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HomeMy WebLinkAboutR-1995-098 Neighborhood Improvement ProgramA RESOLUTION RESOLUTION NO. 111A5_ 98 authorizing the City Manager or his designee to act to accomplish new Neighborhood Improvement Program Projects. WHEREAS, the City of Yakima is a recipient of 1995 federal Community Development Block Grant funds which may be used, among other things, for Neighborhood Improvement Programs, and WHEREAS, at its June 20, 1995 meeting, City Council reviewed and approved the following projects to be funded with Community Development Block Grant funds through Neighborhood Improvement Program. Southeast Cleanup $10,000, North Central Neighborhood Coalition/Swan Park, $15,000, Carriage House, $10,000, Ida Powell, $15,000, and WHEREAS, the approved projects will be accomplished through contracts between the City and the neighborhood group project sponsors, now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager or his designee is hereby authorized to execute contract documents on behalf of the City of Yakima, and to further act on behalf of the City of Yakima to perform all other necessary and prudent actions required to be taken by the City to accomplish the following Neighborhood Improvement Program projects, such projects to be funded up to the amount indicated with 1995 federal Community Development Block Grant funds Southeast Clean Up Project, $10,000, North Central Neighborhood Coalition/Swan Park, $15,000, Carriage House/Habitat for Humanity volunteer housing, $10,000, Southeast Neighborhood Improvement Committed/Ida Powell estate, $15,000 ADOPTED BY THE CITY COUNCIL this �1~ day of ,Jv\ 1995 ATTEST • An-, ) L City Clerk lap/housing/neighborhood imp. prog. res 7/7/95 12:45 PM RESOLUTION AUTHORIZING ACTIONS TO ACCOMPLISH NEIGHBORHOOD IMPROVEMENT PROJECTS -- Page 1 CITY OF YAKIMA OFFICE OF HOUSING AND NEIGHBORHOOD CONSERVATION 1. Contracting Organization: Housing Foundation 2. Address: 402 North Fourth Street Suite #300 Yakima, WA 98901 3. Phone: (509) 248-7802 4. Contact Person: Bruce Bullamore, Director of Housing Foundation 5. Title of Service or Program being funded: Neighborhood Improvement Program Southeast Clean - Uprproject, sponsored by Pilgrim's Rest Baptist Church, (Reverend John Everhart) and the Housing Foundation 6. Time Period: Beginning July 11, 1995 Ending July 11, 1996 7. Amount of Contract/Grant Award: $10,0(X) 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) General terns and conditions attached hereto or Exhibit "A" 2) Scope of work attached hereto or Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall he modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated below. Dixie L. Kracht, Block Grant Manager Signed.' Dick'Zais, ity an cti ng-Organi-zat30n: uce But ore,1Director 'l �'✓-'�?.oma Housing Foundation ohn ' . Everhart, Pilgrims Rest Baptist Church 7- -f Date Date CITY CONTRACT NO: J / RESOLUTION NO: TERMS AND CONDITIONS EXHIBIT "A" 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 the Contracting Organization to undertake, and the Contracting Organization hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B", Scope of Work. 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 Housing and Neighborhood Conservation (OHNC). OHNC shall furnish the Contracting Organization with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B.The City hereby sub -grants to the Contracting Organization $ 10,000.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization agrees to the following provisions in satisfying the terms and conditions of this contract: A. Payment and Disbursements.Dishursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contracting Organization or obligation of the Contracting Organization currently due and owing, but not paid. Disbursements shall he 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 OHNC of a written reimbursement request on forms provided by the City of Yakima OHNC supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OHNC that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74-4 and come within the Project Budget. B. No payment shall he made for any service rendered by the Contracting Organization except for services within the scope of a category set forth 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 Contracting Organization shall submit to the City of Yakima OHNC a written request or approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10%) or more in an approved budget subject category. Written budget revision approval must be received by the Contracting Organization prior to the Contracting Organization incurring any expenditures against the revised budget sub -object categories. 2. When the revision of the Contracting Organization budget does not exceed ten percent (10%) of an approved budget sub -object category, the Contracting Organization must submit a revised budget to the City of Yakima OHNC prior to the submittal of claims against the budget. I V . COMMENCEMENT OF WORK The City of Yakima OHNC shall furnish the Contracting Organization 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 OHNC. V. BILLING PROCEDURES A. The Contracting Organization 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 OHNC. B. Claims for reimbursement by the Contracting Organization shall be submitted to the City of Yakima, Office of Housing by the 10th day of each month following the month during which the services were provided. C. The City of Yakima, Office of Housing shall not process claims for reimbursement until all supporting doucmentation is provided in the correct and proper format. The City of Yakima, Office of Housing reserves the right to withhold payments pending timely delivery of program reports or documents as may he required under this Contract. V I. BUDGET ADJUSTMENTS A. The City of Yakima, Office of Housing reserves the right to withdraw such funds as the City of Yakima, Office of Housing may deem appropriate at any time while this contract is in effect from the Budget of the Contracting Orgainization if the Contracting Organization is no spending at a rate consistent with the approved Project Spending rate or is not providing services at a level consistent with the approved Special Terms and Conditions. B. The City of Yakima, Office of housing, shall notify the contracting Organization in writing of a proposed transfer, at least 30 calendar days before the actual transference occures. VII. LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to reduce substantially the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VIII. BUDGET SURPLUS The Contracting Organization agrees that funds determined by the City of Yakima OHNC to be surplus at the end of the year within the budget of this Contract will be subject to cancellation by the City of Yakima OHNC and may he negotiated if they are to be included in future contracts. IX. COMPLIANCE WITH LAWS A. GENERAL The Contracting Organization, 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 Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this contract: 1. 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). 2. 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 Contracting Organization 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. 3. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.01(:) (Native American Burial Law), RCW 27.53.010-.090 (Protection of Archaeological Resources), and RCW 43.51.750-.820 (Preservation of Historic Properties). 4. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 5. Clean Air Act as amended, 42 USC 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 1251 et. seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 6. 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). 7. Contract Work Hours and Safety Standards Act, 40 USC 327-333, (Overtime Compensation). 8. Davis -Bacon Act, as amended, 40 USC 276a - 276a-5, and Chapter 3-.12 RCW (Prevailing Wage Rates). 9. Attachment 0 of the Office of Management and Budget Circular, A-102 (Procurement Standards) and Federal Management Circular, FMC 74-4. 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 11. 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, the Contracting Organization 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 iasis 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 he erected thereon, and providing that the Contracting Organization, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contracting Organization, 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. 12. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA The Contract Organization retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. 3. Compliance as Pre -Condition Performance by either the City of Yakima OHNC or the Contracting Organization under this Agreement shall he contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. X . NON-DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. The Contracting Organization agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap. The Contracting Organization shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, color, religion, sex, national origin, creed, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not he limited to: employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. The Contracting Organization 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. XI. NON-DISCRIMINATION IN CLIENT SERVICES A. The Contracting Organization 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 Contracting Organization 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 Contracting Organization shall take such action as may he required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XII. LICENSING AND PROGRAM STANDARDS The Contracting Organization agrees to comply with all applicable Federal, State, County 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. XIII. INSPECTION AND INFORMATION A. At such times and on such forms as may he required, the Contracting Organization shall furnish reports, statements, records, data and information as may he requested by the City of Yakima OHNC, State, United States Government, or other funding agency pertaining to matters covered by this Contract. B. The Contracting Organization agrees that representatives of the City of Yakima, State and United States Government may make periodic evaluation/inspection of the facilities, records, and general performance of this Contract. The Contracting Organization further agrees that such evaluation may he made on a quarterly basis or at other times deemed reasonable and proper by these representatives. C. The Contract Organization shall he required to make reasonable changes in the services as completed or to he completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIV. 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. XV. ASSIGNMENT AND/OR SUBCONTRACTING The Contracting Organization 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. XVI. STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contracting Organization agrees to maintain books, records and documents and accounting procedures and practices which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal hooks, 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 Contracting Organization further agrees that the City of Yakima OHNC 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 Contracting Organization shall retain all hooks,records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contracting Organization 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 Contracting Organization agrees that any contributions or payments made for services furnished under this agreement shall he used for the sole benefit of this program. XVII. 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 he determined under the provisions of Attachment N of OMB, A-102. The Contracting Organization shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall he 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 Klock grant 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 he 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 he implemented to keep the property in good condition. 5. If the Contracting Organization 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 Contracting Organization. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall he irrevocable. 6. Nonexpendable personal property purchased by the Contracting Organization 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 OHNC. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OHNC 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 OHNC or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OHNC or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code -Secured Transactions" as codified in Article 9 of Title 62A, RCW. 9. The Contracting Organization shall he responsible for any loss or damage to the property of the City of Yakima OHNC or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Organization to maintain and administer in accordance with sound management practices that property, to ensure that the property will he returned to the City of Yakima OHNC or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVIII. STANDARDS FOR PROGRAM ACCOUNTABILITY The Contracting Organization agrees to maintain program records and reports including statistical information and to make such records available for inspection by the City or its designee in order for the City to he assured that program services remain consistent with the terns of this contract. The Contracting Organization further agrees to provide written program statistical information to the City of Yakima OHNC in a manner prescribed by the Office at times as may he requested by the Office. XIX. RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/city relationship will he created by this Contract. The City of Yakima ()HNC is interested only in the results to he achieved, the implementation of services will lie solely with the Contracting Organization. No agent, employee, or representatives of the Contracting Organization shall he deemed to be an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contracting Organization are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contracting Organization will 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. X X . QUARTERLY REPORT The Contracting Organization agrees to submit a written quarterly report to the City of Yakima OHNC outlining the progress of work listed in Exhibit B.. XXI. INSURANCE A. Public Liability and Property Damage.The Contractor shall maintain during the life of this Contract public liability and property damage insurance covering the Contractor's services hereunder in the sum of not less than twenty thousand dollars for injury or damage to property and fifty thousand dollars for injury or damage, including death, to any one person and one hundred thousand dollars for injury or damage, including death, to more than one person. Insurance shall cover work done by the Contractor or subcontractors and shall protect, as named insured, the City from suits or claims for damages arising from operations under this Contract or actions of the Contractor, subcontractors, and employees either direct or indirect. B Workmans compensation.The Contactor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. X X I I. INDEMNIFICATION All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs, or judgements against which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIII. HOLD HARMLESS All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liahility, loss or damage, inducing 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 judgements against the City of Yakima which result from, arise out of, or are in any way connected with the services to he performed by the Contracting Organization under this Contract. XXIV. CONTRACT, TERMINATION AND CLOSE OUT If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima OHNC 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 CauseIf the Contracting Organization 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 OHNC deems continuation of this Contract to be substantially non -beneficial to the public interest; 2. The Contracting Organization has failed to take satisfactory corrective action as directed by the City of Yakima OHNC or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OHNC or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OHNC may terminate this contract in whole or in part, and thereupon shall notify the Contracting Organization of the termination, the reasons therefore and the effective date provided such effective date shall not he prior to notification to the Contracting Organization. After this effective date, no charges incurred under any terminated portions are allowable. B. Terminations on Other GroundsThis Contract may also be terminated in whole or in part by mutual agreement of the parties. C. Termination for Withdrawal, Reduction or Limitation of Fundingln 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 OHNC may summarily terminate this Contract as to the funds reduced or limited, nonwithstanding any other termination provision of this contract. If the level of funding so reduced or limited is so great that the City of Yakima OHNC deems that the continuation of the program covered by this contract is no longer in the hest interest of the public, the City of Yakima OHNC may summarily terminate this contract in whole nonwithstanding any other termination provisions of this contract. Termination under this Section shall be effective upon receipt of written notice by the Contracting Organization or its representative. The City of Yakima OHNC agrees to promptly notify the Contracting Organization of any proposed reduction in funding by Federal or other officials. The Contracting Organization 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 agreement may further he terminated by the City of Yakima upon written demand by the City of Yakima OHNC 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. Close-outln 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 Contacting Organization, the City of Yakima shall make or arrange for payment to the Contracting Organization of allowable reimbursable costs not covered by previous payments; 2. The Contracting Organization shall submit within thirty (30) 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 close-out of this Contract, the City of Yakima OHNC retains the right to withhold a just and reasonable sum from the final payment to the Contracting Organization after fully considering the recommendation on disallowed costs resulting from the final audit. XXV. 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 Kona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima OHNC shall have the right, in the event of breach of this clause by the Contactor, 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. XXVI. CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate the right of the Contractor to proceed under 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 he 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. The existence of facts upon which the City of Yakima makes any determination under this clause shall he an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. XXVII. RIGHTS IN DATA The City of Yakima OHNC 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 contact such license shall he 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 OHNC, 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 OHNC, 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 OHNC shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXIX. 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 Community Development Block Grant Regulations. 2. General Terns and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved H.UD grant budget, in the order in which attached, and 4. 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. XXX . VENUE STIPULATION This Contract has been and shall he construed as having been entered into and delivered within the State of Washington, and it is mutually understood and greed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpertation and performance. Any action at law, suite in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall he instituted and maintained only in any of the courts of competent jurisdiction at Yakima in Yakima County, Washington. X X X I. MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall he 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. XXXII. 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 he 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. XXXIII. PROGRAM INCOME Any program income shall he accounted for by the Contractor, over the contract time period, shall he reported to the City. Income is to he used to continue or benefit the program, as determined by the intent and purpose of the project. X X X I V. CONFLICT OF INTEREST No member, officer, or employee of the City of Yakima, or the Contracting Organization, or assignees or agents, no member of the governing body of the City of Yakima, and no other public official of the City of Yakima or such other localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to he performed in connection with a City of Yakima Block Grant funded program. EXHIBIT "B" SCOPE OF WORK PROJECT TITLE: SOUTHEAST CLEAN UP PROJECT CONTRACTING ORGANIZATION: HOUSING FOUNDATION 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addresses and problems to be solved.) This project will involve the 1300 block of South 7th and 8th Street. The neighborhood volunteers plan to remove abandoned cars, garbage and trash from alleys, yards and vacant lots in the area. With funds from this grant they plan to paint approximately 20 houses and make minor exterior repairs to the homes and community facilities, landscape the right of way and plant grass on a vacant lot to develop a neighborhood playground. This project will help to preserve and improve the housing stock in the area, act to create an effective neighborhood community, develop pride and visual improvement to a depressed area and create a neighborhood play area. It will provide direct benefits to at least twenty low/median income families. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments.) Estimated Time Line Activities to be Accomplished July 20, 1995 - August 1, 1995 July 24, 1995 - August 6, 1995 August 6 1995 - August 31, 1995 Identify first 6 homes to be painted Submit required documentation to show residents' income as verification of direct benefit to low/median income families Prime first 6 homes Identify and verify income on second 6 homes Paint first 6 homes Prime second 6 homes Identify and verify income on third 6 homes August 27, 1995 - September 23, 1995 Paint second 6 homes Prime third 6 homes Organize Cleanup crews September 23, 1995 - October 30, 1995 Paint third 6 homes Clean up alleys, vacant Tots and community facilities Plant grass and trees November 1, 1995 Meet with Block Grant Manager and evaluate project completion or need for additional time Review funds remaining in grant for additional work during spring of 1996 CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES 1. Contracting Organization:The Housing Foundation 2. Address: C/O 107 South 6th Street Yakima, WA 98901 3. Phone: (509) 248-7802 4. Contact Person:Phil Hoge, Project Director S-? (-7YC(cJ 5. Title of Service or Program being Funded:Swan Avenue Park 6. Time Period: Beginning July 11, 1995 Ending July 11, 1996 7. Amount of Contract/Grant Award:$15,000.00 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) General terms and conditions attached hereto or Exhibit "A", 2) Scope of work attached hereto or Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contrct signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated below. o'i ( Dixie L. Kracht, Block Grant Manager h4cR A. Zais, J., City Manager (c z(6 ) Signature Fon Contracting Organization Title 7. )-bd6.:c..irl 1 Date Dat Date CITY CONTRACT NO: 15q — /148 RESOLUTION NO: °� t TERMS AND CONDITIONS EXHIBIT "A" 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 the Contracting Organization to undertake, and the Contracting Organization hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B", Scope of Work. 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 (OND) shall furnish the Contracting Organization with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B. The City hereby sub -grants to the Contracting Organization $15,000.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization 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 Contracting Organization or obligation of the Contracting Organization 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 OND of a written reimbursement request on forms provided by the City of Yakima OND supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OND that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74-4 and come within the Project Budget. 2 B. No payment shall be made for any service rendered by the Contracting Organization 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 Contracting Organization shall submit to the City of Yakima OND 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 in an approved budget subject category. Written budget revision approval must be received by the Contracting Organization prior to the Contracting Organization incurring any expenditures against the revised budget sub -object categories. 2. When the revision of the Contracting Organization budget does not exceed ten percent (10%) of an approved budget sub -object category, the Contracting Organization must submit a revised budget to the City of Yakima OND prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OND shall furnish the Contracting Organization 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 OND. V. BILLING PROCEDURES A. The Contracting Organization shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed in the City of Yakima OND. B. The City of Yakima OND, shall notify the Contracting Organization in writing of a proposed transfer, at least thirty (30) calendar days before the actual transference occurs. VII. LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to reduce substantially the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. 3 VIII. BUDGET SURPLUS The Contracting Organization agrees that funds determined by the City of Yakima OND to be surplus at the end of the year within the budget of this Contract will be subject to cancellation by the City of Yakima OND and may be negotiated if they are to be included in future contracts. IX. COMPLIANCE WITH LAWS A. GENERAL The Contracting Organization, 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 Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this contract: 1. 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). 2. 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 Contracting Organization 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. 3. 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). 4. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 5. Clean Air Act as amended, 42 USC 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 4 1251 et. seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 6. 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). 7. Contract Work Hours and Safety Standards Act, 40 USC 327-333, (Overtime Compensation). 8. Davis -Bacon Act, as amended, 40 USC 276a - 276a-5, and Chapter 3-.12 RCW (Prevailing Wage Rates). 9. Attachment 0 of the Office of Management and Budget Circular, A-102 (Procurement Standards) and Federal Management Circular, FMC 74-4. 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 11. 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, the Contracting Organization 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 imprnvements erected or to bc, eruct-oc-i thereon, and providing that the contracting Organization, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contracting Organization, 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. 12. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA The Contract Organization retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. 3. Compliance as Pre -Condition Performance by either the City of Yakima OND or the Contracting Organization under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. X. NON-DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. The Contracting Organization agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap. The Contracting Organization shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, color, religion, sex, national origin, creed, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. The Contracting Organization 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. XI. NON-DISCRIMINATION IN CLIENT SERVICES A. The Contracting Organization 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; 6 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 Contracting Organization 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 Contracting Organization shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XII. LICENSING AND PROGRAM STANDARDS The Contracting Organization agrees to comply with all applicable Federal, State, County 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. XIII.INSPECTION AND INFORMATION A. At such times and on such forms as may be required, the Contracting Organization shall furnish reports, statements, records, data and information as may be requested by the City of Yakima OND, State, United States Government, or other funding agency pertaining to matters covered by this Contract. B. The Contracting Organization agrees that representatives of the City of Yakima, State and United States Government may make periodic evaluation/inspection of the facilities, records, and general performance of this Contract. The Contracting Organization further agrees that such evaluation may be made on a quarterly basis or 7 at other times deemed reasonable and proper by these representatives. C. The Contract Organization 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. XIV. 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. XV. ASSIGNMENT AND/OR SUBCONTRACTING The Contracting Organization 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. XVI. STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contracting Organization agrees to maintain books, records and documents and accounting procedures and practices 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 "BARS", as issued by the Office of State Auditor, State of Washington. The Contracting Organization further agrees that the City of Yakima OND 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 Contracting Organization shall retain all books,records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contracting Organization 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. 8 B. The Contracting Organization agrees that any contributions or payments made for services furnished under this agreement shall be used for the sole benefit of this program. XVII. 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 Contracting Organization 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 block grant 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 Contracting Organization elects to capitalize and depreciate such nonexpendable personalproperty in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contracting Organization. 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 Contracting Organization 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 9 approval of the City of Yakima OND. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OND 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 OND or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OND or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9 of Title 62A, RCW. 9. The Contracting Organization shall be responsible for any loss or damage to the property of the City of Yakima OND or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Organization 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 OND or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVIII. STANDARDS FOR PROGRAM ACCOUNTABILITY The Contracting Organization agrees to maintain program records and reports including statistical information and to make such records available for inspection by the City or its designee in order for the City to be assured that program services remain consistent with the terms of this contract. The Contracting Organization further agrees to provide written program statistical information to the City of Yakima OND in a manner prescribed by the Office at times as may be requested by the Office. XIX. RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/city relationship will be created by this Contract. The City of Yakima OND is interested only in the results to be achieved, the implementation of services will lie solely with the Contracting Organization. No agent, employee, or representatives of the Contracting Organization shall be deemed to be an employee, agent, servant or 10 representative of the City of Yakima for any purpose, and the employees of the Contracting Organization are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contracting Organization will 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. XX. QUARTERLY REPORT The Contracting Organization agrees to submit a written quarterly report outlining the progress of Exhibit B, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damage. The Contractor shall maintain during the life of this Contract public liability and property damage insurance covering the Contractor's services hereunder in the sum of not less than twenty thousand dollars for injury or damage to property and fifty thousand dollars for injury or damage, including death, to any one person and one hundred thousand dollars for injury or damage, including death, to more than one person. Insurance shall cover work done by the Contractor or subcontractors and shall protect, as named insured, the City from suits or claims for damages arising from operations under this Contract or actions of the Contractor, subcontractors, and employees either direct or indirect. B. Workmans compensation. The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. XXII.INDEMNIFICATION All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs, or judgements against which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIII.HOLD HARMLESS All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting 11 Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage, inducing 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 judgements against the City of Yakima which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIV.CONTRACT, TERMINATION AND CLOSE OUT If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima OHNC 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 Contracting Organization 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 OND deems continuation of this Contract to be substantially non -beneficial to the public interest; 2. The Contracting Organization has failed to take satisfactory corrective action as directed by the City of Yakima OND or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OND or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OND may terminate this contract in whole or in part, and thereupon shall notify the Contracting Organization of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contracting Organization. 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. 12 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 OHNC may summarily terminate this Contract as to the funds reduced or limited, nonwithstanding any other termination provision of this contract. If the level of funding so reduced or limited is so great that the City of Yakima OND 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 OND may summarily terminate this contract in whole nonwithstanding any other termination provisions of this contract. Termination under this Section shall be effective upon receipt of written notice by the Contracting Organization or its representative. The City of Yakima OHNC agrees to promptly notify the Contracting Organization of any proposed reduction in funding by Federal or other officials. The Contracting Organization 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 agreement may further be terminated by the City of Yakima upon written demand by the City of Yakima OND 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. Close-out 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 Contracting Organization, the City of Yakima shall make or arrange for payment to the Contracting Organization of allowable reimbursable costs not covered by previous payments; 2 The Contracting Organization shall submit within thirty (30) 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 close-out of this Contract, the City of Yakima OND retains the right to withhold a 13 just and reasonable sum from the final payment to the Contracting Organization after fully considering the recommendation on disallowed costs resulting from the final audit. XXV. 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 OND 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. XXVI.CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate the right of the Contractor to proceed under 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. The existence of facts upon which the City of Yakima makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. XXVII.RIGHTS IN DATA The City of Yakima OHNC 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, 14 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 OND, 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 OND, 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 OND shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXIX.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 Community Development Block Grant 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, and 4. 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. XXX. VENUE STIPULATION 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 greed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpertation and performance. Any action at law, suite in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall be instituted and maintained only in any of 15 the courts of competent jurisdiction at Yakima in Yakima County, Washington. XXXI.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. XXXII.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. XXXIII.PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, 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. XXXIV.CONFLICT OF INTEREST No member, officer, or employee of the City of Yakima, or the Contracting Organization, or assignees or agents, no member of the governing body of the City of Yakima, and no other public official of the City of Yakima or such other localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with a City of Yakima Block Grant funded program. 16 EXHIBIT "B" SCOPE OF WORK Swan Avenue Park PROJECT TITLE The Housing Foundation CONTRACTING ORGANIZATION: 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addressed and problems to be solved). This project will design and develop a 1.8 acre park on vacant city -owned land that has been officially designated as a park site for over 10 years but never developed due to lack of funds. It has been formulated in close collaboration with the City's Parks Department staff and is supported by the City's Parks and Recreation Commission. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments). May 1995 Purchase and install water meter. May 1995 Topographic survey of site. July 1995 Establish site plan with input from neighborhood and parks department. August 1995 Apply for class 2 zoning review Oct. -Dec. 1995 Solicit donations and volunteers for construction. Jan. 1996 Feb. 1996 Feb. 1996 March 1996 Complete construction specifications. Bid or negotiate construction contracts. Schedule volunteer labor and donations. Award contracts for construction. March -May 1996 Construct park. NOTE:If the City Parks Department's grant application to the state (IAC) is successful, we would need to adjust our 1996 time line to accomodate IAC's schedule. 17 8 CITY OF YAKIMA OFFICE OF HOUSING AND NEIGHBORHOOD CONSERVATION 1. Contracting Organization: Housing Foundation 2. Address: 402 North Fourth Street Suite #300 Yakima, WA 98901 3. Phone: (509) 248-7802 4. Contact Person: Bruce Bullamore, Director of Housing Foundation 5. Title of Service or Program being funded: Neighborhood Improvement Program Carriage House project sponsored by the Housing Foundation 6. Time Period: Beginning July 11, 1995 Ending July 11, 1996 7. Amount of Contract/Grant Award: $10,000 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) General terms and conditions attached hereto or Exhibit "A" 2) Scope of work attached hereto or Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated below. Signed: xie L. Kracht, Block Grant Manager Dick ., ity anage For Contracting Organic ising Foundation Date CITY CONTRACT NO: RESOLUTION NO: 9,5=1 TERMS AND CONDITIONS EXHIBIT "A" 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 the Contracting Organization to undertake, and the Contracting Organization hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B", Scope of Work. 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 Housing and Neighborhood Conservation (OHNC). OHNC shall furnish the Contracting Organization with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B.The City hereby sub -grants to the Contracting Organization $ 10,000.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization 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 Contracting Organization or obligation of the Contracting Organization currently due and owing, but not paid. Disbursements shall he limited to allowable costs and so shall he 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 OHNC of a written reimbursement request on forms provided by the City of Yakima'OHNC supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OHNC that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74-4 and come within the Project Budget. B. No payment shall be made for any service rendered by the Contracting Organization except for services within the scope of a category set forth 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 Contracting Organization shall submit to the City of Yakima OHNC a written request or approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10%) or more in an approved budget subject category. Written budget revision approval must he received by the Contracting Organization prior to the Contracting Organization incurring any expenditures against the revised budget sub -object categories. 2. When the revision of the Contracting Organization budget does not exceed ten percent (10%) of an approved budget sub -object category, the Contracting Organization must submit a revised budget to the City of Yakima OHNC prior to the submittal of claims against the budget. I V . COMMENCEMENT OF WORK The City of Yakima OHNC shall furnish the Contracting Organization 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 OHNC. V. BILLING PROCEDURES A. The Contracting Organization 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 OHNC. B. Claims for reimbursement by the Contracting Organization shall be submitted to the City of Yakima, Office of Housing by the 10th day of each month following the month during which the services were provided. C. The City of Yakima, Office of Housing shall not process claims for reimbursement until all supporting doucmentation is provided in the correct and proper format. The City of Yakima, Office of Housing reserves the right to withhold payments pending timely delivery of program reports or documents as may he required under this Contract. VI. BUDGET ADJUSTMENTS A. The City of Yakima, Office of Housing reserves the right to withdraw such funds as the City of Yakima, Office of Housing may deem appropriate at any time while this contract is in effect from the Budget of the Contracting Orgainization if the Contracting Organization is no spending at a rate consistent with the approved Project Spending rate or is not providing services at a level consistent with the approved Special Terms and Conditions. B. The City of Yakima, Office of housing, shall notify the contracting Organization in writing of a proposed transfer, at least 30 calondar days before the actual transference occures. VII. LOCAL FINANCIAL SUPPORT The sub -grant shall not he utilized to reduce substantially the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VIII. BUDGET SURPLUS The Contracting Organization agrees that funds determined by the City of Yakima OHNC to be surplus at the end of the year within the budget of this Contract will be subject to cancellation by the City of Yakima OHNC and may he negotiated if they are to be included in future contracts. IX. COMPLIANCE WITH LAWS A. GENERAL The Contracting Organization, 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 Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this contract: 1. 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). 2. 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 Contracting Organization 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. 3. 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). 4. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 5. Clean Air Act as amended, 42 USC 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 1251 et. seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 6. 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). 7. Contract Work Hours and Safety Standards Act, 40 USC 327-333, (Overtime Compensation). 8. Davis -Bacon Act, as amended, 40 USC 276a - 276a-5, and Chapter 3-.12 RCW (Prevailing Wage Rates). 9. Attachment 0 of the Office of Management and Budget Circular, A-102 (Procurement Standards) and Federal Management Circular, FMC 74-4. 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 11. 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, the Contracting Organization shall cause or require a covenant running with the land to he 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 Contracting Organization, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contracting Organization, 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. 12. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA The Contract Organization retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. 3. Compliance as Pre -Condition Performance by either the City of Yakima OHNC or the Contracting Organization under this Agreement shall he contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. X . NON-DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. The Contracting Organization agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap. The Contracting Organization shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, color, religion, sex, national origin, creed, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not he limited to: employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. The Contracting Organization 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. XI. NON-DISCRIMINATION IN CLIENT SERVICES A. The Contracting Organization 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 Contracting Organization 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 Contracting Organization shall take such action as may he required to ensure Dull compliance with the provisions of this clause, including sanctions for noncompliance. XII. LICENSING AND PROGRAM STANDARDS The Contracting Organization agrees to comply with all applicable Federal, State, County 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. XIII. INSPECTION AND INFORMATION A. At such times and on such forms as may he required, the Contracting Organization shall furnish reports, statements, records, data and information as may he requested by the City of Yakima OHNC, State, United States Government, or other funding agency pertaining to matters covered by this Contract. B. The Contracting Organization agrees that representatives of the City of Yakima, State and United States Government may make periodic evaluation/inspection of the facilities, records, and general performance of this Contract. The Contracting Organization further agrees that such evaluation may he made on a quarterly basis or at other times deemed reasonable and proper by these representatives. C. The Contract Organization shall he required to make reasonable changes in the services as completed or to be completed il'said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIV. 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 Contact 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. XV. ASSIGNMENT AND/OR SUBCONTRACTING The Contracting Organization 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. XVI. STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contacting Organization agrees to maintain hooks, records and documents and accounting procedures and practices which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal hooks, records, documents, reports and other data shall he 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 Contracting Organization further agrees that the City of Yakima OHNC 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 Contracting Organization shall retain all hooks,records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contracting Organization 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 Contracting Organization agrees that any contributions or payments made for services furnished under this agreement shall he used for the sole benefit of this program. XVII. 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 he determined under the provisions of Attachment N of OMB, A-102. The Contracting Organization 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 block grant 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 properly. 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 Contracting Organization 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 Contracting Organization. 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 Contracting Organization 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 petson,partnership, corporation, association or organization without the prior express approval of the City of Yakima OHNC. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OHNC 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 OHNC or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall he necessary for the City of Yakima OHNC or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code -Secured Transactions" as codified in Article 9 of Title 62A, RCW. 9. The Contracting Organization shall he responsihle for any loss or damage to the property of the City of Yakima OHNC or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Organization 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 OHNC or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVIII. STANDARDS FOR PROGRAM ACCOUNTABILITY The Contracting Organization agrees to maintain program records and reports including statistical information and to make such records available for inspection by the City or its designee in order for the City to he assured that program services remain consistent with the terns of this contract. The Contracting Organization further agrees to provide written program statistical information to the City of Yakima OHNC in a manner prescribed by the Office at times as may he requested by the Office. XIX. RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/city relationship will be created by this Contract. The City of Yakima OHNC is interested only in the results to be achieved, the implementation of services will lie solely with the Contracting Organization. No agent, employee, or representatives of the Contracting Organization shall he deemed to he an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contracting Organization are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contracting Organization will be solely and entirely responsihle for its acts and for the acts of its agents, employees, servants, subcontractors, or otherwise during the perirn•mance of this Contract. X X . QUARTERLY REPORT The Contracting Organization agrees to submit a written quarterly report to the City of Yakima OHNC outlining the progress of work listed in Exhibit B.. XXI. INSURANCE A. Public Liability and Property Damage.The Contractor shall maintain during the life of this Contract public liability and property damage insurance covering the Contractor's services hereunder in the sum of not less than twenty thousand dollars for injury or damage to property and fifty thousand dollars for injury or damage, including death, to any one person and one hundred thousand dollars for injury or damage, including death, to more than one person. Insurance shall cover work done by the Contractor or subcontractors and shall protect, as named insured, the City from suits or claims for damages arising from operations under this Contract or actions of the Contractor, subcontractors, and employees either direct or indirect. B Workmans compensation.The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. X X I I. INDEMNIFICATION All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs, or judgements against which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIII. HOLD HARMLESS All services to be rendered or performed under this Contract will he performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage, inducing 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 judgements,. against the City of Yakima which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIV. CONTRACT, TERMINATION AND CLOSE OUT If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima OHNC 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 Cauself the Contracting Organization 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 OHNC deems continuation of this Contract to be substantially non -beneficial to the public interest; 2. The Contracting Organization has failed to take satisfactory corrective action as directed by the City of Yakima OHNC or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OHNC or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OHNC may terminate this contract in whole or in part, and thereupon shall notify the Contracting Organization of the termination, the reasons therefore and the effective date provided such effective date shall not he prior to notification to the Contracting Organization. After this effective date, no charges incurred under any terminated portions are allowable. B. Terminations on Other GroundsThis Contract may also be terminated in whole or in part by mutual agreement of the parties. C. Termination for Withdrawal, Reduction or Limitation of FundingIn 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 OHNC may summarily terminate this Contract as to the funds reduced or limited, nonwithstanding any other termination provision of this contract. If the level of funding so reduced or limited is so great that the City of Yakima OHNC deems that the continuation of the program covered by this contract is no longer in the hest interest of the public, the City of Yakima OHNC may summanly terminate this contract in whole nonwithstanding any other termination provisions of this contract. Termination under this Section shall be effective upon receipt of written notice by the Contracting Organization or its representative. The City of Yakima OHNC agrees to promptly notify the Contracting Organization of any proposed reduction in funding by Federal or other officials. The Contracting Organization 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 rediiction became effective. This agreement may further he terminated by the City of Yakima upon written demand by the City of Yakima OHNC 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. Close-outln 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 Contracting Organization, the City of Yakima shall make or arrange for payment to the Contracting Organization of allowable reimbursable costs not covered by previous payments; 2. The Contracting Organization shall submit within thirty (30) 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 hccn performed prior to close-out of this Contract, the City of Yakima OHNC retains the right to withhold a just and reasonable sum from the final payment to the Contracting Organization after fully considering the recommendation on disallowed costs resulting from the final audit. X X V . 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 Kona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima OHNC 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. XXVI. CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate the right of the Contractor to proceed under 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 he 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. The existence of facts upon which the City of Yakima makes any determination under this clause shall he an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. XXVII. RIGHTS IN DATA The City of Yakima OHNC 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 he 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 OHNC, 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 OHNC, 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 OHNC shall have the right at any time to modify, remove, obliterate, or ignore such markings. X X I X . RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall he resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD Community Development Block Grant 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, and 4. 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. XXX X. VENUE STIPULATION This Contract has been and shall he construed as having been entered into and delivered within the State of Washington, and it is mutually understood and greed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpertation and performance. Any action at law, suite in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall he instituted and maintained only in any of the courts of competent jurisdiction at Yakima in Yakima County, Washington. X X X I. 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. XXXII. 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 he illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall he construed and enforced as if the Contract did not contain the particular provision held to he 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. XXXIII. PROGRAM INCOME Any program income shall he accounted for by the Contractor, over the contract time period, shall he reported to the City. Income is to he used to continue or benefit the program, as determined by the intent and purpose of the project. X X X I V. CONFLICT OF INTEREST No member, officer, or employee of the City of Yakima, or the Contracting Organization, or assignees or agents, no member of the governing body of the City of Yakima, and no other public official of the City of Yakima or such other localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to he performed in connection with a City of Yakima Block Grant funded program. EXHIBIT "B" SCOPE OF WORK PROJECT TITLE: CARRIAGE HOUSE PROJECT CONTRACTING ORGANIZATION: HOUSING FOUNDATION 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addresses and problems to be solved.) This project will include moving the Carriage House to a new lot currently being purchased by the Housing Foundation, set it on a foundation and renovate it so that it can be used as a hospice by Habitat for Humanity. Upon completion, the Housing Foundation will give Habitat a ten year renewable lease on the property, based only on cost of taxes, insurance and maintenance. Renovation of the Carriage House must be in accordance with State and Local Historic standards. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments.) Activities to be Accomplished Identify and announce location of lot Purchase of land completed Obtain moving permits and move building Obtain sub contractor permits Pour foundation and set house Complete Utility work, evaluate structural repairs needed Complete structural changes Complete Paining & floor covering Complete exterior painting Complete paperwork Estimated Time Line July 20, 1995 - August 1, 1995 August 1, 1995 August 15, 1995 August 15 1995 August 31, 1995 September 1, 1995 - September 7, 1995 September 7, 1995 - September 15, 1995 September 15, 1995 - October 1, 1995 October 1, 1995 - November 30, 1995 December 1, 1995 - December 31, 1995 January 3, 1996 Meet with Block Grant Manager to evaluate accomplishment of project and funding balance CITY OF YAKIMA OFFICE OF HOUSING AND NEIGHBORHOOD CONSERVATION / 1. Contracting Organization: South East Neighborhood Improvement Committee 2. Address: 309 Union Street Yakima, WA 98901 3. Phone: (509) 457-1060 4. Contact Person: Maud Scott 5. Title of Service or Program being funded: Neighborhood Improvement Program La Hacienda, Estate of Ida Powell protect sponsored by South East Neighborhood Improvement Committee (Maud Scott) 6. Time Period: Beginning July 11, 1995 Ending July 11, 1996 7. Amount of Contract/Grant Award: $15,000 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) General terms and conditions attached hereto or Exhibit "A" 2) Scope of work attached hereto or Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated below. — -' Dixie L. Kracht, Block Grant Manager Signed: Dick Zais, City Manager Date For Contracting Organization: -711/47.7,,e_ Maud'Scott, South East Neighborhood Improvement Committee Da CITY CONTRACT NO: 39E_( SC2RESOLUTION NO: i TERMS AND CONDITIONS EXHIBIT "A" 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 the Contracting Organization to undertake, and the Contracting Organization hereby agrees to undertake that certain community development or housing assistance project described in Exhibit "B", Scope of Work. 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 Housing and Neighborhood Conservation (OHNC). OHNC shall furnish the Contracting Organization with written notice to proceed upon release of funds from HUD related to the project pursuant to 24 CFR Part 58. B.The City hereby sub -grants to the Contracting Organization $ 15,000.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization agrees to the following provisions in satisfying the terms and conditions of this contract: A. Payment and Disbursements.Dishursements by the City of Yakima from this contract/grant award shall he on a reimbursement hasis covering actual expenditures by the Contracting Organization or obligation of the Contracting Organization currently due and owing, but not paid. Disbursements shall he 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 OHNC of a written reimbursement request on forms provided by the City of Yakima OHNC supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OHNC that the expenditures or obligations for which reimbursement is sought constitute allowable costs under,the principles set forth in Federal Management Circular 74-4 and come within the Project Budget. B. No payment shall he made for any service rendered by the Contracting Organization except for services within the scope of a category set forth in Exhibit B of this Contract, and all funds received must he used for service as identified in Exhibit "B" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima OHNC a written request or approval oI' budget revision when a proposed revision would result in an increase or decrease of ten percent (10%) or more in an approved budget subject category. Written budget revision approval must he received by the Contracting Organization prior to the Contracting Organization incurring any expenditures against the revised budget sub -object categories. 2. When the revision of the Contracting Organization budget does not exceed ten percent (10C/O of an approved budget suh-object category, the Contracting Organization must submit a revised budget to the City of Yakima OHNC prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OHNC shall furnish the Contracting Organization 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 OHNC. V. BILLING PROCEDURES A. The Contracting Organization 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 OHNC. B. Claims for reimbursement by the Contracting Organization shall he submitted to the City of Yakima, Office of Housing by the loth day of each month following the month during which the services were provided. C. The City of Yakima, Office of Housing shall not process claims for reimbursement until all supporting doucmentation is provided in the correct and proper format. The City of Yakima, Office of Housing reserves the right to withhold payments pending timely delivery of program reports or documents as may he required under this Contract. VI. BUDGET ADJUSTMENTS A. The City of Yakima, Office of Housing reserves the right to withdraw such funds as the City of Yakima, Office of Housing may deem appropriate at any time while this contract is in effect from the Budget of the Contracting Orgainization if the Contracting Organization is no spending at a rate consistent with the approved Project Spending rate or is not providing services at a level consistent with the approved Special Terns and Conditions. B. The City of Yakima, Office of housing, shall notify the contracting Organization in writing of a proposed transfer, at least 30 calendar days before the actual transference occures. VII. LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to reduce substantially the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. VIII. BUDGET SURPLUS The Contracting Organization agrees that funds determined by the City of Yakima OHNC to be surplus at the end of the year within the budget of this Contract will be subject to cancellation by the City of Yakima OHNC and may he negotiated if they are to be included in future contracts. IX. COMPLIANCE WITH LAWS A. GENERAL The Contracting Organization, 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 Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS The following federal provisions may apply, among others, to this contract: 1. 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). 2. 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 Contracting Organization 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. 3. 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). 4. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 5. Clean Air Act as amended, 42 USC 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 1251 et. seq.; and Environmental Protection Agency regulations, 40 CFR Part 1 5. 6. 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). 7. Contract Work Hours and Safety Standards Act, 40 USC 327-333, (Overtime Compensation). 8. Davis -Bacon Act, as amended, 40 USC 276a - 276a-5, and Chapter 3-.12 RCW (Prevailing Wage Rates). 9. Attachment 0 of the Office of Management and Budget Circular, A-102 (Procurement Standards) and Federal Management Circular, FMC 74-4. 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 11. 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, the Contracting Organization 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 Contracting Organization, the County, and the United States are beneficiaries of and entitled to enforce such covenant. The Contracting Organization, 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. 12. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA The Contract Organization retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. 3. Compliance as Pre -Condition Performance by either the City of Yakima OHNC or the Contracting Organization under this Agreement shall he contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. X . NON-DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. The Contracting Organization agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap. The Contracting Organization shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, color, religion, sex, national origin, creed, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not he limited to: employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or. termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. The Contracting Organization 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. XI. NON-DISCRIMINATION IN CLIENT SERVICES A. The Contracting Organization 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 Contracting Organization 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 Contracting Organization shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XII. LICENSING AND PROGRAM STANDARDS The Contracting Organization agrees to comply with all applicable Federal, State, County 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. XIII. INSPECTION AND INFORMATION A. At such times and on such forms as may he required, the Contracting Organization shall furnish reports, statements, records, data and information as may he requested by the City of Yakima OHNC, State, United States Government, or other funding agency pertaining to matters covered by this Contract. B The Contracting Organization agrees that representatives of the City of Yakima, State and United States Government may make periodic evaluation/inspection of the facilities, records, and.general performance of this Contract. The Contracting Organization further agrees that such evaluation may he made on a quarterly basis or at other times deemed reasonable and proper by these representatives. C. The Contract Organization shall he 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. XIV. 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. X V. ASSIGNMENT AND/OR SUBCONTRACTING The Contracting Organization shall not assign or subcontract any portion of the services provided within the terns 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. XVI. STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contracting Organization agrees to maintain hooks, records and documents and accounting procedures and practices which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal hooks, records, documents, reports and other data shall he 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 Contracting Organization further agrees that the City of Yakima OHNC 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 Contracting Organization shall retain all hooks,records, documents and other material relevant to the Contract for seven (7) years after settlement of this Contract. The Contracting Organization 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 Contracting Organization agrees that any contributions or payments made for services furnished under this agreement shall he used for the sole benefit of this program. XVII. PROGRAM PROPERTY Any personal property having a useful life oI' 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 he determined under the provisions of Attachment N of OMB, A-102. The Contracting Organization shall he responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1 Property records shall he 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 Klock grant funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall he 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 he implemented to keep the property in good condition. 5. If the Contracting Organization 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 Contracting Organization. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall he irrevocable. 6. Nonexpendable personal property purchased by the Contracting Organization under the terms of this Contract, in which title is vested to 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 OHNC. 7. Any nonexpendahle personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OHNC 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 nonexpendahle personal property, title to which shall vest in the City of Yakima OHNC or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall he necessary for the City of Yakima OHNC or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code -Secured Transactions" as codified in Article 9 of Title 62A, RCW. 9. The Contracting Organization shall he responsible for any loss or damage to the property of the City of Yakima OHNC or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Organization to maintain and administer in accordance with sound management practices that property, to ensure that the property will he returned to.the City of Yakima OHNC or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVIII. STANDARDS FOR PROGRAM ACCOtJNTABILiTY The Contracting Organization agrees to maintain program records and reports including statistical information and to make such records available for inspection by the City or its designee in order for the City to he assured that program services remain consistent with the terms of this contract. The Contracting Organization further agrees to provide written program statistical information to the City of Yakima OHNC in a manner prescribed by the Office at times as may he requested by the Office. XIX . RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/city relationship will be created by this Contract. The City of Yakima OHNC is interested only in the results to be achieved, the implementation of services will lie solely with the Contracting Organization. No agent, employee, or representatives of the Contracting Organization shall be deemed to he an employee, agent, servant or representative of the City of Yakima for any purpose, and the employees of the Contracting Organization are not entitled to any of the benefits the City of Yakima provides for City Employees. The Contracting Organization will he 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. X X . QUARTERLY REPORT The Contracting Organization agrees to submit a written quarterly report to the City of Yakima OHNC outlining the progress of work listed in Exhibit B.. XXI. INSURANCE A. Public Liability and Property Damage.The Contractor shall maintain during the life of this Contract public Liability and property damage insurance covering the Contractor's services hereunder in the sum of not less than twenty thousand dollars for injury or damage to property and fifty thousand dollars for injury or damage, including death, to any one person and one hundred thousand dollars for injury or damage, including death, to more than one person. Insurance shall cover work done by the Contractor or subcontractors and shall protect, as named insured, the City from suits or claims for damages arising from operations under this Contract or actions of the Contractor, subcontractors, and employees either direct or indirect. B. Workmans compensation.The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. X X I I. INDEMNIFICATION All services to be rendered or performed under this Contract will he performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs, or judgements against which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIII. HOLD HARMLESS All services to he rendered or performed under this Contract will he performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its officers, agents, employees, or otherwise, from any and all liahility, loss or damage, inducing 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 judgements against the City of Yakima which result from, arise out of, or are in any way connected with the services to he performed by the Contracting Organization under this Contract. XXIV. CONTRACT, TERMINATION AND CLOSE OUT If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima OHNC 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 Cauself the Contracting Organization 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 OHNC deems continuation of this Contract to be substantially non -beneficial to the public interest; 2. The Contracting Organization has failed to take satisfactory corrective action as directed by the City of Yakima OHNC or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OHNC or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OHNC may terminate this contract in whole or in part, and thereupon shall notify the Contracting Organization of the termination, the reasons therefore and the effective date provided such effective date shall not he prior to notification to the Contracting Organization. After this effective date, no charges incurred under any terminated portions are allowable. B. Terminations on Other GroundsThis Contract may also he terminated in whole or in part by mutual agreement of the parties. C. Termination for Withdrawal, Reduction or Limitation of Fundingln 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 OHNC may summarily terminate this Contract as to the funds reduced or limited, nonwithstanding any other termination provision of this contract. If the level of funding so reduced or limited is so great that the City of Yakima OHNC 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 OHNC may summarily terminate this contract in whole nonwithstanding any other termination provisions of this contract. Termination under this Section shall be effective upon receipt of written notice hy the Contracting Organization or its representative. The City of Yakima OHNC agrees to promptly notify the Contacting Organization of any proposed reduction in funding hy Federal or other officials. The Contracting Organization 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 agreement may further he terminated by the City of Yakima upon written demand by the City of Yakima OHNC 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. Close-outln 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 Contracting Organization, the City of Yakima shall make or arrange for payment to the Contracting Organization of allowable reimbursable costs not covered by previous payments; 2. The Contracting Organization shall submit within thirty (30) 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 close-out of this Contract, the City of Yakima OHNC retains the right to withhold a just and reasonable sum from the final payment to the Contracting Organization after fully considering the recommendation on disallowed costs resulting from the final audit. XXV. 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 Kona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima 01 -INC 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. XXVI. CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate the right of the Contractor to proceed under 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 he 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 he exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the City of Yakima makes any determination under this clause shall he an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. X X V I I. RiGHTS IN DATA The City of Yakima OHNC 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 he only to the extent that the Contractor has the right to grant such incense 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 OHNC, 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 OI -INC, 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 OHNC shall have the right at any time to modify, remove, obliterate, or ignore such markings. X X I X . RULE OF CONSTRUCTION In the event of an inconsistency in this contact/grant award unless otherwise provided herein, the inconsistency shall he resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD Community Development Block Grant 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, and 4. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall he construed as giving preference to provisions of this contact/grant award over any provisions of law. XXX . VENUE STIPULATION This Contract has been and shall he construed as having been entered into and delivered within the State of Washington, and it is mutually understood and greed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpertation and performance. Any action at law, suite in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall he instituted and maintained only in any of the courts of competent jurisdiction at Yakima in Yakima County, Washington. X X X I . MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall he 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. XXXII. 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 he illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall he construed and enforced as if the Contract did not contain the particular provision held to he 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. XXXIII. PROGRAM INCOME Any program income shall he accounted for by the Contractor, over the contract time period, shall he 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. X X X I V. CONFLICT OF INTEREST No member, officer, or employee of the City of Yakima, or the Contracting Organization, or assignees or agents, no member of the governing body of the City of Yakima, and no other public official of the City of Yakima or such other localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contact or subcontract, or the proceeds thereof, for work to he performed in connection with a City of Yakima Block Grant funded program. EXHIBIT "B" SCOPE OF WORK PROJECT TITLE: LA HACIENDA, IDA POWELL ESTATE CONTRACTING ORGANIZATION: SOUTH EAST NEIGHBORHOOD IMPROVEMENT COMMITTEE 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addresses and problems to be solved.) This project will assist in the repair and restoration of the Ida Powell Estate property at 209 Union, Yakima, WA. The Historical home has raised financing for the foundation and basement. The sponsors are seeking money to replace the roof, install plumbing and heating enabling the home to be used all year by neighborhood groups. The repairs need to be in accordance with the State and Local Historic Standards. The CDAC recommendation was that the roof repair of the main house be given priority, then the heating and plumbing installation. Grant funds must be used within 12 months of contract date. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments.) Estimated Time Line Activities to be Accomplished September 1, 1995 - November 30,1995 Obtain building permits required Submit all restoration plans applicable to OHNC for State and Local Historic approval. Evaluate the allocated funds and prioritize roof repair, heating and plumbing installation work. Prepare proposal for the anticipated work schedule. December 1, 1995 Meet with Block Grant Manager and review contract and remaining funds available for project