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IDAHO COMMUNITY 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 AND CONDITIONS Article I - Period of Performance 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 8, unless otherwise amended. Article 2 - Scope 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 totsl 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 determine whether or not all federal labor standards have been satisfied and all contract files are complete. This shall be verified upon the Company's submittsl to the City of specific documents as determined 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 totsl funds awarded by this Contract. I 2003-52 ---PAGE BREAK--- Article 4 - Work PerfOrmance 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 performance 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 information 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 performance 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 - Amendments 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 performed 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 - Termination The City shall have the right to tenninate this Contract is whole or in part, at any time be fore the date of completion, whenever it is detennined that the Company has failed to com ply with the conditions of the Contract. The City shall notify the Company in writing of the detennination and the reasons for the termination, together with the effective date. The Company and City may tenninate 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 Contracting 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 Si Jn 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 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 finish. At least two additional coats are required for the lettering work. Secure sign to nominal 4" by 4" by 12' pressure treated wood posts set 4' into ground with concrete surrounding each post. In addition, the sign will give credit to the Department of Commerce and the Governor for funding. Article 14 - federal Re:ulations 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 l 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". Additionally, 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 THE HOUSING COMPANY, INC. DATE' ATTEST: 5 ---PAGE BREAK--- I. Project 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 Environmental 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 November 21, 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 March 2005 ---PAGE BREAK--- Progress Report Schedule Progress Reports will be created by the Company and then submitted to the City for submission to the Department on an approved form with each Request for Funds. Approval of each Request for Funds will be based on the content of the Progress Report. If regular Requests for Funds are not submitted, Progress Reports will be due upon request of the Department. III. PrQject Benefits The project will result in the addition of low and moderate income housing in Moscow, Idaho. The project will provide benefits to all citizens of Moscow, particularly those who are of low and moderate income levels. Special Conditions Eligible project costs incurred prior to the contract effective date will be reimbursed with the approval of the Department. IV. Administrative Requirements The Company shall be responsible for the completion of all applicable administrative requirements. The Company shall submit to the Department, through the City, an Administrative Plan. In addition to the responsibilities listed below, this plan should include the delegation of each item. Any responsibility to be fulfilled by a contractor should be specifically listed in the contract. In addition to these requirements, there may be additional requirements contained in the Grant Administration Manual published by the Department. The list is not in tended to be exhaustive, but is intended as an outline of the major areas of adminis trative responsibility. A. An Administrative Plan shall be developed by the Company outlining the chain of responsibilities and authority in executing the grant project. This plan shall detail the division of grant management activities to particular persons, offices, agencies or contractors. The plan must be approved by the Department. B. Environmental Review. The Company shall: I. Establish an Environmental Review Record file. 2. Complete an Environmental Assessment. 3. Make an Environmental finding. 4. Publish the appropriate Finding and Request for Funds (ROF). 5. Submit ROF, with Assessment, State Historic Preservation Office letter to the Department for review and approval. 2 ---PAGE BREAK--- C. Construction Administration. The Company shall: 1. Establish Labor Standards Compliance file and assign responsibil ity. 2. Request current Davis-Bacon wage rates before advertising for bids. 3. Review and certify construction bid documents for applicable ICDBG clauses, provisions, and forms. Send bid document certification and copy of bidding documents and plans to the Idaho Department of Commerce. 4. Update wage rates ten (I 0) days prior to bid opening. 5. Check contractor eligibility with the Department before awarding contract (Federal Debarred List). 6. Document subcontractor eligibility and Davis-Bacon certifications. 7. Hold a pre-construction conference with contractor specifically to discuss labor standards requirements and other grant requirements. Submit signed minutes to the Department. 8. Collect, review, and verify all payrolls. 9. Conduct worker interviews and verify against payrolls. l 0. Report all payroll discrepancies to the Department. D. Civil Rights Compliance. The Company and City shall: 1. Establish a file containing an Affirmative Action Plan, Community Profile, work force composition or other documents and statistics that demonstrate efforts to benefit citizens protected under Civil Rights Laws. 2. File with the Department a signed Section 3 Clause and comply with Section 3 Plan. 3. Comply with other Equal Employment Opportunity Contractor clauses and certifications. 4. Submit MBEJWBE Solicitation Summaries for all solicitations for services, supplies or construction bids (Company Only). 5. Implement, at a minimum, the required activities in the Fair Housing Resolution. 6. Implement, at a minimum, Section 504 requirements; adopt and publish Section 504 Policy on Nondiscrimination; adopt grievance procedures if required; and complete self--evaluation and transition plan if needed. 3 ---PAGE BREAK--- E. Accounting Requirements. The Company and City shall: l . Maintain a general ledger for the ICDBG grant funds. It must show expenditures by budget categories and by other funding sources. 2. Maintain cash reports and cash disbursements journals. 3. Maintain source documentation and file documents with Request for Funds form. 4. Accounting and Allowable Costs must be in accordance with OMB Circulars A-102 and A-'01 plus Treasury Circular 1075. F. Audits. The City shall: 1. Secure audit services m accordance with OMB Circular A l 02, Attachment 0. 2. Conduct audits according to OMB Circular A-128 and the Single Audit Act of 1984. 3. Submit audits to the Legislative Service Office and the Department for review and approval within thirty (30) days of the audit's completion. 4. Allocate ICDBG audit costs by the percentage of ICDBG expenditures in each fiscal year audit. 5. The Company shall reimburse the City for reasonable costs incurred in obtaining these audits. G. Reporting. The Company shall: 1. Submit progress reports to the City who shall then submit to the Department with each draw-down, or as required by the Department. 2. Report in writing to the City and the City to the Department any major compliance problems, performance problems, manage problem, all construction commencement and completion, loan closings, defaults, etc 3. Submit all contract amendments, change orders, and amendments to the City and the City to the Department prior to executing them. 4 ---PAGE BREAK--- ATTACHMENT B Community Development Block Grant Assurances 1. Nondiscrimination Under Title YI of the Civil Rights Act of 1964 This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with respect thereto including the regula tions 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 Grantee 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 Grantee is 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. This agreement is also subject to the requirements under the Fair Housing Act Amendments of 1988 which has been expanded to cover handicapped persons and families with children. 2. TITLE This Agreement is subject to the requirements of Title Vlii of the Civil Rights Act of 1968 (P.L. 90-284), and HUD regulations with respect thereto, providing that it is the policy of the United States, within constitutional limitations, to provide fair housing, and prohibiting any person, in the sale, rental, financing, or brokers of housing, from discriminating or in any way making unavailable or denying a dwelling to any person because of race, color, religion, sex or national origin. In the implementation of Title VIII, HUD is guided by Executive Orders 11063 and 12259, and 24-CFR parts 100 through 1 15, particularly Part 107. 3 . Section 1 09 This Agreement is also subject to provisions of Section 109 of the Housing and Community Development Act of 1974 (P.L. 93-383), as amended. Section 109 pro hibits the use of criteria based on race, color, national origin or sex to exclude any per son from participating in or benefiting from any program or activity funded in whole or part with community development funds made available pursuant to the Act. Section 109 further incorporates prohibitions against age discrimination contained in the Age Discrimination Act of 1975 (42 USC 6101 et seq) and against handicapped discrimination contained in Section 504 of the Rehabilitation Act of 1973 (29 USC 794), as amended. 4. Labor Standards Except with respect to the rehabilitation of residential property designed for residential in excess of $2,000 for the construction, prosecution, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, Shall comply with the requirements of the Davis-Bacon Act, as amended (40 U.S.C. 276a-276a-5) and the Contract Work Hours and Safety Standard Act (40 U.S.C. 327 et seq.), as well as HUD requirements pertaining to such contracts and the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 3 and 5.5, governing the payment of wage rates higher than those required under such regulations are imposed by state or local law, nothing hereunder is intended to 1 ---PAGE BREAK--- relieve the Grantee of its obligations, if any, to require payment of the higher rates. The Grantee shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of 29 CFR 5.5. No award shall be made to any contractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract. 5. Environmental Standards This Agreement is subject to the policies contained in the National Environmental Policy Act of 1969 (42 U.S.C. 4321 et seq.), and related laws, as furthered by HUD regulations contained in 24 CFR part 58. The Grantee hereby assumes responsibility for environmental review, decision-making, and other action under NEPA and related laws, in accordance with Part 58. 6. Section 3 This Agreement is subject to the employment and contracting requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u). Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower-income persons residing within the unit of local government or the metropolitan area or non metropolitan City in which a covered project is located; and that contracts for work in connection with such projects be awarded, to the greatest extent feasible, to eligible business concerns which are located in, or owned in sub stantial part by, persons residing in the same metropolitan area or non metropolitan City as the project. HUD regulations contained in 24 CFR Part 135 contain guidelines relating to Section 3 objectives. 7. Lead Based Paint Hazards The construction or rehabilitation of residential structures with assistance provided by this Agreement is subject to HUD Lead-Based Paint regulations, 24 CFR Part 35. Any grants or loans made by the Grantee for the rehabilitation of residential structures with assistance provided under this Agreement shall be made subject to the provisions for the elimination of lead-based paint hazards under Subpart B of said regulations, and the Grantee shall be responsible for the inspections and certifications required under section 35.14([) thereof. 8. Conflict of Interest of Members. Officers. or Emplo.yees of Grantee. Members of I .ocal Qoverning Body. or Other Public Officials: No member, officer, or employee of the Grantee, or its designees or agents, no mem ber of the governing body of the locality in which the program is situated, and no pub lic official of such locality or 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 the program assisted under the Agreement. The Grantee shall incorporate, or cause to be incorporated, in all such contracts a pro vision prohibiting such interest pursuant to the purposes of this section. 9. Prohibition Aŀainst Payments or Commissions The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of the 2 ---PAGE BREAK--- Housing and Community Development Act of 1974 or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohib ited if otherwise eligible as program costs. 10. Conflict of Interest of Certain federal Officials No member of or Delegate to the Congress of the United States, and no Resident Commissioner, shall be admitted to any share or part of this Agreement or to any ben efit to arise from the same. 11. Historic Preservation Act of 1966 Historic Preservation Act of 1966, as amended (16 U.S.C. 470 et seq). 12. Additional Assurances The Grantee shall remain fully obligated under the of the Agreement notwithstanding its designation of any third party of parties for the undertaking of all or any part of the program with respect to which assistance is being provided under this Agreement. The Grantee shall comply with all lawful requirements of the Grantor to insure this Agreement is carried out in accordance, and with the obligations and re sponsibilities of the Grantor to HUD. 13. Requirements for Units of General Local Government Certification Title I of the Housing and Community Development Act of 1974, as amended through 1983, Section 106(d) units of general local government must make certain certifi cations to the State. The certifying official must have sufficient authority to make such certifications on behalf of the unit of government. The State may not distribute funds unless the unit of government has submitted certifications providing essentially that: 1. it will minimize displacement as a result of activities assisted with ICDBG funds; 2. it will conduct and administer its program in conformance with Title VI and Title VIII, and affirmatively furthering fair housing; 3. it will provide opportunities for citizen participation comparable to the State's re quirements (those described in Section 104(a) of the Act, as amended); 4. it will not use assessments or fees to recover the capital costs of ICDBG-funded public improvements from low and moderate income owner occupants; and 5. it will abide by all State and Federal rules and regulations related to the implemen tation and management of Federal grants. 3