Loading...
Res 1064 - Addend Agmt Pogolowi COUNCIL BILL NO. 1314 RESOLUTION NO. 1064 A RESOLUTION AUTHORIZING A SECOND ADDENDUM AGREEMENT WITH POGOLOWITZ AND ASSOCIATES FOR ADMINISTRATION OF THE 1989 OREGON COMMUNITY DEVELOPMENT GRANT FOR HOUSING REHABILITATION. WHEREAS, the City of Woodburn executed a Memorandum Agreement per Council Bill 1152 and and Addendum per Council Bill 1265 with Pogolowitz and Associates for the administration of this 1989 housing rehabilitation grant; and WHEREAS, delays in construction and additional processing of rehabilitation loan applications caused additional work effort and time extensions; and WHEREAS, the Memorandum Agreement is in need of further adjustments; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor is authorized to execute a Second Addendum to the Memorandum Agreement, said addendum is attac hereto, and by this reference incorporated herein.OJ ~ Approved as to form: .' \l {- 2 - 1 ( City Attorney Date APPROVED'S1~v<-f .~ FRED W. KYSER, M R 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 ATTEST: ti Mary Ten t, Deputy Recorder City of Woodburn, Oregon ~d- Page 1 - COUNCIL BILL NO. 1314 RESOLUTION NO. 1064 ._-~." _.._---, ,..-,.....~~,.....,- .~_....,-._..... _.-.- ...,".. ~., ..< SECOND ADDENDUM TO MEMORANDUM AGREEMENT THIS ADDENDUM is made and entered into betweem 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 1152 and an Addendum per Council Bill 1265, which are attached as Exhibits "A" and "B" and by this reference incorporated herein, and WHEREAS, both parties desire to modify said Memorandum Agreement with this Second 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 June 30, 1991 until September 30, 1991. II. CHANGE IN PAYMENT OF CONSIDERATION In consideration of CONTRACTOR'S satisfactory performance in carrying out the functions and activities described in the approved application for the extended time period of June 30 - September 30, 1991, GRANTEE shall pay the contractor a reasonable sum as provided in Exhibit "C" for the services of CONTRACTOR. The award for services shall not exceed NINE THOUSAND DOLLARS ($9,000.00) based on the hourly rate or the amount of available funds derived from additional funds provided by the State CDBG program or the pay back of loan funds, which ever is the lesser as of September 30, 1991 for the services in carrying out the approved activities described in the grant. It is expressly understood 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 1 - SECOND ADDENDUM TO MEMORANDUM AGREEMENT . __._'_""_,-I_'"~_"'~"'.'f_'"'' .,<~_,.~__~_._.,_ "___..,..____ ...._.A.. III. 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. POGOLOWITZ & ASSOCIATES CITY OF WOODBURN 1-dw ~ Fred W. Kyser Mayor Jeffrey D. Pogolowitz President Date July 9, 1991 Date Page 2 - SECOND ADDENDUM TO MEMORANDUM AGREEMENT . .1 'r , ._...,~~____"._._ ..~,_.,._....~>f'''".,__.._-~-"_.- ,.' MEMORANDUM AGREEMENT THIS AGREEMENT made and entered into between the City of Itoodburn, Oregon, 270 140ntgomery Street, Woodburn, Oregon, hereinafter referred to as GRANTEE and Pogolowitz & Associates, 1932 S.E. 102nd Avenue, Portland, Oregon 97216, hereinafter referred to as CONTRACTOR. ~JHEREAS , Program Grant for and WITNESSETH: GRANTEE received an Oregon Community Development housing rehabilitation activity on February 15, 1989; lmEREAS, this Oregon Community Development Program Grant runs for a peri od of two years from the date of "Letter of Approval" or unti 1 funds are exhausted ,'whichever occurs fi rst; "and .... . . 'WHEREAS. ... GRANTEE currentlycoiitracts with CONTRACTOR for housing rehabi.litation administration .pursuant to s"eparate. grant contracts for the period of February 17, 1987-June 17, 1989; and March 2, 1988- March 2, 1990. i .; NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein the parties agree as follows: I. llnENT OF AGREEMENT It is the intent of this AGREEMENT for CONTRACTOR to assistance and services to GRANTEE, through the Community Development Program. II. . TERM ()F AGREEMENT ... The term' Ofthi s . AGREEMENT 15, . 1991. Il. WORK TO BE PERFORMED.. CONTRACTOR shall, . in a satisfactory .. mariner, "carry out. those functions and activities" described in the" Oregon "Community Oevelopment Program Grant Appl i cati on, appended hereto as Attachment I and, by this reference, incorporated herein. provide technical GRANTEr S Oregon . . . ,'" IS FROl-1:February is; 1989, until February . Page 1 - MEMORANOU,., AGREEI-1ENT Exhibit "A" _...-",'''-'--+-"'-~''''''''-~>'_._~~-------~-'-----'~'~' ,.,.--.'. GRANTEE or CONTRACTOR may request changes in the scope of the services or CONTRACTOR to be perionned 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. STAlUS 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 worker's compensation insurance. unem- ployment insurance. health insurance. and retirement. CONTRACTOR may practice his profession for others during t~ose periods when he isnotperionning work under this agreement for GRANTEE. V.:COftSIDERATION In consideration of CONTRACTOR'S satisfactory perfonnance in carrying out the fun~tions andactivitiesdescribedinthe app~oved" applica- tion. GRANTEE shall pay the contractor a reasonable sum as provided in Attachment II for the servi ces of CONTRACTOR. The award for services shall not exceed EIGHTY THOUSAND AND THIRTY-SEVEN DOLLARS ($80.037.00) for the services in carrying out the approved activities described in the Brant. Any consideration paid to CONTRACTOR is contingent upon GRANTEE . obtai ni ngandaccepting funds .JorCONTRACTOR 'sser,vi c.es '~hrouglJ . its 19880~egon Commill,i ty Deve lopment "Grant;Iti sexpress 1 y under- . stood tlJat tlJe amount of consideration i sbased upon CONTRACTOR'S. estimate of .tlJe cost to carry out tlJe'actiVities approved in - tlJe ". , -.' '. .". ".: . appliCation and that tlJe actual cost may. be different. tlJan. tlJis amount. CONTRACTOR or "GRANTEE may request clJangesin ttie amount. of consideration provided to CONTRACTOR. SuclJ clJanges 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 State of Oregon or its authori zed agent. CONTRACTOR shall request and dra~1 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 Cash Request". or equivalent documents. VI I. HOLD HARMlESS CONTRACTOR agrees to defend. indemnify and hold hannless 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 servi cespursuant to. t~isAGREEMENT . except for .' .. . '. ..... I. '. . cclaims'arisingout "of .ihenegligent acts.or ommissions of GRANTEE. VIII. COf4PLIANCE WITH APPROVED PROGRAM All acti viti es authori zed by thi s 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 ."codes oLState and local governlllents.. . laws. ordinances. and X. COHPLIANCEWITH'TITlE VI AND VII. CIVIL RIGHTS ACT OF1964 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 perfonnance 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 - 11EMORANDUM AGREEf.lENT Exhibit "A" ,~,,_>>,'<"""'i"""'''''''- ..............___._.__,,~,.""~._. ..._h..'"_".........,.'"_.____._,_.._.._,..,...___.....~' .. ":.' ;., (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 performed under thi s contract is on a project assi sted under a program providi ng di rect federal financial assistance from the Department of Housing and Urban Develop- ment and is subject to the requi rements of Secti on 3 of the Housi ng 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. toel iglblebusiness co~cerns"whiCh~re located in; or owned in substantial part by" persons I'esiding in,tlle City. XII. MINORITY BUSINESS ENTERPRISE CO~WlIANCE 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) . Assurethatsuchfinn~" are solicited wheneverthey:a.re ,potenti'll sources. (E) .. , When economically' feasible, di~ide. total .requirements into smaller tasks orquaiitities so as to permit such firms inaximum .. . - ' . . : -' . opportunities for participation th~oughsubco~tracting. .. . Where :possible,establish delivery schedules which will encourage such participation. Use the services and assistance of the Small Business Adminis- tration, the Office of Minority Business Enterprise (Department of Commerce), the Community Services Administration and other sources when appropriate. (C) (D) Page 4 - f.1HlORANDU~1 AGREHlENT Exhibit "A" ,--,--,"~...~._...~-~--_.........~_.,.._"- ~" XIII. Cor~PLIANCE WITH CODE OF CONDUCT CONTRACTOR agrees to comply with the "Code of Conduct" adopted by GRANTEE in Resolution 917 \~hich is appended hereto as Attachment HI 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 their duly authorized representatives. shall have access to any books. documents. papers, and records of CONTRACTOR whi ch are di rectly pertinent to thi s specifi c contract. for the purpose of making audit. examination, excerpts. and transcriptions. All required records must be maintained by CONTRACTOR for three years after GRAtHEE makes final payments and all othe~ 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 unller thi s AGREEHENT become the property of and shall be remitted to GRAtITEE. and CONTRACTOR shall be entitled to compen- sation for any un reimbursed expenses reasonable and necessarily incurred in satisfactory performance of the contract. XVI. ASSI!iNMENT. The" ri ghts and duti es of shall not" beassi gnable by consent of the.. .other party. " . . " the parties hereunder are. personal" and either party without the eXpre~s written.. XVII. ESCAPE NOTICES Any notice, request. demand or other communication be in writing and shall be deemed to be duly given delivered to the Woodburn City Administrator 270 Montgomery Street Woodburn, Oregon 97071 hereunder shall when pe rsona 11 y Pogolowitz & Associates 1932 S.E. 102nd Avenue Portland, Oregon 97216 Page 5 - MEMORANOUtl AGREEMENT Exhibit "A" , .".~-"_._--....._.._---<._---_.,.~...--+_.~-- ---~._----",-,~-,._.,._.- '1 ." , XVIII. SAVINGS CLAUSE Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this agreement. the provisions 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 AGREmENT constitutes the enti re understanding of the parties with respect to the subject matter thereto superseding all negotiations. prior discussions and preliminary agreements made prior to this date. All modifications of this A~REEf.1ENT shall be in 'writingand shall be signed by an authorized representative .of each party. , " POGOLOWITZ & ASSOCIATES ~#-:Ld'"t 004'1 . Date ity Administrator S-.,;JS -2'1 Date Page 6 - MEMORA~DUM AGREEMENT Exhibit uA" ,~",,","._"--'~'."-'-"~""~"-'---'--'-"~---'---'._--'"--.. 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 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 Februrary 15, 1991 until June 30, 1991. II. CHANGE IN PAYMENT OF CONSIDERATION Paragraph V, "Consideration," of the Memorandum Agreement shall no longer be in force and effect and shall be replaced by this paragraph. In consideration of CONTRACTOR'S satisfactory performance in carrying out the functions and activities described in the approved application, GRANTEE shall pay the contractor a reasonable sum as provided in exhibit "B" for the services of CONTRACTOR. The award for services shall not exceed lWENlY EIGHT THOUSAND DOLLARS ($28,000.00) or the amount of available funds derived from the pay back of loan funds whichever is the lesser as of June 30, 1991 for the services in carrying out the approved activities described in the grant. It is expressly understood 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 Page 1 - ADDENDUM TO MEMORANDUM AGREEMENT Exhibit "8" . " ."_.""""'M_,_","'_f._ ~"'_."."..' ,.. """,___,__~"""'~"""" _,._,_....~_....__.__....._.~_mo. .._,',._k.. 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. III. 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. POGOLOWITZ & ASSOCIATES ~4-;~m /2 //..z /7' (} , / Date CllY OF WOODBURN , '--AH. / ///i/ /' L<-~L-~ (k-..-c.-<-~ Michael Quinn, C' Administrator 1..2-/d-9o Date Page 2 - ADDENDUM TO MEMORANDUM AGREEMENT Exhibit "B" "" ., ~ .-.,' .,._--.-" "'......-..----"."._---"~... .-- ,'<."'-'. .,-_.~._...,,--.-.._.. ,,~_,",,~'.' ....-..'. The Housing Contractor's hourley rate is $35.00. The Housing Specialist receives, since March 1, 1991, $13.00 per hour from the Contractor. EXHIBIT "C" "^' ~.___+'_.~"'" N'"___~_______'_~"~''' .,._..,,,~_~_"'__""U_'"__.__' .-".- .-., ..