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IDAHO COMMUNTIY DEVELOPMENT BLOCK GRANT PROGRAM SUB-GRANTEE-CONTRACT THE HOUSING COMPANY, INC. This Contract is made and entered into between the CITY OF MOSCOW, Idaho, a municipality organized and existing under the laws of the State of Idaho, hereinafter referred to as "City", and THE HOUSING COMPANY, INC., a 50l(c)(3) non-profit organization organized and existing under the laws of the State of Idaho, hereinafter referred to as "Company". The Idaho Department of Commerce, State of Idaho, shall hereinafter be referred to as "Department." IERMS ANP CONDIIIQNS Article 1 - Period of Pedormance The project work required to be completed hereunder shall be accomplished from the effec tive date of November 3, 2003 and shall continue up to and including project_ close-out. Completion of the project shall follow the schedule shown in the requirements set forth in the documents titled Attachment A and Attachment B, unless otherwise amended. Article 2 - ScQPe of Work The contract amounts and payments provided for herein are limited to the design and construction of infrastructure in conjunction with low and moderate income housing to be constructed in Moscow, Idaho. Article 3 - Contract Amount and Payments The maximum amount of the Contract will be five hundred thousand dollars ($500,000). The Company shall adhere to a budget as outlined in the Application for a Community Development Block Grant to be dated November 21, 2003, unless otherwise amended. The Company may periodically request payment up to 100 percent of the value of work performed up to the total sum of the Contract amount except for construction line items as provided in the paragraphs below. The Company shall certify that all work is complete as billed and shall be liable for any discrepancy in documentation. Payment for all construction contracts in excess of two thousand dollars ($2,000.00) shall be up to ninety-five percent (95%) of the total dollar amount of the construction contract as awarded and as shown in budgeted line items. The remaining five percent will be held by the City pending the Company's certification of final inspection and acceptance of work. Additionally, the Company must deterruine whether or not all federal labor standards have been satisfied and all contract files are complete. This shall be verified upon the Company's submittal to the City of specific documents as deterruined by the Department and ICDBG Program Rules or upon the City's and/or Department's monitoring of the Company's files. The use of ICDBG funds for administrative costs is limited to a maximum of 10% of the total ICDBG funds awarded by this Contract. 1 ---PAGE BREAK--- Article 4- Work Petfonnance The project activities to be accomplished under the conditions of this Contract are outlined in the Scope of Work, as described in Attachment A. Article 5 - Financial and Progress Reports In the petformance of this Contract the Company shall keep books, records and accounts of all activities related to the provisions of this Contract. On each interim request for funds that is submitted to the City, the Company shall certify that the infonnation is true and cor rect based on the Company's official accounting records. The Company shall also submit a final financial report which details costs incurred by line item as described in the project budget. This report shall be submitted upon completion of the project funded under this Contract. The Company shall prepare and submit interim petfonnance reports as specified in the Scope of Work, Attachment A. A detailed written final report with documentation of activities carried out and benefits generated shall be submitted to the City at the conclusion of the project. Article 6 - Amend.ments The City may amend this Contract on its own initiative, or as directed by the Department, or at the request of the Company to reflect changes in the scope of work or design of the project. Such changes shall be mutually agreed upon. In no case shall the nature or purpose of the project be amended from what was generally described in the Application and was the basis for selection of the project except as provided in the ICDBG Administrative Rules IDAPA 48.2.1. And further, in no case shall the budget be amended to exceed the Contract amount originally granted in the Contract. The Company shall be re sponsible to pay out of its own funds any costs above the original sum granted by this Contract. No changes in scope of work costs or services shall be effective until approved in a written Contract amendment signed by both parties and approved by the Department. Article 7 - Subcontracts The Company shall notify the Department and forward for approval all subcontracts under this Contract. Upon a showing that the subcontract has complied with the prerequisites and requirements of the ICDBG program, the Department shall issue its approval to proceed with the subcontract. All contracts and subcontracts must comply with all applicable state and federal laws and regulations. Article 8 -Audit and Monitoring The City shall have petfonned an annual financial audit in accordance with OMB Circular A-128 and the Single Audit Act of 1984. The audit shall be completed by a certified public accountant during the regular annual audit cycle. The City shall provide annual audits through the last fiscal year in which grant funds are expended and the Company shall reimburse the City for reasonable costs incurred due to these additional audits. The City and Department may monitor and make periodic inspections and evaluations of the project and all its books and records pertaining to the project. The Company shall make available the books and records to the City and Department during regular working hours. These books and records shall be maintained for at least three years following the final audit of the project. 2 ---PAGE BREAK--- Representatives of the Secretary of HUD, in Inspector General, or the General' Accounting Office shall have access to all books, accounts, reports, files and other papers, things or property belonging to or in use pertaining to the administration of this grant and receipt of assistance. Article 9 - Teonination The City shall have the right to terminate this Contract is whole or in part, at any time be fore the date of completion, whenever it is determined that the Company has failed to com ply with the conditions of the Contract. The City shall notify the Company in writing of the determination and the reasons for the termination, together with the effective date.- - The Company and City may terminate this Contract in whole or in part for convenience when both parties agree that the continuation of the project would not produce results commensurate with further expenditure of funds. The two parties shall agree in writing upon termination conditions, an effective date and a fair and reasonable payment, as de termined by both parties and approved by the Department, for all work completed. Article 10 - Special Warranty The Company warrants that nothing of monetary value has been given, promised or implied as remuneration for entering into this Contract. The Company further declared no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion or negotiation leading to the award of this Contract. Article 11 - Relationship of Contractin: Parties The contracting parties warrant by their signature that no employer-employee relationship is established between the City and the Company by the terms of this contract and further in demnifies the City and holds it harmless against any and all suits, actions, claims or losses of every kind, nature and description, including costs, expenses and attorney fees, that may be incurred by reason of any act or omission, neglect or misconduct of the Company which may arise out of this agreement. Article I 2 - Conflict of Interest No official or employee of the Company or City shall have any direct or indirect financial interest in the project. Article 13 - Project Sign The Company will, unless otherwise directed, have erected a sign for the project identifying the project's funding source shall be erected after notice to proceed is issued; location as directed. The sign shall be maintained in good condition and removed six ( 6) months after the project is completed. 3 ---PAGE BREAK--- The project sign shall be constructed according to the following requirements (or substan tially equal to these requirements): 4' by 8' of 3/4" exterior grade MOO plastic sealed plywood, framed with suitable metal edge moldings for prevention of delamination. Paint with three coats of ex terior trim or sign enamel. Also, employ sign painter approved by the Company to apply lettering, as directed, over the three coat fiuish. At least two additional coats are required for the lettering work. Secure sign to nominal4" by 4" by 12' pressure treated wood posts set 4' into ground with concrete surrounding each post. In adllition, the sign will give credit to the Department of Commerce and the Governor for funding. Article 14- Federal Regulations and Assurances All conditions and assurances required of the Department by Title 1 of the Housing and Community Development Act of 1974, P.L. 93-383, as amended, are binding on the Company. The Company shall also comply with all terms and conditions of the Federal Grant and all applicable federal laws and regulations including but not limited to: 24 CFR, Part 70 Community Development Block Grants; 24 CFR, Part 58 Environmental Review Procedures for Title 1 Community Development Block Grant Programs; OMB Circulars A- 87, A-102, A-122; and the Single Audit Act of 1984 and OMB Circular A-128; the Acquisition and Relocation Act; and Attachment B "Community Development Block Grant Assurances". Additioually, both parties shall adhere to statutes and regulations of the State of Idaho. Article 15 - Insurance Company agrees to name City as an additional named insured only as respects covered damage occurring on Company property related to the project which is the subject of this Community Development Block Grant and which is directly attributable to the sole negligence of the Company. 4 ---PAGE BREAK--- APPROVED: CITY OF MOSCOW / c THE HOUSING COMPANY, INC. BY _ DATE ATTEST: 5 ---PAGE BREAK--- I. Proiect Description ATTACHMENT A SCOPE OF WORK The project is for construction of infrastructure in conjunction with the construction of new, low and moderate income housing in Moscow, Idaho by the Company. II. Project Schedule Administrative Procurement Administrative Contract Architect/Engineer Procurement Architect/Engineer Contracts Submission of Application Submission of Addendum to Application Grant Award Environments! Release Bid Document Approval 10 Day Wage Rate Update Bid Opening Debarred Check Bid Award Pre-construction Conference Start Construction Adoption and Public Notice of 504 Grievance Procedure Establish 504 Review Committee 25% Complete Complete 504 Self Evaluation Monitoring Visit Civil Rights Report Completed 50% Complete 2nd Public Hearing 75% Complete Construction Completed and Accepted Complete 504 Transition Plan Final Report Close-out Audit 1 September 2003 September October October November21, 2003 March 5, 2004 April May June June June June July July July July July August August September September September September October November November December December 2004 March2005 ---PAGE BREAK--- Progress Report Sche