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Res 1065 - Agmt Pogolowitz Reha COUNCil Bill NO. 1315 RESOLUTION NO. 1065 A RESOLUTION AUTHORIZING EXECUTION OF AN ADDENDUM AGREEMENT WITH POGOlOWITZ AND ASSOCIATES FOR ADMINISTRATION OF THE RENTAL REHABiliTATION PROGRAM. WHEREAS, the City previously executed a Memorandum Agreement per Council Bill 1198 with Pogolowitz and Associates for the administration of a rental rehabilitation grant; and WHEREAS, certain changes in this Memorandum Agreement are now deemed necessary; NOW, THEREFORE, Section 1. That the Mayor is authorized to execute an Addendum to the Memorandum Agreement, said Addendum is attached hereto, and by this reference, incorporated herein. Approved as to forml1. Th UK~ -; - rz - 1 ( City Attorney Date APPROVED, ':};u,(l ul ~ FRED W. KYSER, MA Passed by the Council July 8, 1991 July 9, 1991 Submitted to the Mayor Approved by the Mayor July 9, 1991 Filed in the Office of the Recorder July 9, 1991 ----- ::f- ATTEST: Ih /Jl-?~ Mary enn t, Deputy Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1315 RESOLUTION NO. 1065 ~ ., .. ADDENDUM TO MEMORANDUM AGREEMENT THIS ADDENDUM made and entered into between the City of Woodburn, Oregon, 270 Montgomery Street, Woodburn, Oregon, hereinafter referred to as GRANTEE and Pogolowitz and Associates, 1932 S.E. 102nd Avenue, Portland, Oregon, 97216, hereinafter referred to as CONTRACTOR. WITNESSETH: WHEREAS, GRANTEE and CONTRACTOR have previously executed a Memorandum Agreement per Council Bill 1198 regarding rental rehabilitation which is attached hereto as exhibit "A" and, by this reference, incorporated herein, and WHEREAS, both parties desire to modify said Memorandum Agreement with this Addendum; NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein the parties agree as follows: I. CHANGE IN TERM OF AGREEMENT By execution of this Addendum the parties extend the term of the Memorandum Agreement from October 4, 1990 until September 30, 1991. II. REMAINDER OF MEMORANDUM AGREEMENT IN FORCE AND EFFECT. With the exception of the modifications approved by the parties in this Addendum, the Memorandum Agreement previously executed by GRANTEE and CONTRACTOR, attached hereto and by this reference incorporated herein, remains in full force and effect. POGOLOWllZ & ASSOCIATES CITY OF WOODBURN tre~~~ July 9, 1991 Date Jeffrey D. Pogolowitz, President Date Page 1 - ADDENDUM TO MEMORANDUM AGREEMENT -,... ~ '1 ,. .~' ----"-.~._._. '-~-"~""-"'--"~-~~~. MEMORANDUM AGREEMENT THIS AGREEMENT made and entered into between the City of Woodburn, Oregon, 270 Montgomery Street, Woodburn, Oregon, hereinafter referred to as GRANTEE and Pogolowitz & Associates, 1932 S.E. 102nd Avenue, Portland, Oregon 97216, hereinafter referred to as CONTRACTOR. WITNESSETH: WHEREAS, GRANTEE received a U.S. Department of Housing and Urban Development (HUD) Program Grant for rental rehabilitation activity on October 4, 1989; and WHEREAS, this HUD Rental Rehabilitation Program Grant runs for a period of one year from the date of "Funding Approval" or until funds are exhausted, whichever occurs first; and WHEREAS. GRANTEE currently contracts with CONTRACTOR for housing rehabilitation administration pursuant to separate grant contracts for the period of March 2, 1988 - March 2, 1990; and February 15, 1989 _ February 15, 1991. NOW, THEREFORE, in consideration of the contained herein the parties terms, conditi ons, covenants and performances agree as follows: I. INTENT OF AGREEMENT It is the intent of this AGREEMENT for CONTRACTOR to provide technical assi stance and servi ces to GRANTEE, through the GRANTEE'S HUD Rental Rehabilitation Program. I I . TERM OF AGREEMENT The term of this AGREEMENT is from October 4, 1989, until October 4, 1990. III. WORK TO BE PERFORMED CONTRACTOR shall, in a satisfactory manner, carry out those functions and activities described in the HUD Rental Rehabilitation Program Grant Application, appended hereto as Attachment I and, by this reference, incorporated herein. Page 1 - MEMORANDUM AGREEMENT Exhibit "A" ~ 'Ior .~" .--,-~. ,,,~, ".~d... ...V"'_.~"""~"'_~"_--r-' GRANTEE or CONTRACTOR may request changes in the scope of the servi ces or CONTRACTOR to be perfonned 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. IV. STATUS OF CONTRACTOR The parties agree that CONTRACTOR is a professional person and that the relation created by this contract is that of employer-independent contractor. CONTRACTOR is not an employee of GRANTEE and is not entitled to the benefits provided by GRANTEE to its employees, including but not limited to ~Iorker's compensation insurance, unem- ployment insurance, health insurance, and retirement. CONTRACTOR may practice his profession for others during those periods when he is not perfonning work under this agreement for GRANTEE. V. CONSIDERATION In consideration of CONTRACTOR'S satisfactory perfonnance in carrying out the functions and activities described in the approved applica- tion, GRANTEE shall pay the contractor a reasonable sum as provided in Attachment II for the services of CONTRACTOR. The award for servi ces shall not exceed TWENTY THOUSAND SIX HUNDRED AND TWENTY EIGHT DOLLARS ($20,628.00) for the services in carrying out the approved activities described in the Grant. Any consideration paid to CONTRACTOR is contingent upon GRANTEE obtaining and accepting funds for CONTRACTOR'S services through its 1989 HUD Renta 1 Rehabi 1 itati on Grant. It is express 1 y under- stood that the amount of consideration is based upon CONTRACTOR'S estimate of the cost to carry out the activities approved in the application and that the actual cost may be different than this amount. CONTRACTOR or GRANTEE may request changes in the amount of consideration provided to CONTRACTOR. Such changes must be mutually agreed upon by and between GRANTEE, and CONTRACTOR, and must be incorporated in written amendments to this AGREEMENT. Page 2 - MEMORANDUM AGREEMENT Exhibit "A" .~ '1 'T '-~-""_."'-^'.~"-"---..--..__..~~.~----_.- VI. SCHEDULE AND METHOD OF PAYMENT Subject to approval of the Grant Agreement by the U.S. Department of Housing and Urban Development, CONTRACTOR shall request and draw funds for activities approved in the grant application. CONTRACTOR shall prepare and submit all necessary documents including, but not 1 imited to the "Payment Voucher", "Pre-Rehabil itation Report", "Project Completion Report" or equivalent. VII. HOLD HARMLESS CONTRACTOR agrees to defend, i ndemni fy and hol d ha rml ess 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 wi th CONTRACTOR IS servi ces pursuant to thi s AGREEMENT, except for claims arising out of the negligent acts or ommissions of GRANTEE. VIII. COMPLIANCE WITH APPROVED PROGRAM 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. IX. COMPLIANCE WITH LOCAL LAWS CONTRACTOR shall comply with all applicable laws, ordinances, and codes of State and local governments. X. 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 back- ground, ancestry or national orgin in its performance of this Contract. (B) That CONTRACTOR shall comply with Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in regard to persons served. Page 3 - MEMORANDUM AGREEMENT Exhibit "A" ~" '-1 --.--. , (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. XI. COMPLIANCE WITH HOUSING AND COMMUNITY DEVELOPMENT ACT CONTRACTOR agrees that the work to be perfonned under thi s contract is on a project assi sted under a program provi ding di rect federal financial assistance from the Department of Housing and Urban Develop- ment and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701u. 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. XII. MINORITY BUSINESS ENTERPRISE COMPLIANCE CONTRACTOR agrees that affinnative 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. Affinnative steps shall include the fo 11 owi ng: (A) Include any such qualified firms on solicitation lists. (B) Assure that such finns are solicited whenever they are potential sources. (C) When economically feasible. divide total requirements into smaller tasks or quantities so as to pennit such finns maximum opportunities for participation through subcontracting. (0) Where possible. establish delivery schedules which will encourage such participation. (E) Use the servi ces and assi stance of the Small Busi ness Admi ni s- tration. the Office of ~linority Business Enterprise (Department of Commerce), the Community Servi ces Admi ni strati on and other sources when appropriate_ Page 4 - MEMORANDUM AGREEMENT Exhibit "A" ~ '1 T .' "-"""-'--~---'----'-'.'~--------' - -. ~-_..... .._~_..,- XIII. COMPLIANCE WITH CODE OF CONDUCT CONTRACTOR agrees to comply with the "Code of Conduct" adopted by GRANTEE in Resolution 917 which is appended hereto as Attachment III and, by this reference, incorporated herein. XIV. 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 thei r duly authori zed representati ves, shall have access to any books, documents, papers, and records of CONTRACTOR whi ch are directly pertinent to this specific contract, for the purpose of making audit, examination, 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. XV. TERMINATION OF CONTRACT Either party to this AGREEMENT may, by glvlng 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 AGREH1ENT become the property of and shall be remitted to GRANTEE, and CONTRACTOR shall be enti tl ed to compen- sation for any unreimbursed expenses reasonable and necessarily incurred in satisfactory performance of the contract. XVI. ASSIGNMENT The ri ghts and duti es of the pa rti es hereunder a re persona 1 and shall not be assignable by either party without the express written consent of the other party. XVII. 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 the Woodburn City Administrator 270 Montgomery Street Woodburn, Oregon 97071 Pogolowitz & Associates 1932 S.E. 102nd Avenue Portland, Oregon 97216 Page 5 - MEMORANDUM AGREEMENT Exhibit "A" ~. >, '9'- XVIII. SAVINGS CLAUSE Should any valid federal or state law or final determination of any admini strative agency or court of competent juri sdi cti on affect any provi sion of thi s agreement, the provi si ons so affected shall be automatically conformed to the law or determination and otherwise this agreement shall continue in full force and affect. XIX. ENTIRE AGREEMENT Thi s AGREEMENT constitutes the enti re understandi ng of the pa rties with respect to the subject matter thereto superseding all negotiations, prior discussions and preliminary agreements made prior to this date. All modifications of this AGREEMENT shall be in writing and shall be signed by an authorized representative of each party. POGOLOWITZ & ASSOCIATES ~~OYO~ident 9-~7 ::?:!? /7/6 Da te ~ CITY OF WOODBURN c~ ~ '- /"? /" /,,4.~. v' . ~ (<~,_ Michael Quinn, ty Administrator ~?/r/) Date ( ~~Ak~ -J Nancy A. irksey, Mayor February 27, 1990 Date Page 6 - MEMORANDUM AGREEMENT Exhibit "A" ~. T ... ,~,--,--"--~--'"'-~""'.'--"--'-"