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HomeMy WebLinkAbout631721J AGENCY SERVICE AGREEMENT Between the City of Bremerton and Lorax Ventures II LLC Contract # 631721 COMMUNITY DEVELOPMENT BLOCK GRANT Catalog of Federal Domestic Assistance # 14.218 HUD Grant # B -17 -MC -53-0011 AN AGREEMENT, by and between City of Bremerton hereinafter referred to as "City' and, Lorax Ventures II LLC, hereinafter referred to as "Agency" by which the Agency agrees to carry out specific activities under City of Bremerton's Community Development Block Grant Program and establishing certain other terms and conditions of operation. IT IS MUTUALLY AGREED AS FOLLOWS: ARTICLE I. PROJECT SECTION 1. SCOPE OF SERVICES The City, as recipient of a Community Development Block Grant (CDBG) from the United States Department of Housing and Urban Development (HUD), hereby designates the Agency to undertake, in a satisfactory and proper manner, as determined by the City, and the Agency hereby agrees to undertake, the tasks necessary to conduct the program/project outlined in Exhibit "A". SECTION 2. PROJECT SUMMARY Project Details Project Name: —..--- _-------_ ------ ----- Funded Amount: Action Plan Year: Type of Project Service Area: Project Location 1010 Burwell $207,948 2017 Clearance/Demo NRSA/Census Tract 805 1010 Burwell — ---- -- - ---- - - ---- Eligibility-- ---- -- National Objective: 570.208(d)(5)(i): Low/Mod Area NRSA Basic Eligible Activity Citation: 570.201(d): Clearance, Demo, Remediation Matrix Code: 04 Performance Measures Object of Activity: Decent Housing Outcome: Sustainability SECTION 3. TERM OF AGREEMENT I The term of this Agreement is January 1, 2017 through December 31, 2017, but may be extended pursuant to an amendment to this Agreement as authorized in Article IV, Section 9 (Amendments to Agreement). Should additional time for auditing this project be required, in accordance with law, this Agreement shall be deemed automatically extended until such time as the said audit shall be completed. In any event, the term of this Pagel 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] Agreement shall cover the period that the Agency has control over Community Development Block Grant funds, including program income. SECTION 4. PROGRAM REPORTING The Agency shall submit the Performance Report and the Demographic Report quarterly, as applicable, due 10 days after the end of each quarter, as required by the City to meet its local obligations and its obligation to the U.S. Department of Housing and Urban Development. The required report format is provided in EXHIBIT "B" of this Agreement. (A) Quarterly reports which shall include the progress made to date, or justification for lack of progress, in providing the services specified in Article I, Section 1 Scope of Services, of this Agreement according to the schedule for completion in Article 1 Section 3 Schedule for Completion of this Agreement. (B) Quarterly reports on demographic, neighborhood residence, and income information regarding persons assisted by the Agency through this Agreement. (C) Semi -Annual budget reconciliation which will compare your approved budget with actuals for year-to-date. (D) Close out reports including a final performance report, inventory of all property acquired or improved with CDBG funds, and final financial report, upon termination or completion of the award. ARTICLE II. FINANCIAL CONDITIONS SECTION 1. BUDGET AND COMPENSATION The City shall reimburse the Agency using HUD funding for allowable costs, as determined by the City, in an amount not to exceed Two -Hundred and Seven Thousand Nine -Hundred and Forty Eight Dollars and no cents for the services described in EXHIBIT "A". The City shall reimburse the Agency for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the City pursuant to the submittal of monthly progress and demographic reports. Payments shall be made upon receipt of a proper invoice in the format provided in EXHIBIT."C" of this Agreement. Such reimbursement shall constitute full and complete payment by the City under this Agreement. Allowable costs shall mean those necessary and proper costs identified in EXHIBIT "D" and approved by the City unless any or all such costs are disallowed by the State of Washington or the United States. Any reimbursements made under this Agreement must comply with the applicable requirements of 2CFR Part 200, Subpart D. The Agency may not request disbursement of funds under this Agreement until the funds are needed for eligible costs. The amount of each request must be limited to the amount needed. Project Budget: See EXHIBIT "D", Project Budget Time of Payment: Payment shall be made upon receipt of reimbursement request voucher mailed to: CDBG Office, City of Bremerton Department of Community, 345 6th Street Suite 600, Bremerton, WA 98337- 1869. Where Payments Are Made: Payments shall be made to: 1403 3rd Ave. Suite 1022, Seattle WA 98101 Page 2 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] I The Agency shall apply the funds received from the City under this Agreement in accordance with the Budget Summary outlined in Exhibit D. Any request for a line -item expense change shall be submitted in writing and shall specifically state the reasons for the requested increase and a justification for the corresponding decrease in other line-item(s). All budget revision and/or amendment requests will be reviewed and approved or denied by the City. SECTION 2. DOCUMENTATION OF COSTS AND OTHER FINANCIAL REPORTING All costs shall be supported by properly executed payrolls, time records, invoices, vouchers or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, the City and United States shall have the right to audit the records of the Agency as they relate to the work. The Agency shall also: (A) Maintain an effective system of internal fiscal control and accountability for all CDBG funds and property acquired or improved with CDBG funds, and make sure the same are used solely for authorized purposes. (B) Keep a continuing record of all disbursements by date, check number, amount, vendor, description of items purchased and line item from which money was expended, as reflected in the Agency's accounting records. The line item notations must be substantiated by a receipt, invoice marked "Paid," or payroll record. (C) Maintain payroll and financial records for a period of six (6) years after receipt of final payment under this Agreement provided that this program has been monitored by HUD and the annual State audit (which included the CDBG Program), has been completed. (D) Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of the City the State Auditor or the United States at any time during normal business hours and as often as necessary. (E) Inform the City concerning any funds allocated to the Agency, that the Agency anticipates will not be expended during the Agreement period, and permit reassignment of the same by the City to other agencies. (F) Repay to the City any funds in its possession at the time of termination of this Agreement that may be due to the City or the United States. (G) Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by the City. SECTION 3. REIMBURSEMENT The City shall reimburse the Agency only for actual incurred costs upon presentation of a properly executed invoice in a form approved by the City. Only those allowable costs directly related to the Agency's application, approved by the City shall be paid consistent with Article II Section 2 Documentation of Costs and Other Financial Reporting. The Amount of each request must be limited to the amount needed for payment of eligible costs. Notwithstanding any other provisions in this section, reimbursement for construction contracts shall have ten percent (10%) of the payment retained until close out of funds pursuant to Article IV, Section 12 of this Agreement. In the event the City or United States determines any funds were expended by the Agency for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, the City or United States may order repayment of the same. The Agency shall remit the disallowed amount to the City within thirty (30) days of written notification of the disallowance. Page 3 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] (A) The Agency agrees that funds determined by the City to be surplus upon completion of the Agreement will be subject to cancellation by the City. (B) The Agency agrees that upon expiration of this Agreement, the Agency shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. (C) The City shall be relieved of any obligation for payments if funds allocated to the City cease to be available for any cause other than misfeasance of the City itself. (D) The City reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement. SECTION 4. PROGRAM INCOME ® This project shall not generate any program income ❑ This project may generate program income. Use of any program income received by the Agency with CDBG funds under this Agreement shall comply with 24 CFR 570.504(c), consistent with the provisions described as follows. If authorized above, program income generated from the use of CDBG funds that is allowed to be retained by the Agency will be considered additional CDBG funds, subject to all conditions applicable to the use of funds described in this Agreement. All program income shall be substantially disbursed for eligible activities before additional requests for reimbursement are made to the City. Program income not used in this manner shall be returned to the City. Complete records shall be maintained on the receipt and use of all program income. Any program income on hand when this Agreement is terminated, or received after such termination, shall be reimbursed to the City. SECTION 5. REVERSION OF ASSETS The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR Part 200 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: The Agency shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. Real property under the Agents' control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. * Investment Amount is per facility, or if housing, per unit for single family housing Activity CDBG Investment Amount* Minimum Years Restricted Rehabilitation or Acquisition of Less than $15,000 5 Years existing facilities or housing $15,000 - $40,000 10 Years (including homeownership Greater than $40,000 15 Years assistance) New Construction or Acquisition of Any $ amount 20 Years land for new construction If the Agent fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Agent shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Agent may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. Page 4 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Agent for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment]. ARTICLE III. FEDERAL CONDITIONS SECTION 1. BENEFIT TO LOW INCOME PEOPLE All Agencies providing direct benefit services shall provide such services to benefit very low and low income persons to the maximum extent feasible (but not less than 51%). Individual persons or families provided a specific direct benefit or service must qualify under Federal Section 8 income limits as established by HUD. Any deviation can be made only if it is clear that the service or benefit, to a person who income exceeds very low and low income persons, is otherwise necessary as an integral part of the activity. The Agency shall maintain records that clearly document: the income range and households size of the persons it serves. Furthermore, the Agency shall maintain records documenting if the person being served is a female head of household, is handicapped, and/or is an ethnic/racial minority. SECTION 2. UNIFORM ADMINISTRATIVE REQUIREMENTS (A) Agencies which are governmental entities (including public agencies), shall comply with the requirements and standards of 2 CFR part 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements. (B) All agencies are to procure audit services based on 2 CFR Part 200, Subpart F; and (1) The Agency shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that all contractors (performing all or part of the services under this Agreement under a separate contract with the Agency) also maintain auditable records. (2) The Agency is responsible for any audit exceptions -incurred by its own organization or that of its Contractors. (3) The City of Bremerton reserves the right to recover from the Agency all disallowed costs resulting from the audit. (4) Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Agency must respond to the City of Bremerton requests for information or corrective action concerning audit issues within (30) days of the date of request. SECTION 3. SEPARATION OF CHURCH AND STATE In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of services utilizing CDBG funds the Agency agrees that, in connection with such services: (A) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (B) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (C) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in the provision of such services; (D) The portion of a facility used to provide services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols or decorations while it is being used to provide CDBG funded services. Page 5 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] SECTION 4. NON-DISCRIMINATION IN EMPLOYMENT AND PURCHASING The Agency shall comply with Executive Order 11246 as amended by Executive Order 12086 and the regulations issued pursuant thereto (41 CFR Chapter 60) which provide that no person shall be discriminated against on the basis of race, color, religion, sex, or national origin in all phases of employment during the performance of Federal or federally assisted construction contracts. The Agency shall take affirmative action to ensure fair treatment in employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation and selection for training and apprenticeship. The Agency shall ensure compliance with 24 CFR 570.601. Specifically, the Agency shall ensure that provisions as follows are included in all construction contracts awarded in excess of $10,000 and monitor compliance: (A) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (B) The Contractor will send to each labor union or representative of workers with which he had a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union of workers' representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (C) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and order of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (D) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations, or orders, this Agreement may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (E) The Contractor will include the provisions of this Section (Article III (4)) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. SECTION 5. LOCAL EMPLOYMENT AND PURCHASING Funding under this agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701 u. the Agency agrees to comply with provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR Part 135, and all applicable rules and orders of the Department of Housing and Urban Development issued there under. The Agency agrees that they are under no contractual or other disability which would prevent them from complying with these requirements. Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the area of the project. Section 3 applies to training, employment, contracting and other economic opportunities arising in connection with the expenditure of housing assistance and community development assistance that is used for the following projects: 1. Housing rehabilitation (including reduction and abatement of lead based paint hazards, but excluding routine maintenance repair and replacement); 2. Housing construction; and 3. other public construction. Page 6 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] SECTION 6. CONFLICT OF INTEREST No member, officer, or employee of the Agency, or its designees or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any function or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or any Subagreement, hereto or the proceeds thereof. The Agency shall take appropriate steps to assure compliance including incorporation of the following provision in every Subcontract: The Contractor covenants that no person who presently exercises any functions or responsibilities in connection with the City of Bremerton CDBG Program will obtain a personal or financial interest from the CDBG assisted activity. The Contractor further covenants that he/she presently has no interest in, nor shall he/she acquire any interest, direct or indirect, either for themselves or those with whom they have business, or family, which would conflict in any manner or degree with the performance of his/her services hereunder. The contractor further covenants that in the performance of this Agreement any potential conflict, on the part of the Contractor or his/her employees, will be disclosed to the Agency and the City. SECTION 7. DISPLACEMENT, RELOCATION, ACQUISITION AND REPLACEMENT OF HOUSING The Agency shall comply with the requirements relating to displacement, relocation, acquisition and replacement of housing (24 CFR Part 570.606). Displacement of persons (families, individuals, businesses, non- profit organizations and farms) as a result of activities assisted with CDBG funds is generally discouraged and in all instances must receive prior written approval from the City. SECTION 8. DAVIS BACON AND RELATED ACTS The Agency shall comply with the requirements of the Davis -Bacon and Related Acts (DBRA) as outlined in 29 CFR parts 1-7 when the contract for construction, alteration, and/or repair exceeds $2,000, is federally assisted, and involves the employment of laborers and/or mechanics to perform the work. SECTION 9. LEAD BASED PAINT The Agency shall comply with HUD Lead -Based Regulations (24 CFR Part 35 et al) issued in the Federal Register, September 15, 1999 which require elimination, as far as practical, of immediate hazards, due to the presence of paint in residential structures which may contain lead to which children under seven years of age may be exposed. SECTION 10. DISCRIMINATION PROHIBITED (A) The Agency shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: (1) Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Agreement; (2) Provide any facilities, services, financial aid, or other benefits which are different, or are provided in a different manner, from those provided to others under this Agreement; (3) Subject an individual to segregated or separate treatment in any facility in, or in any matter if process related to receipt of any service or benefit under this Agreement; Page 7 1 2017 Subrecipient Agreement — [Lorax Ventures 11 LLC] (4) Restrict an individual in any way in access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with any service or benefit under this agreement; (5) Treat anyone differently from others in determining if they satisfy any admission, enrollment, eligibility, membership or other requirement or condition which the individual must meet to be provided a service or benefit under this Agreement; (6) Deny anyone an opportunity to participate in any program or activity as an employee which is different from that afforded others under this Agreement. (B) The Agency shall abide by all applicable provisions of Section 504 of the HEW Rehabilitation Act of 1973 as amended (implemented in 24 CFR part 8) prohibiting discrimination against handicapped individuals, and the Age Discrimination Act of 1975 (implemented in 24 CFR part 146) prohibiting discrimination on the basis of age, either through purpose or intent. (C) If assignment and/or subcontracting has been authorized in writing, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding up on each contractor or subcontractor. The Agency shall take such action as may be required to ensure full compliance with the provisions of this section, including sanctions for noncompliance. SECTION 11. ARCHITECTURAL BARRIERS ACT/AMERICANS WITH DISABILITIES ACT The Agency shall meet the requirements, where applicable, of the Architectural Barriers Act and the Americans with Disabilities Act, as set forth in 24 CFR 570.614. A building or facility designed, constructed, or altered with funds allocated or reallocated under the CDBG program after December 11, 1995 and that meets the definition of "residential structure" as defined in 24 CFR part 40.2 or the definition of "building" as defined in 41 CFR part 101- 19.602(a) is subject to the requirements of the Architectural Barriers Act of 1968 (42 USC 4151-4157) and shall comply with the Uniform Federal Accessibility Standards (Appendix A to 24 CFR part 40 for residential structures, and Appendix A to 41 CFR part 101-19, subpart 101-19.6, for general type buildings). The Americans with Disabilities Act ("ADA") (42 USC 12131; 47 USC 155, 210, 218 and 255) requires that the design and construction of facilities for first occupancy after January 26, 1993 must include measures to make them readily accessible and usable by individuals with disabilities. The ADA further requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities, where such removal is readily achievable -- that is, easily accomplishable and able to be carried out without much difficulty or expense. SECTION 12. FLOOD DISASTER PROTECTION The Agency agrees to comply with section 202(a) of the Flood Disaster Protection Act of 1973 (43 U.S.C. 4106) and the regulations in 44 CFR parts 59 through 79. SECTION 13. OTHER PROGRAM REQUIREMENTS The Agency shall carry out each activity in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, regardless if the law is specifically stated in this Agreement, except that: (A) The Agency does not assume the City's environmental responsibilities described in Section 570.604; and (B) The Agency does not assume the City's responsibility for initiating the review process under Executive Order 12372. (C) For Agreements in excess of $150,000, the Agency agrees to comply with the Clean Air Act, 42 U.S.C. 7401-7671q, and the Federal Water Pollution Control Act, 22 U.S.C. 1251-1387. (D) The Agency agrees to comply with the Byrd Anti -Lobbying Amendment, 31 U.S.C. 1353, where applicable. (E) If the Agreement involves the acquisition or improvement of real property or equipment, the Agency agrees to comply with the provisions of 2CFR 200.310 — 200.316. Page 8 1 2017 Subrecipient Agreement— [Lorax Ventures 11 LLC] ARTICLE IV: GENERAL CONDITIONS SECTION 1. COMPLIANCE WITH LAWS The Agency, in performance of this Agreement, agrees to comply with all applicable Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to Federal Community Development Block Grant Regulations, Washington Law Against Discrimination, and other policies and guidelines established for the City of Bremerton CDBG Program by the Bremerton City Council. Agency agrees to comply with all provisions of the Americans With Disabilities Act and all regulations interpreting or enforcing such act. Agency agrees to comply with the National Environmental Policy Act (NEPA) through the entire course of the project. The Agency agrees to certify that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department of agency in accordance with Executive Orders 12549 and 12689, 24 C.F.R. Pt. 24. Additionally the Agency will certify to anti -lobbying as required by 31 U.S.C. 1352. In addition, where applicable the following requirements must be met: (1) Compliance with the Copeland "Anti -Kickback" Act for any contract or subcontract in excess of $2000 for construction or repair (18 U.S.C. 874 and 40 U.S.C. 276c as supplemented by 29 C.F.R. part 5); (3) Contracts or agreements for the performance of experimental, developmental, or research work include the rights of the Federal Government and recipient in any resulting invention in accordance with 37 C.F.R. part 401; (4) for contracts in excess of $100,000, the agency must comply with all applicable standards, orders or regulations issues pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.); (5) all agencies must comply with the Drug -Free Workplace Act of 1988 (42 U.S.C. 701); and (6) for construction projects, all agencies must comply with, including subcontractors, the Federal Labor Standards Provisions, as issued by the U.S. Department of Housing and Urban Development. SECTION 2. LICENSING AND PROGRAM STANDARDS The Agency agrees to comply with and to obtain at its own expense, if necessary, all applicable Federal, State, City or Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. SECTION 3. INSURANCE The Agency shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Agency, its agents, representatives, employees, or sub -contractors. Before beginning work on the project described in this agreement, the agency shall provide a Certificate of Insurance evidencing: 1. Automobile Liability: insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability: insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence for bodily injury and property damage, and two million dollars ($2,000,000) aggregate. Coverage shall be on an "occurrence" basis. City of Bremerton shall be named by endorsement as an additional insured on the Agency's insurance policy as respects this contract. Such insurance as carried by the agency is primary over insurance carried by the City. 3. Excess Liability: insurance with limits not less than $1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than Page 9 1 2017 Subrecipient Agreement— [Lorax Ventures 11 LLC] $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the agency. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims -made" basis. The City, its officials, employees, agents and volunteers shall be named as additional insured on the Automobile Liability, Commercial General Liability, an Excess Liability insurance policies, as respects work performed by or on behalf of the agency and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The agency's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whose claim is made or suit is brought, except with respects to the limits of the insurer's liability. The agency's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon the agency to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to the City of Bremerton, attn.: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension, or substantive change of any insurance policy set out herein, and failure to do so shall be construed to a breach of this Agreement. Agency shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the grantee. Additional Insured. The City, its officers, officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Agency and a copy of the Certificate of Insurance and the endorsement naming the City as additional insured shall be presented to the City of Bremerton Risk Management prior to the execution of the agreement. The Agency's insurance shall be primary insurance as respects the City, and the City shall be given thirty (30) calendar days prior written notice of any non -renewal, cancellation, suspension or material change in coverage. SECTION 4. INDEMNITY The Agency agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance or non-performance of the services or subject matter called for in this Agreement, whether such injuries to persons or damage to property is due to the negligence of Agency, its subcontractors, agents, successor, assigns. This provision shall be inapplicable to the extent the City is judicially found solely negligent for such damage or injury. It is further specifically and expressly understood that the indemnification provided herein constitutes the agency's waiver of immunity under industrial insurance, Title 51 RCW, solely for the purposes of this indemnification. The parties further acknowledge that they have mutually negotiated this waiver. Page 10 1 2017 Subrecipient Agreement— [Lorax Ventures 11 LLC] SECTION 5. NOTICES Any notices required to be given by the City to the Agency or by the Agency to the City shall be in writing and delivered to the following parties at the following addresses: City: Agency: CDBG Office Brian Fyall City of Bremerton Community Development Lorax Ventures II LLC 345 6th Street, Suite 600 1403 3rd Ave, Suite 1022 Bremerton, WA 98337-1869 Seattle, WA 98101 City recognition: The Agency shall insure recognition of the role of the City in providing services through this agreement. All activities, facilities and items utilized pursuant to this agreement shall be prominently labeled as to funding source. In addition, the Agency will include a reference to the support provided herein in all publications made possible with funds made available under this agreement. SECTION 6. CITIZEN PARTICIPATION The Agency will implement the provisions of this Agreement in such a manner as not impede the attainment of widespread citizen participation in planning and carrying out the project. SECTION 7. ASSIGNMENT AND SUBCONTRACTING The Agencytshall not assign or subcontract any portion of the services provided within the terms of this Agreement without obtaining prior written approval from the City. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to the Agreement. a. Monitoring: The Agency will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of non-compliance b. Content: The Agency shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this agreement. c. Selection process: the Agency shall undertake to insure that all subcontracts let in the performance of this agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process. SECTION 8. RESERVATION OF RIGHTS Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. SECTION 9. AMENDMENTS TO AGREEMENT The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. SECTION 10. FAILURE TO PERFORM In the event of a failure by the Agency to comply, with any terms or conditions of this Agreement or to provide in any manner the activities or other performance as agreed to herein, the City reserves the right to temporarily withhold all or any part of payment pending correction of the deficiency, suspend all or part of the Agreement, prohibit the Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken or completed, or recapture funds already disbursed to Agency. The option to Page 11 1 2017 Subrecipient Agreement— [Lorax Ventures 11 LLC] withhold or recapture funds is in addition to, and not in lieu of, the City's right to terminate as provided in Article IV Section 11 of the General Conditions of this Agreement. The City may consider performance under this Agreement when considering future awards. SECTION 11. TERMINATION If the Agency fails to comply with the terms and conditions of this Agreement, the City may pursue such remedies as are available in accordance with 24 CFR 570.910 including but not limited to, the termination of this Agreement in the manner specified herein. (A) Termination for Cause — If the Agency fails to comply with the terms and conditions of this Agreement and any of the following conditions exist: (1) The lack of compliance with the provisions of this Agreement are of such scope and nature that the City deems continuation of this Agreement to be substantially non -beneficial to the public interest; (2) The Agency has failed to take satisfactory corrective action as directed by the City or its authorized representative within the time specified by same; (3) The Agency has failed within the time specified by the City or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Agreement. The City may terminate this Agreement in whole or in part, and there upon shall notify in writing the Agency of the termination, the reasons therefore, and the effective date. The effective date shall not be prior to notification of the termination by the City to the Agency. Costs resulting from obligations incurred by the Agency after termination of the Agreement are not allowable unless specifically authorized in writing by the City. (B) Termination for Convenience The award may be terminated for convenience, in whole or in part, as follows: (1) By the City with the consent of the Agency. The two parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or (2) By the Agency upon submitting written notification to the City. The written notification must set forth the reasons for the termination, the effective date, and in the case of partial termination, the portion to be terminated. However, in the case of a proposed partial termination, the City may -terminate the award in its entirety if the City determines that the remaining portion will not accomplish the purpose for which the award was made. (C) Termination for Withdrawal. Reduction or Limitation of Funding In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Agreement, and prior to its normal completion, the City may summarily terminate this Agreement as to the funds reduced or limited, notwithstanding any other termination provision of this Agreement. If the level of funding so reduced or limited is so great that the Department of Community Development deems that the continuation of the program covered by the Agreement is no longer in the best interest of the public, the City may summarily terminate this Agreement in whole notwithstanding any other termination provisions of this Agreement. Termination under this Section shall be effective upon receipt of written notice by the Agency or its representative. SECTION 12. CLOSE-OUT Upon termination of this Agreement, in whole or in part for any reason including completion of the project, the following provisions shall apply: Page 12 1 2017 Subrecipient Agreement— [Lorax Ventures 11 LLC] (A) Upon written request by the Agency, the City shall make or arrange for payment to the Agency of allowable reimbursable costs not covered by previous payments; (B) The Agency shall submit within thirty (30) days after the date of expiration of this Agreement, all financial, performance and other reports required by this Agreement, and in addition, will cooperate in a program audit by City of Bremerton or its designee, (C) Closeout of funds will not occur unless all requirements of 24 CFR 92.507 and all outstanding issues with the general contractor and or subcontractor have been resolved to the satisfaction of the City. SECTION 13. VENUE AND CHOICE OF LAW Any ;action at law, suit in equity, or other judicial proceeding for the enforcement of this Agreement or any provisions thereof shall be instituted only in the Superior Court of the State of Washington, County of Kitsap. It is mutually understood and agreed that this Agreement shall be governed by the laws of the State of Washington, both as to interpretation and ,performance. SECTION 15. SEVERABILITY CLAUSE It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any law of the state where made, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. SECTION 15. INTEGRATED DOCUMENT This Agreement with any attachments constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. AGENCY: Il By: I w P� Sp►livs BrIlairf-rN, Lorax Ventures II LLC Date: 22 APPROVED AS TO FORM: BREMERTON CITY ATTORNEY CITY OF BREMERTON, WASHINGTON c Sarah Achaoui, CDBG/HOME Administrator BY Page 133 1 2017 S r cipient Agreement — [Lorax Ventures 11 LLC] INDEX TO CDBG AGREEMENT Article I. Project 1. Scope of Services 2. Project Description 3. Term of Agreement 4. Program Reporting 5. Reversion of Assets Article II. Financial Conditions 1. Budget and Compensation 2. Documentation of Costs and Other Financial Reporting 3. Reimbursement 4. Program Income Article III. Federal Conditions 1. Benefit to Low Income People 2. Uniform Administrative Requirements 3. Separation of Church and State 4. Non -Discrimination in Employment and Purchasing 5. Local Employment and Purchasing 6. Conflict of Interest 7. Displacement, Relocation, Acquisition and Replacement of Housing 8. Davis Bacon and Related Act 9. Lead Based Paint 10. Discrimination Prohibited 11. Architectural Barriers Act/Americans with Disabilities Act 12. Other Program Requirements Article IV. General Conditions 1. Compliance with Laws 2. Licensing and Program Standards 3. Insurance 4. Indemnity 5. Notices 6. Citizen Participation 7. Assignment and Subcontracting 8. Reservation of Rights 9. Amendments to Agreement 10. Failure to Perform 11. Termination 12. Close -Out 13. Venue and Choice of Law 15. Severability Clause 16. Integrated Document EXHIBITS A. Scope of Services B. Reporting C. Voucher Request for Reimbursement D. Project Budget Page 14 1 2017 Subrecipient Agreement - [Lorax Ventures 11 LLC]