Loading...
HomeMy WebLinkAbout95- HRDC Cooperative Agreement ", . , , . . . . HUMAN RESOURCE DEVELOPMENT COUNCIL OF DISTRICT IX, INC. AND CITY OF BOZEMAN COOPERATIVE AGREEMENT THIS CONTRACT is entered into by the City of Bozeman, herein referred to as "City", and the Human Resource Development Council of District IX, Inc. herein referred to as "HRDC." THIS CONTRACT is premised upon the following: A. The City and HRDC worked cooperatively to submit a Community Development Block Grant (CDBG) application to obtain funding for the construction of housing units to benefit very low and low income families in Bozeman, on land owned by HRDC. B. The City received the CDBG funds to construct the housing units. C. The City, in its capacity as a CDBG grantee, has determined that HRDC, due to its expertise and interest in housing programs, should implement the housing construction program. D. This Contract between the City and HRDC will facilitate mutual cooperation in implementing the CDBG funds for constructing the housing on the HRDC's property. E. The City has staff who are experienced in planning, structuring and implementing site improvements, as well as building standards, and the input of the City staff will assist HRDC in the construction of the units. F. This Contract affects only the specific project identified in the City's CDBG grant application and does not affect or govern any other construction or improvements undertaken by HRDC on any other property. G. Both parties to this Contract understand that neither party involved herein has in any way, expressly or implied, abrogated any of its individual powers, and that this Contract does not create any new organizational or legal entity. THE PARTIES HERETO THEREFORE AGREE AS FOLLOWS: 1. Responsibilities Retained by the City: A. The City will administer the CDBG grant and monitor the progress of the project. B. The City will let the bids and award the contracts, according to City policy, for all CDBG funds. HRDC/Ciry Agreement Page 1 ---------- ----- . . . . . . . C. The City will file all necessary reports to the Department of Commerce. D. The City will inspect site improvements and assure that building standards are met. E. The City will retain all necessary records for long term auditing by the CDBG Program. F. The City will, in conjunction with the HRDC, subject to prior approval by the Bozeman City Commission, retain the services of an architectural firm to design and supervise the installation of site improvements and oversee construction of the buildings. Selection of the architectural firm will be made in accordance with State law. II. Delegation of Responsibilities to HRDC: A. HRDC will be responsible for all facets of the design and construction phases of the building construction, including the following: 1. Architecture; 2. Building construction. 3. Except as provided in Paragraph V, Administration below, compliance with all other State and federal requirements contained in the Statement of Assurances submitted to the Department with the City's application for CDBG assistance, dated October 3, 1994; 4. Except as provided by Paragraph V, Administration below, compliance with all other state and federal requirements as described in the Montana Community Development Block Grant Grant Administration Manual; 5. Preparation of bid documents for construction of the buildings. City will let the bid and award the contracts. 6. Construction of buildings C. HRDC and its Architect will receive, review and certify for payment all requests for payment for items contained in Paragraph B, above, and prepare and submit such requests through the Director of Finance to the City Commission in a timely fashion in accordance with City procedure. Requests for payment will be acted upon by the City Commission in accordance with established procedures. The issuance of a certificate for HRDC/City Agreement Page 2 . . . payment shall constitute a representation that the contractor is entitled to the payment in the amount certified. D. During the term of this Contract, the HRDC will maintain reasonable records of its performance hereunder in a manner consistent with generally accepted accounting principles. HRDC will allow the City and the Department and their authorized representatives access to those records at any time during normal business hours. HRDC will submit to the City, in the format prescribed by the City, monthly status reports on its performance under this Contract. E. HRDC will provide documentation that the share of the project funds that exceed the CDBG funds is available for injection into the project no later than the time that the bid for construction of the buildings is awarded. III. Payment of Design and Construction Costs: A. HRDC shall be responsible for reviewing and certifying all payment requests in connection with design and building construction. Requests for payment from CDBG funds or City funds shall be submitted to the Finance Director for payment by the City. B. Upon receipt of a certification for payment from HRDC for allowable project costs as specified in the City's Grant Agreement with the Department, a copy of which is appended as Attachment A of this Contract, and which by this reference is made a part hereon, the City will request the required amount of CDBG funds from the Department, and upon receipt of these funds, the City will pay the funds directly to the entity requesting payment. C. The City will deduct a retainage from each payment request equal to ten percent (10%) from each payment request submitted by HRDC for payment of construction costs, and hold this retainage until construction is complete and the architect approves final payments, and the project is accepted, all in accordance with the conditions of the construction contract. D. The City will also withhold one percent (1 %) of the amount for any claim submitted by HRDC for payment of construction costs, and will forward this amount to the Montana Department of Revenue pursuant to section 15-50-206(2) MCA. E. The City may refuse to pay any payment requests which it deems not valid under the terms of the CDBG Grant Agreement. IV. Duration of the Contract HRDC/City Agreement Page 3 . A. This Contract takes effect when the following conditions are satisfied: 1. The Department and the City have executed the CDBG grant agreement; 2. The Department has approved the City's Request for Release of Funds and Certification; 3. The City's attorney and the attorney for HRDC have approved this Contract as to form and content; and 4. The City Commission and the HRDC Board of Directors have each approved this agreement. B. This Contract will terminate ninety (90) days after the project engineer files a Certificate of Completion of the project with the Montana Department of health and Environmental Sciences, or the Montana Department of Commerce closes out the CDBG grant with the City, whichever occurs later. V. Administration: A. For purposes of communication concerning performance of this Contract, the City Commission and HRDC shall each designate a contact person for ongoing communication concerning the performance of this Contract. The persons designated for contact will meet as necessary to provide for the efficient and smooth implementation of this Contract, and shall report to their respective entities as necessary. B. HRDC will comply with the federal administrative requirements contained in 24 CFR sections 570.502 as applicable. C. HRDC will carry out each activity under this Contract in compliance with all federal laws and regulations described in 24 CFR Sections 570.600 through 570.612 (Subpart K) except that: 1. HRDC does not assume the City's environmental responsibilities described in 24 CFR section 570.604. 2. HRDC does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 58, provided, however, that HRDC shall advise the City when this responsibility arises and shall assist the City in initiating the review process. HRDC/Ciry Agreement Page 4 . . . VI. Disposition of CDBG Funds and Project Income: A. Upon expiration of this Contract, HRDC will transfer to the City any CDBG funds on hand at the time of expiration. It is anticipated that during the term of the CDBG grant, and after completion, the project may show a net operating profit. Any net operating profit generated by the project shall be the property of the project and the owner. Proceeds of the project may only be used in connection with the provision of housing to very low and low income households as provided in 24 C.F.R. 813.02, in accordance with the terms of the CDBG application and any subsequent agreements with the Montana Department of Commerce. Acceptable use of proceeds shall include recovery by the HRDC of up to seven percent (7 %) of its investment in the project, in accordance with provisions of the Multifamily Risk Sharing Program guidelines. B. The HRDC will be obtaining mortgage financing for the project through the Montana Board of Housing (MBOH). The MBOH requires that the project be owned by a single asset entity. Therefore, upon completion of the project and expiration of this contract the HRDC will transfer the project to their wholly owned non-profit subsidiary, the Affordable Housing and Management Enterprise, Inc. (A-HOME). A-HOME, as a non-profit 501(c)(3) organization, will retain title, control and manage the property. A-HOME will maintain the real property assisted under this Contract for the sole purpose of providing housing for very low and low income households for a period of twenty (20) years. VII. Indemnification HRDC waives any and all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of or in any way connected with or incident to HRDC I S performance under this Contract, except claims arising from the sole negligence of the City or its officers, agents, or employees. HRDC will indemnify, hold harmless, and defend the City against all claims, demands, damages, costs, expenses, or liability arising out of HRDC's performance of this Contract except for liability arising out of the sole negligence of the City or its officers, agents or employees. VIII. Suspension or Termination In accordance with 24 CFR 85.43, the City may suspend or terminate this Contract if HRDC materially fails to comply with any term of the City's grant agreement with the Department. In addition, the City may terminate this Contract if its CDBG Grant Agreement with the Department is terminated by the Department for convenience in accordance with 24 CFR 85.44. HRDC/Ciry Agreement Page 5 . . '. . . . IX. Independent Contractor. It is understood by the parties hereto that HRDC is an independent contractor and, as such, neither it nor its employees, if any, are employees of the City for any purposes including but not limited to taxes, retirement system, or social security (FICA) withholding. X. Assignment. HRDC shall not assign any right or obligation hereunder in whole or in part, without the prior written consent of the City. XI. Nondiscrimination. HRDC will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or disability in employment or provision of services. XII. Attorney's fees and costs. That in the event it becomes necessary for either party to this agreement to retain an attorney or use an in-house counsel, to include the City Attorney, to enforce any of the terms or conditions of this contract, then the prevailing party shall be entitled to reasonable attorney's fees and costs to include fees, costs and salary of in-house counsel. XIll. Modifications. Any amendments or moditications to this Agreement or any provision herein shall be made in writing and executed in the same manner as the original document and shall after execution become a part of this agreement. THIS CONTRACT has been approved by the City Commission and the HRDC Board of Directors. DATED this 15th day of May ,1995. ~ Jo ATfFBT:oI ~ (lJ:- · Robin L. Sullivan Clerk of Commission HRDC/City Agreemenl Page 6 . . . . . . Huma il of District IX, Inc. APP ~~ ,.' L .- Belinda D. Rinke. Attorney HRDC/City Agreement Page 7