may withhold any payments to the DEVELOPER for the purpose of setoff until such time as the exact amount of damages due the CITY from the DEVELOPER is determined whether by court of competent jurisdiction or otherwise. Section XV—Termination for Convenience The CITY may terminate for its convenience this contract at any time by giving at least thirty (30) days notice in writing to the DEVELOPER. If the contract is terminated by the CITY, as provided herein, the City will reimburse for any actual and approved expenses incurred, including those costs involved in terminating the contracts and shutting down the work as of the date of notice, and the DEVELOPER will be paid as a FEE an amount which bears the same ratio to the total compensation as the services actually performed bear to the total service of the DEVELOPER covered by this contract, less payments of compensation previously made. This Contract may also be terminated in whole or in part by mutual agreement of the parties. Section XVI —Termination for Cause Including Loss of Grant Funds A. TERMINATION FOR CAUSE If the DEVELOPER fails in any manner to fully perform and carry out any of the terms, covenants, and conditions of the Contract, and more particularly if the DEVELOPER refuses or fails to proceedwith the work with such diligence as will insure its completion within the time fixed by the schedule set forth in Exhibit B of this Contract, the DEVELOPER shall be in default and notice in writing shall be given to the DEVELOPER of such default by the AGENCY or an agent of the AGENCY. If the DEVELOPER fails to cure such default within such time as may be required by such notice, the CITY, acting by and through the AGENCY, may at its option terminate 17 of 25 City of Yakima 21 and cancel the contract. In the event of such termination, all grant funds awarded to the DEVELOPER pursuant to this Contract shall be immediately revoked and any approvals related to the PROJECT shall immediately be deemed revoked and canceled. In such event, the DEVELOPER will no longer be entitled to receive any compensation for work undertaken after the date of the termination of this Contract, as the grant funds will no longer be available for this project. Such termination shall not affect or terminate any of the rights of the CITY as against the DEVELOPER then existing, or which may thereafter accrue because of such default, and the foregoing provision shall be in addition to all other rights and remedies available to the CITY under the law and the note and mortgage (if in effect), including but not limited to compelling the DEVELOPER to complete the project in accordance with the terms of this Contract, in a court of equity. The waiver of a breach of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, or condition hereof. This Contract may further be terminated by the City upon written demand by the City or AGENCY for assurances that the terms of the Project description are not 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. B. TERMINATION FOR LOSS 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 or AGENCY 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 or AGENCY deems that the continuation of the program or project covered by this Contract is no longer in the best interest of the public, the City or AGENCY 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 DEVELOPER or its representative. The City and AGENCY agree to promptly notify the DEVELOPER of any proposed reduction in funding by Federal or other officials. DEVELOPER agrees that upon receipt of such notice it shall take the 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. Section XVII—Close Out In the event this Contract is terminated in whole or in part for any reason, the following provisions shall apply: A. Upon written request by the DEVELOPER, the City shall make or arrange for payment to the DEVELOPER of allowable reimbursable costs not covered by previous payments. B. DEVELOPER 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 or its designee. C. In the event a financial audit has not been performed prior to close out of this Contract, the City and AGENCY retain the right to withhold a just and reasonable sum from the final payment to the DEVELOPER until the final audit is performed, submitted to, and reviewed by the City and AGENCY. 18 of 25 City of Yakima 22 Section XVIII — Reporting Responsibilities DEVELOPER agrees to submit any and all quarterly reports requested by HUD or the CITY following the date of this Contract. The CITY will send the DEVELOPER one reminder notice if the requested report has not been received fourteen (14) days after the due date. If the DEVELOPER has not submitted a report fourteen (14) days after the date on the reminder notice, the CITY will have the option to terminate the contract as described in this Contract. In addition, the DEVELOPER agrees to provide the AGENCY information as required to determine program eligibility, in meeting national objectives, and financial records pertinent to the project. Additional reporting requirements are included in Exhibit B. Section XIX — Inspection, Monitoring & Access to Records A. CITY reserves the right to inspect, monitor, and observe work and services performed by theDEVELOPER at any and all reasonable times. CITY reserves the right to audit the records of the DEVELOPER any time during the performance of this Contract and for a period of ten (10) years after final payment is made under this Contract. If required, the DEVELOPER will provide the AGENCY with a certified audit of the DEVELOPER's records representing the Fiscal Year during which the PROJECT becomes complete whenever the amount listed in SECTION VII is at or exceeds $500,000, pursuant to the requirements of 2 CFR Part 200. Access shall be immediately granted to the CITY, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the DEVELOPER or its contractors which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. DEVELOPER records shall include, but not be limited to, the following: payroll, personnel and employment records, procurement bidding documents, contracts, sales closing statements, and invoices. B. DEVELOPER agrees that the City may carry out monitoring and evaluation activities so as to ensure compliance by DEVELOPER with this Contract, with HOME compliance documents, and with all other laws, regulations, and ordinances related to the performance hereof. DEVELOPER agrees to provide the City with any data determined by the City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. Failure to provide such data is a breach of this Contract and may result in termination of this Contract. C. Any program income shall be accounted for by the DEVELOPER, 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. Section XX Insurance A. NO INSURANCE It is understood that the City does not maintain liability insurance for the DEVELOPER and/or its employees, agents, officers, and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the DEVELOPER shall provide the City with a certificate of insurance as proof of liability insurance in the amount of Two Million Dollars ($2,000,000.00) 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 19 of 25 City of Yakima 23 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, DEVELOPER 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 DEVELOPER 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 DEVELOPER holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS The DEVELOPER shall ensure that all subcontractors it utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. Section XXI — General Conditions A. All notices or other communication which shall or may be given pursuant to this Contractshall be in writing and shall be delivered by personal service, or by registered mail addressed tothe other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. City address: City Manager Yakima City Hall 129 North 2nd Street Yakima, Washington 98901 Copy To: Office of Neighborhood Development Services 20 of 25 City of Yakima 24 City of Yakima 112 South 8th Street Yakima, Washington 98901 DEVELOPER address: Genesis Housing Services 5301 Tieton Dr. Ste. G Yakima, Washington 98908 B. Title and paragraph headings are for convenient reference and are not a part of this Contract. C. In the event of conflict between the terms of this Contract and any terms or conditions contained in any attached documents, a conflict or inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD regulations governing this Project. 2. Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work and/or project description, and approved HUD grant budget, in the order in which they are attached. 4. City of Yakima Resolution authorizing this Contract. 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 and/or grant award over any provisions of law. D. No waiver or breach of any provision of this Contract shall constitute a waiver of a subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E. The parties hereto agree that this Contract shall be construed and enforced according to the laws of the State of Washington. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County. F. Should any provisions, paragraphs, sentences, words or phrases contained in this Contract be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Washington or the City of Yakima, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Contract shall remain unmodified and in full force and effect. G. DEVELOPER shall comply with the provisions of the Copeland Anti-Kick-Back Act (18 U.S.C. 874) as supplemented in the AGENCY of Labor Regulations (29 CFR Part 3), asamended. H. DEVELOPER shall comply with the provisions of sections 103 and 107 of the Contract WorkHours and Safety Standard Act (40 U.S.C. 327-330) as supplemented by AGENCY of Labor regulations (29 CFR, Part 5), as amended. I. DEVELOPER further warrants and agrees to include or cause to be included the criteria and requirements of paragraphs (G) through (H) of this section in every 21 of 25 City of Yakima 25 nonexempt subcontract. The DEVELOPER also agrees to take such action as the federal, state or local government may directto enforce aforesaid provisions. J. The obligations undertaken by DEVELOPER pursuant to this Contract shall not be delegated orassigned to any other person or agency unless CITY shall first consent to the performance orassignment of such service or any part thereof by another person or agency. K. This Contract shall be binding upon the parties hereto, their heirs, executors, legal representative, successors and assigns. Modifications to this Contract shall be in writing and executed by both parties, except for budget adjustments which process is specified above. L. DEVELOPER agrees to defend, indemnify, and hold harmless the CITY, its elected and appointed officials, agents, officers, employees, and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings,(including reasonable costs and attorneys' fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any intentional or negligent act, action, default, error or omission or willful misconduct arising out of the DEVELOPER's performance, or any person acting for on DEVELOPER's behalf's performance, under this Contract. M. DEVELOPER and its employees and agents shall be deemed to be independent contractors, andnot agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension ordinances of the CITY, or any rights generally afforded classified or unclassified employee; further they shall not be deemed entitled to state Compensation benefits as an employee of the CITY. N. Funding for this Contract is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack offunds, or authorization, reduction of funds, and/or change in regulations. O. 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 DEVELOPER'S responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, their attorney or their responsible parent or guardian or as otherwise provided by law. P. DEVELOPER shall not assign or subcontract any portion of 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. Q. 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 provisions which may conflict therewith shall be deemed modified to conform to such statutory provision. 22 of 25 City of Yakima 26 Exhibit "B" Genesis Housing Services A.) PROPOSAL SUMMARY/PROJECT ABSTRACT Development of 16 affordable housing units which will assist low income farmworker households at or below 50% area median income in the city limits of Yakima. B.) ASSESSMENT OF NEED/PROBLEM STATEMENT Based on U.S. Census data, 27.4% of the population ion the City of Yakima is employed in agriculture and 75% are permanent farmworkers. Of these, 74% are legal immigrants based on Pew Research national survey of farm laborers. Net demand is 698 units. There are 109 units (assuming that 40% of farm workers housing units are at 50% AMI similar to the overall ratio of restricted units at 50% AMI). There is a net demand for an additional 589 farmworker units. C.) PROGRAM GOAL AND OBJECTIVES Goal Develop 16 affordable housing units to house farmworkers at 50% AMI or lower. Objectives 1. Construct 16 affordable housing units. 2. Rent the affordable housing units to qualified farmworker tenants below 50% of the Area Median Income. (AMI) through the mandated twenty (20) year affordability period. D.) METHODOLOGY From the contract execution date to continue until the termination date as specified within this contract, the Genesis Housing Services will construct new dwelling units to provide 16 affordable housing units. These units will be rented to qualified low to moderate income farmworker tenants below 50% AMI. Four(4) of these units will be HOME floating units and monitored for a twenty (20) year affordability period per HUD regulations governing HOME Investment funded projects. E.) OUTCOMES & EVALUATION As a condition of reimbursement, the Genesis Housing Services will, 1. Construct 16 affordable housing units. 2. Rent the affordable dwelling units to qualified low to moderate income farmworker tenants. 3. Monitor the property at 615 N. 16th Ave. and four(4) floating HOME units for a period of no less than a Twenty (20) year affordability period as per HUD regulations concerning HOME Investment funded properties. F.) BUDGET Genesis Housing Services will be reimbursed up to $750,000.00 (Seven Hundred and Fifty thousand) between the contract execution date and end upon completion of construction and rent of the sixteen (16) units to qualified low to moderate income farmworker tenants as subject to the terms and conditions of the Contract. 23 of 25 City of Yakima 27 EXHIBIT "C" RESOLUTION 24 of 25 City of Yakima 28 EXHIBIT "D" SUBSIDY ANALYSIS 25 of 25 City of Yakima