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Res 1029 - Addend Agmt Pogolowz COUNCIL BILL NO. 1265 RESOLUTION NO. 1029 A RESOLUTION AUTHORIZING EXECUTION OF AN ADDENDUM AGREEMENT WITH POGOLOWITZ AND ASSOCIATES. WHEREAS, the City previously executed a Memorandum Agreement with Pogolowitz and Associates for the administration of a housing rehabilitation grant; WHEREAS, certain changes in this Memorandum Agreement are now deemed necessary; NOW, THEREFORE, THE CllY OF WOODBURN RESOLVES AS FOLLOWS; Section 1. That the Mayor and City Administrator are authorized to execute an Addendum to the Memorandum Agreement, said Addendum is attached hereto, and by this reference, incorp~~edherein... ~..' /'~. ( A) yvfl t. ~,./ . ') r 2 _ I (:1 .' (( ~o Approved as to form: I) . . \) , I - N. Robert Shields, City Attorney Date APPROVED,:r~ W ~ Fred W. Kyser, May Passed by the Council December 10, 1990 Submitted to the Mayor December 12, 1990 Approved by the Mayor December 12, 1990 Filed in the Office of the Recorder ATTEST: 'f,a.-<..{. . - ;2..... . ,_ Mary Tenna Deputy Recorder City of Woodburn, Oregon December 12, 1990 Page 1 - COUNCIL BILL NO. 1265 RESOLUTION NO. 1029 ~ 1 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 TWENlY 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 ~ "-T-' 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/// /;0 , I Date CllY OF WOODBURN L~ -J '..- / /' . ./""'i:c:- c '- 'A:;a Michael Quinn, ' Administrator /2-/d-'1o Date f,f!:!d. tfr j2 -j () -'10 Date Page 2 - ADDENDUM TO MEMORANDUM AGREEMENT -. , .. ," MEMORANDUM AGREEMENT THIS AGREEMENT made and entered into between the City of Iloodburn, Oregon, 270 ~lontgomery 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 housi ng rehabil itati on activity on February 15, 1989; lmEREAS, this Oregon Community Development Pr09ram Grant runs for a period of two years from the date of "Letter of Approval II 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 February 17, 1987-June 17, 1989; and March 2, 1988- March 2, 1990. NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein the parties agree as follows: I. INTENT OF AGREEMENT It is the intent of this AGREEMENT for CONTRACTOR to provide technical assistance and services to GRANTEE, through the GRANTE~'S Oregon Community Development Program. I I. TERM OF AGREEMENT The term' of this AGREEMENT IS FRO~lFebruary is, 1989, until February. 15, . 1991. II. WORK TO BE PERFORMED . . CONTRACTOR shall, in a satisfactory. manner, carry out those functions and activities described in the Oregon Community Development Pr09ram Grant Application, appended hereto as Attachment I and, by this reference, incorporated herein. Page 1 - MEMORANDUM AGREEMENT ~' < '" t. ---"T~" ,_. __,_~_..d.. ._..._...".___ _ ,_. ""_"""_""__'._~'.'~;'_ 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. STAlUS OF CONTRACTOR The parties agree that CONTRACTOR is a professi ona 1 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 those periods when he is notperfonning work under this agreement for GRANTEE. V. CONSIDERATION In consideration of CONTRACTOR'S satisfactory performance 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 EIGHTY THOUSAND AND THIRTY-SEVEN DOLLARS ($80,037.00) for the services in carrying out the approved activities described in the trant. Any consideration paid to CONTRACTOR is contingent upon GRANTEE obtainingandacc~pting funds. for CONTRACTOR'Sser,vices. through its 1988 Oregon COnul1unity Development Grant; '. It is expressly 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 ~ .. .-" ,- 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 acti vities approved in the grant appl i cation. 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. VII. HOLD HARMLESS CONTRACTOR agrees to defend, indemni fy and hol d harml 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 with CONTRACTOR ~ Sservices pursuant to thi SAGRE~MENT, except for . claims arising out of .the negligent acts or ommissions of GRANTEE. VIII. Cor4PLIANCE 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 of State and local governments. . laws, ordinances, and 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, tel i gi ousback- 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 .."...-- .." --~,.......'. i, '- (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 this 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 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'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 affi rmative 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 ,suchfinns are solicited whenever they are potential .-. .-- , .. . . . -. sources. (C) When economically' feasible, divide total requirements into smaller tasks or quantities so as to permit such finils inaximum opportLinities 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 Adminis- tration, the Office of Minority Business Enterprise (Department of Corrmerce), the Community Services Admini stration and other sources when appropriate. Page 4 - ~lHl0RANDU~1 AGREEHENT -- 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 authorized 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 requi red 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 unller thi s AGREEt1ENT become the property of and shall be remitted to GRA~ITEE, and CONTRACTOR shall be entitled to compen- sation for any unreimbursed expenses reasonable and necessarily incurred in satisfactory performance of the contract. . XVI. ASSIGNMENT The rights and duties of. tile parties hereunder are personal. and shall not be assignable by either party without the express written consent of the other party. XVII. ESCAPE NOTICES Any noti ce, request, demand or other be in writi ng and shall be deemed to delivered to the lioodburn City Administrator 270 Montgomery Street Woodburn, Oregon 97071 communication hereunder shall be duly given when personally Pogolowitz & Associates 1932 S.E. 102nd Avenue Portland. Oregon 97216 Page 5 - MEMORANDUM AGREEMENT ~ XVIII. SAVINGS CLAUSE Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction 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 This AGREEMENT constitutes the entire 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~REEr~ENT shall be in writing and shall be signed by an authorized representative of each party. POGOLOWITZ & ASSOCIATES ~~~~dent 00,4, . Date S-,,;2S -YO; Date Page 6 - MEMORANDUM AGREEMENT '<!..- :::. x H J/3 II 13- Please find below a description of the personnel and the hourly rate as provided by the CONTRACTOR. PERSONNEL HOURLY RATE Housing RehabiIitation SpeciaIist $ 35.00 $ 10.OO Housing RehabiIitation Administrator