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Res 1467 - Contr S.L Martinenko COUNCIL BILL NO. 1867 RESOLUTION NO. 1467 A RESOLUTION ENTERING INTO A CONTRACT WITH S. L. MARTINENKO, A GRANT FACILITATOR, TO PROVIDE PROFESSIONAL SERVICES IN HOUSING REHABILITA- TION GRANT PROPOSAL SERVICES. WHEREAS, the City of Woodburn has been awarded an Oregon Community Development Grant for $500,000.00, and WHEREAS, the grant monies in part will be used to rehabilitate approximately 45 housing units, and WHEREAS, S. L. Martinenko, a grant facilitator, will provide technical assistance and services in administering the grant for a two year period, and WHEREAS, a fee for services for the grant facilitator of $74,000.00 is found to be reasonable by the State Intergovernmental Relations Division, NOW, THERE- FORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City enter into a Professional Services Agreement with S. L. Martinenko to manage and administer the Oregon Community Development Block Grant for housing rehabilitation activity. Section 2. That the Mayor and City Recorder are authorized to sign, on behalf of the City, said agreement, a copy of which is attached hereto as Attachment "A" and by this reference Is incorporat~~h~n" 2..1151 q ~ Approved as to form:"1/fl"erid4L----' .... City Attorney Date APPROVED.-?/J ~ "<1 ,,-f.._~__'\ ..'-/~ ]/ L1: " Nancy A. Kirksey, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: ~tft~~~r City of Woodburn, Oregon February 23i, 1998 February 24, 1998 February 24, 1998 February 24, 1998 Page , - COUNCIL BILL NO. RESOLUTION NO. ~-.._----~ I '.". PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A Page -'-- of 5 THIS AGREEMENT made and entered into between the City of Woodburn, hereinafter referred to as GRANTEE and S.L. MARTINENKO hereinafter referred to as CONTRACTOR WITNESSETH: WHEREAS, GRANTEE received an Oregon Community Development Block Grant for housing rehabilitation activity on August 1, 1997; and WHEREAS, the documents for said Oregon Community Development Block Grant are hereby incorporated by this reference; and WHEREAS, CONTRACTOR has assisted GRANTEE in applying for and obtaining said grant, WHEREAS, this Oregon Community Development Program runs for a period of two years from the date of "Letter of Approval" or until funds are exhausted, whichever occurs first; and WHEREAS, GRANTEE wishes to contract with CONTRACTOR for management services and technical assistance to implement the GRANTEE's Oregon Community Development Program; NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein the parties agree as follows: 1. INTENT OF AGREEMENT It is the intent of this AGREEMENT for CONTRACTOR to provide technical assistance and management services to GRANTEE, through GRANTEE's Oregon Development Program. 2. TERM OF AGREEMENT The term of this AGREEMENT is from August 1, 1997 until July 31, 1999. 3. WORK TO BE PERFORMED CONTRACTOR shall, in a satisfactory manner, carry out those functions and activities described in the approved Oregon Community Development Program Grant Application, appended hereto as Attachment 1 and, by this reference, incorporated herein. GRANTEE or CONTRACTOR may request changes in the scope of the services of CONTRACTOR to be performed hereunder. Such changes must be mutually agreed upon by and between the GRANTEE and CONTRACTOR and must be incorporated in written amendments to this AGREEMENT. Professional Services Agreement Page 1 "'I"'"-._-~."-~-"-' I T "'T. STATUS OF CONTRACTOR ATTACHMENT A Page~ of 5 The parties agree that CONTRACTOR is a professional person and that the relation created by this contract is that of principal and agent. CONTRACTOR is not an employee of GRANTEE and is not entitled to benefits provided by GRANTEE to its employees, including but not limited to worker's compensation insurance, unemployment insurance, health insurance and retirement. CONTRACTOR may practice his profession for others during those periods when he is not performing work under this agreement for GRANTEE. 5. CONSIDERATION 1998 GRANTEE shall pay CONTRACTOR the sum of $24,000, due March 1, 1998, for the calendar year 1997. For the calendar year 1998, GRANTEE shall pay CONTRACTOR one payment of $25,000, due January 1, 1999. For the calendar year 1999, GRANTEE shall pay CONTRACTOR a final payment of $25,000 which is due on December 31, 1999, or upon final completion of CONTRACTOR'S obligations under this Agreement, whichever comes last. CONTRACTOR understands and agrees that any consideration due to CONTRACTOR is contingent upon GRANTEE obtaining and accepting funds for CONTRACTOR'S services through the Oregon Community Development Block Grant. In no event shall the amount paid to CONTRACTOR exceed $74,000. 6. SCHEDULE AND METHOD OF PAYMENT Subject to approval of the Grant Agreement by the State of Oregon or its authorized agent, CONTRACTOR shall request and draw funds for activities approved in the grant application. CONTRACTOR shall prepare and submit all necessary documents including, but not limited to the "Request for Release of Funds", "Status of Funds Case Request", or equivalent documents. GRANTEE shall adhere to the following payment schedule: SCHEDULE OF PAYMENTS TOTAL PAYMENT $24,000 $25,000 $25.000 $74,000 CALENDAR YEAR 1997 - December 31 1998 - December 31 1999 - December 31 UNITS OBLIGATED 10 25 45 If the contract was based on an hourly rate of 2,080 work hours per year, Le., a 40 hour work week, this would reflect an hourly rate of $17.78. 7. HOLD HARMLESS CONTRACTOR agrees to defend, indemnify and hold harmless GRANTEE, its officers, agents, and employees from and against all claims and demands for loss or damage arising out of or in any way connected with CONTRACTOR's services pursuant to this AGREEMENT, except for claims arising out of the negligent acts or omissions of GRANTEE. Professional Services Agreement Page 2 ,"-""--'-"-' I b. COMPLIANCE WITH APPROVED PROGRAM ATTACHMENT A Page -3..- of - ~ All activities authorized by this AGREEMENT shall be performed in accordance with the approved work program, the approved budget, and the grant conditions and relevant Housing and Urban Development, Federal and State laws, regulations and directives. 9. COMPLIANCE WITH LOCAL LAWS CONTRACTOR shall comply with all applicable laws, ordinances, and codes of State and local governments. 10. COMPLIANCE WITH TITLE VI AND VII, CIVIL RIGHTS ACT OF 1964 CONTRACTOR agrees: (A) That there will be no discrimination against any employee or persons served on account of race, color, sex, religious background, ancestry or national origin in its performance of this AGREEMENT, (B) That CONTRACTOR shall comply with Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in regard to persons served. (C) That CONTRACTOR shall comply with Title VIII of the Civil Rights Act of 1964 (42 USC 2000e) in regard to employer or applicants for employment. 11. COMPLIANCE WITH HOUSING AND COMMUNITY DEVELOPMENT ACT CONTRACTOR agrees that the work to be performed under this contract is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701 u. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given lower income persons residing in the City and contracts for work in connection with the project be awarded to eligible business concerns which are located in, or owned in substantial part by persons residing in the City. 12. MINORITY BUSINESS ENTERPRISE COMPLIANCE CONTRACTOR agrees that affirmative steps must be taken to assure that small, minority and women-owned businesses and firms located in labor surplus areas are used when possible as sources of supplies, equipment, construction and services. Affirmative steps shall include the following: (A) Include any such qualified firms on solicitation lists. (B) Assure that such firms are solicited whenever they are potential sources. Professional Services Agreement Page 3 . 'y---' ,.~~~-",...~,-=-,,,,,_. . .,.. ATTACHMENT It Page --=t.. of -5 (C) When economically feasible, divide total requirements into smaller tasks or quantities so as to permit such firms maximum opportunities for participation through subcontracting. -' (D) Where possible, establish delivery schedules which will encourage such participation. (E) Use the services and assistance of the Small Business Administration, the Office of Minority Business Enterprise (Department of Commerce), the Community Services Administration and other sources when appropriate. 13. PROHIBITION ON THE USE OF FEDERAL FUNDS FOR LOBBYING CONTRACTOR agrees to comply with Section 319 of Public Law 101-102 which prohibits the use of federal funds for lobbying. The :Certification Regarding Lobbying which is attached as Exhibit 1 is hereby incorporated as part of this agreement. 14. ACCESS TO RECORDS GRANTEE, the State of Oregon, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of CONTRACTOR which are directly pertinent to this specific contract, for the purpose of making audits, examinations, excerpts, and transcriptions. All required records must be maintained by CONTRACTOR for three years after GRANTEE makes final payments and all other pending matters are closed. 15. RECORDS AND REPORTS CONTRACTOR shall maintain all housing rehabilitation project files which will include, but is not limited to, the Application, Notice of Loan Approval, Loan Disclosure, Notice of Right to Cancel, Note(s), Trust Deed, Inspection Report, Bid Form, Notice to Proceed, Construction Contract, Contract Change Orders, Lead Paint Notice, Site Specific Rehab Environmental Review, Contractor's Warranty and Lien Waiver, Owners Certification and Acceptance of Improvements, Contractor Payment Request Vouchers, Rehabilitation Project Payment Ledger and verification documentation of program eligibility. CONTRACTOR shall prepare the CASH REQUESTS and attach required supporting documentation for program expenses and a report on the progress of the program as required by GRANTEE. 16. TERMINATION OF CONTRACT Either party to this AGREEMENT may, by giving 60 days written notice, terminate this AGREEMENT, at its option, in whole or in part without cause. In the event of such termination, all property and finished or unfinished documents, data, studies, and reports purchased or prepared by CONTRACTOR under this AGREEMENT become the property of and shall be remitted to GRANTEE, and CONTRACTOR shall be entitled to compensation for any unreimbursed expenses reasonably and necessarily incurred in satisfactory performance of the contract. Professional Services Agreement Page 4 .I...'"'...._-~._. t '1" I I . ASSIGNMENT ATTACH~MENT --f- page...2- of The rights and duties of the parties hereunder are personal and shall not be assignable by either party without the express written consent of the other party. 18. ESCAPE NOTICES Any notice, request, demand or other communication hereunder shall be in writing and shall be deemed to be duly given when personally delivered to: Woodburn City Administrator 270 Montgomery Street Woodburn, OR 97071 S.L. Martinenko 1110 Marcel Drive Woodburn, OR 97071 19. GOVERNING LAW It is agreed that this agreement shall be governed by the laws of the State of Oregon. 20. SEVERABILITY If any provision or part of this agreement is for any reason determined by a court of competent jurisdiction to be invalid or unenforceable, then such part shall be severed from the agreement and the remainder thereof shall remain duly enforceable. 21. ATTORNEY FEES In the event a suit or action is instituted to enforce any right guaranteed pursuant to this AGREEMENT, the prevailing party shall be entitled to, in addition to the statutory costs and disbursements, a reasonable attorneys fee to be fixed by the trial and appellate courts respectively. 22. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding of the parties with respect to the subject matter herein and supersedes all negotiations, prior discussions and prelinimary agreements made prior to this date. All modifications to this AGREEMENT shall be in writing and shall be signed by the parties. CITY OF WOODBURN: S.L. MARTINENKO by: Nancy A. Kirksey, Mayor Date: Date: ATTEST: Mary Tennant, City Recorder City of Woodburn Professional Services Agreement Page 5 " '--"--'.-"- .' r. 't .,.