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STAFF REPORT NO. 075-15 TO: Mayor and City Council DATE: 5/4/2015 FROM: Eric Holmes, City Manager Subject: Contract for the construction of Lincoln Place with HOME funds. Key Points: Provide funding for the Vancouver Housing Authority through the Lincoln Place LLC for the construction of 30 units of housing for chronically homeless individuals. Objective: To authorize the City Manager to sign an agreement between the City of Vancouver and the Vancouver Housing Authority. Background: The City approved HOME funding for Lincoln Place in 2014. Present Situation: The Vancouver Housing Authority received low-income housing tax credits for this project. The tax credits require that the contracts for construction be awarded to the Lincoln Place LLC. All City and HOME requirements are transferred to the LLC. Advantage(s):

• Ensures the continued availability of safe, decent, and affordable rental housing in our community.

Disadvantage(s): None Budget Impact: None Prior Council Review: 2014 CDBG/HOME Action Plan Workshop and hearing Action Requested: Authorize the City Manager or his designee to sign the agreement with Lincoln Place LLP. Attachment(s):

• Agreement

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2014 HOME – VHA Lincoln Place - $200,000

AGREEMENT BETWEEN

CITY OF VANCOUVER HOME Investment Partnerships & Community Development Block Grant

PO Box 1995 • Vancouver • Washington •98668-1995 www.cityofvancouver.us/cdbg

AND LINCOLN PLACE LLLP

Lincoln Place 2500 Main Street • Vancouver • Washington • 98660

Program/Services Funded: Lincoln Place Construction Project Address: 1351 W Lincoln Avenue, Vancouver, WA 98660 Funding Source & CFDA #: HOME Investment Partnerships Program – 14-239 Agreement Period: Upon Signature through December 31, 2016 Agreement Number: 2014-HOME-601404 Agreement Amount: $200,000 Agency Contact: Roy Johnson• (360) 993-9500 • [email protected] City Contact: Peggy Sheehan•(360)487-7952•[email protected]

This agreement consists of the following: • Signature page • Statement of work • Budget Summary • Timeline • Authorization Signature Card • General Terms and Conditions • Exhibit A: Quarterly Report; • Exhibit B: Request for Reimbursement; • Exhibit C: Detailed Project Budget;

• Exhibit D: Subsidy Limit Worksheet REFERENCE ONLY • AGENCY proposal for 2014 City of

Vancouver HOME funds • Current of HUD income limits and rent

limits • Environmental Review Record (ERR) for

the project when applicable • Deed, Note and Covenant

IN WITNESS WHEREOF, the parties agree to the terms and conditions of this Agreement and have caused this Agreement to be executed as of May 1, 2015, by their respective officers and agents thereunto duly authorized by signing below:

CITY OF VANCOUVER: LINCOLN PLACE LLLP:

Eric Holmes, City Manager Saeed Hajarizadeh, President Date: Date:

ATTEST: AGENCY TAX ID / DUNS NUMBER: 32-0431051 /

R. Lloyd Tyler, City Clerk; or Carrie Lewellen, Deputy City Clerk

APPROVED AS TO FORM: HOME PROGRAM:

Bronson Potter, City Attorney Peggy Sheehan, CED Programs Manager

http://www.cityofvancouver.us/cdbg

mailto:[email protected]


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Page 2 of 39 2014 HOME – VHA Lincoln Place - $200,000

STATEMENT OF WORK FOR Lincoln Place LLLP – Lincoln Place

PROJECT DESCRIPTION LINCOLN PLACE LLLP (AGENCY) is operating as an owner/developer for construction of a 30 unit low-income apartment complex which will be constructed at 1351 W Lincoln Avenue, Vancouver, WA 98660 using a combination of tax credits and HOME funding. As such AGENCY must comply with the requirements of 24 CFR 92, HOME Requirements, and the General Terms and Conditions in this contract. The intent of this Agreement is for the City of Vancouver (CITY) to loan the AGENCY $200,000 of HOME Investment Partnership funds to be used for construction of Lincoln Place, a 30 unit project providing permanent housing for the chronically homeless. All units will be studios. The site will be operated using the Housing First model. Twenty-four hour case management or crisis management will be provided onsite by a local service provider. TERMS The $200,000 will be provided in the form of a 0%-interest loan that matures on December 1, 2055 provided that the two HOME-assisted units remain affordable to households earning up to 60% of Area Median Income (AMI) throughout the loan term. PROJECT BUDGET The City will provide the AGENCY with funds in an amount not to exceed $200,000. The use of these HOME funds shall be expressly limited to the activities described in this Agreement. Any reduction in the total budget authority will be done after consultation with the AGENCY and will require a modification of this Agreement. Any funds unspent at the end of the Agreement period will be retained by the City for allocation to another HOME project, and a corresponding reduction to the principal amount due under the loan shall be made. PAYMENT PROVISIONS 1. The City will make loan disbursements to the AGENCY on a cost reimbursement basis. The

CITY will make payment to AGENCY as soon as practicable but not more than thirty (30) days after the AGENCY submits a Request for Reimbursement, unless other acceptable payment arrangements are agreed to by CITY and AGENCY. Request for Reimbursement shall include the following:

a. A summary of expenses incurred in support of all cost reimbursement statements of

work, by statement of work number, and accompanied by general ledger detail.

i. For direct costs, detail will include: • Salaries and benefits: name or employee ID number, salary/benefits paid, and

dates; • Other direct costs: vendor names, dates of service and amount; and

ii. For allocated costs, the AGENCY shall provide a copy of an allocation method or

plan to the City for review prior to the first invoice being reimbursed. The Cost Allocation Plan will define how direct, shared, and administrative costs are distributed.

iii. For administrative costs, the AGENCY shall comply with federal, state, and local

regulations. The basis for administrative changes shall be OMB Circulars A-122, 2

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Part 230 (Cost Principles for Non-Profits) and/or A-87, 2 Part 225 (Cost Principles for Local Governments).

b. For services that are also funded by a third party, the AGENCY shall provide a detailed

cost itemization by cost center and funding source. Detail shall identify which service or work was funded by the CITY and which by other parties.

2. The CITY will make payment to AGENCY as soon as practicable but not more than thirty

(30) days after said invoice is received and approved by the unless specific other acceptable payment arrangements are agreed to by CITY and AGENCY.

3. The AGENCY shall designate one or more representatives who will be legally authorized to sign the Request for Reimbursement Form provided and any other forms that may be required. The names of the liaison persons and representatives will be specified on the Authorization Signature Card.

REPORTING: The AGENCY shall submit the following quarterly progress reports as a condition for reimbursement for project costs incurred: 1. Quarterly Reports: Reports shall be submitted in the format provided by the CITY which is

attached as Exhibit A. The reports shall be due to the CITY on the 15th day after the end of the quarter. The quarterly reporting dates are:

• 1st Quarter – January, February, March – due on April 15th • 2nd Quarter – April, May, June – due on July 15th • 3rd Quarter – July, August, September – due on October 15th • 4th Quarter – October, November, December – due on January 15th

2. Quarterly Budgets vs. Actual Expenses: The AGENCY shall submit a quarterly budget(s) vs. actual expenses report, including supporting financial statements.

3. Board Minutes: The AGENCY shall provide a copy of the minutes from board meetings, if

any, for each quarter, including the financial statements. These can be attached to the quarterly reports.

4. Beneficiary Information: The AGENCY shall collect and maintain the following information:

• Total completed units • HOME-assisted units • Units meeting energy star standards; • Section 504 accessible units; • Units designated for persons with HIV/AIDS;

o Of those, the number for the chronically homeless; • Units designated for the homeless

o Of those, the number for the chronically homeless; • Unit Number for each HOME-assisted unit; • Number of bedrooms in each household assisted; • Total monthly rent of unit and tenant contribution for each occupied unit • Income level of assisted household (i.e., very low-income (0-30% of AMI), low-income

(31 to 50% of AMI), low/mod-income (50 to 60% of AMI). • Race of the head of household (White, Black/African American, Asian, American Indian/

Alaskan Native, Native Hawaiian/Other Pacific Islander, American Indian/Alaskan Native

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& White, Asian & White, Black/African American & White, American Indian/ Alaskan Native & Black/African American, Other multi-racial);

• If the head of household is Hispanic/Latino ethnicity; • Household size – number of persons in the household; • Household type (single/non-elderly; elderly; single parent; two parents; other) • Assistance type for each (Section 8, HOME TBRA), if applicable.

5. Project Completion: The AGENCY will provide documentation to the CITY showing that

the sources and value of its contribution to the project are equal to those specified in the attached Budget Summary. Upon submitting AGENCY final invoice and necessary documentation, the AGENCY shall complete and return the Financial Reconciliation and Close-Out Statement letter provided by the City.

TERM OF AGREEMENT 1. This Agreement is in effect for the period from the date signed by the City through

December 21, 2016. 2. HOME funds shall be accounted separately from other funds received by the AGENCY. CONDITIONAL COMMITMENT OF FUNDS Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that this Agreement does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt by the City of a release of funds from the United States Department of Housing and Urban Development (“HUD”) under 24 CFR 58, and the AGENCY’s securing the additional necessary funding to construct the project. The parties further agree that the provision of any funds to the project is conditioned on the City’s determination to proceed with, modify or cancel the project based on the results of a subsequent environmental review and the AGENCY securing the additional necessary funding to complete the project. The AGENCY is prohibited from undertaking or committing any funds to physical or choice-limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction, and may not execute a construction contract prior to the environmental clearance. The City acknowledges that environmental review of the property has been satisfactorily completed.

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HOME REQUIREMENTS RENTAL PROPERTY

AFFORDABILITY PERIOD Lincoln Place located at 1351 W Lincoln Avenue, Vancouver, WA 98660 will carry the requirement that the two HOME-assisted units remain affordable to people who at the time of their initial occupancy are at or below 60% of the Area Median Income established by HUD, for 40 years. The HOME affordability period is 20 years from the project completion date (defined below). Please note the City will issue a project completion certification that specifies the affordability period. During the HOME affordability period, all HOME requirements must be met and the City will be required to monitor the HOME-assisted units annually for compliance. The City of Vancouver has an additional 20-year affordability period during which the project must meet the property standards and income limits. The combined HUD and City of Vancouver affordability period will run through December 1, 2055. The City of Vancouver will insure the affordability period and requirements are met by recording deed and covenant restrictions. These documents will include details on the affordability period, loan terms, restrictions regarding foreclosure, deed in lieu of foreclosure, and transfer of ownership. UNIT DESIGNATION Lincoln Place consists of 30 studio rental units. The designated HOME units will consist of two units. All will be floating units meaning that units originally designated as HOME-assisted units may change over time. The number of HOME assisted units in the project may never be less than two (2) units. The units must be comparable, in size, features, and number of bedrooms to those units originally identified as HOME assisted units. See attached subsidy layering sheet. The AGENCY will maintain the number of floating HOME units. Floating units are designated to maintain conformity with the requirements during the period of affordability so that the total number of HOME-designated units remains the same throughout the period of affordability. Each floating HOME unit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME-assisted unit. AFFORDABLE RENTAL HOUSING QUALIFICATION HOME assisted units in a rental housing project must be only be occupied by households that are eligible low-income families. HOME assisted units must meet the following requirements to qualify as affordable housing: 1. Rent Limitation and Utility Allowances:

a. The City of Vancouver will issue the HOME rent schedule provided by HUD. The information is available at www.cityofvancouver.us/cdbg.

b. Only the utility allowance provided by the Housing Authority of the City of Vancouver shall be used.

2. Rent Schedule Approval: Prior to occupancy, the CITY shall review and approve rents proposed by the AGENCY. The rents must not exceed the maximum rent minus the monthly allowances for utilities and services. Any increase in rents for HOME-assisted units must be approved by the CITY prior to implementation, which approval will not unreasonably be withheld, conditioned or delayed. Increases in rents are subject to the provisions of outstanding leases, and in any event, the AGENCY must provide tenants of those units not less than 30 days prior written notice before implementing any increase in rents.


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3. Properties With Five or More HOME-assisted Units: For rental properties with five or more HOME-assisted units (regardless of the jurisdiction), at least 20 percent of the HOME-assisted rental units must be occupied by families who have annual gross incomes at or below 50 percent of area median income. These units must be rented at no more than the Low HOME Rents. The remaining units can be rented at no more than the High HOME Rents. Rents include utilities and must be reduced for tenant paid utilities.

4. Nondiscrimination against rental assistance subsidy holders. The AGENCY cannot refuse to lease HOME-assisted units to a Section 8 certificate, voucher holder or other comparable tenant assistance.

5. Tenant Income. a. All funds used for rental housing shall assist households who have an annual income

that is 60% of the area median income or less. b. The City of Vancouver shall provide the HUD income limits annually; the most

current HUD Income Limits found at www.cityofvancouver.us/cdbg. c. The income of each tenant must be determined initially and annually in accordance

with Part 5 Annual Income (24 CFR 5.609) and as detailed in the City of Vancouver CDBG/HOME Policies and Procedures.

6. Over-income tenants. a. Tenants who no longer qualify as low-income families must pay, as rent, the lesser of

the amount payable by the tenant under State law or 30 percent of the family’s adjusted income, except that tenants of HOME-assisted units that have been allocated low-income housing tax credits by a housing credit agency pursuant to section 42 of the Internal Revenue Code of 1986 (26 U.S.C. 42) must pay rent governed by section 42.

b. In addition, in projects in which the HOME units are designated as floating, over-income tenants are not required to pay as rent an amount that exceeds the market rent for comparable, unassisted units in the neighborhood.

c. Tenant income must be monitored annually, if an over-income tenant is residing in the floating unit, the next available unit must be rented to an income eligible tenant.

INSPECTIONS During the period of affordability, the CITY must perform on-site inspections of HOME-assisted rental housing no less than every three years to determine compliance with the property standards of 24 CFR 92.251 and to verify the information submitted by the owners in accordance with the requirements of 24 CFR 92.252. MATCH REQUIREMENTS Prior to the final voucher request, the AGENCY shall document any match expenditures committed in this Agreement. The match must meet the requirements of 24 CFR Part 92.218 - 92.222. Note: The City of Vancouver has excess match from previous years. PROGRAM INCOME The AGENCY shall follow the requirements of 24 CFR 92.503 regarding program income. The AGENCY shall immediately record the receipt of program income funded under this Agreement. Program income shall be reported but may be kept by the AGENCY. For Lincoln Place program income is defined as gross income directly generated from the use of HOME funds. When program income is generated by housing that is only partially assisted with HOME funds or matching funds, the income shall be prorated to reflect the percentage of HOME funds used. The AGENCY shall retain records of program income as long as program income is generated by a CDBG or HOME financed activity, subject to state and federal record retention.


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PROJECT COMPLETION Project completion means that: 1. All necessary title transfer requirements and construction work have been performed; 2. The project complies with the requirements of 24 CFR Part 92 (including the property

standards under § 92.251); 3. AGENCY has been reimbursed for all costs; and 4. AGENCY has submitted the beneficiary information. Upon completion the City will issue a certificate identifying that the project is complete and the dates of the HOME required affordability period. PROPERTY STANDARDS 1. Housing that is constructed or rehabilitated with HOME funds must meet all applicable local

codes, rehabilitation standards, ordinances, and zoning ordinances at time of project completion.

2. All HOME assisted housing shall meet the CITY’s written housing rehabilitation standards to ensure housing is decent, safe, and sanitary.

3. Housing that is assisted with HOME funds shall, at a minimum be maintained in compliance with State and local housing quality standards and code requirements and if there are no such standards or code requirements, the housing must meet the standards in 24 CFR 982.401.

4. The following are considered suitable for HOME-assisted housing: built in dishwasher, washer/dryer, refrigerator, stove, air conditioner, and furnace. Items not eligible for HOME funding include but are not limited to window blinds, draperies, furniture, lamps, icemakers, stand-alone freezers, and jetted bathtubs.

. TENANT PROTECTION 1. The lease between a tenant and an owner of rental housing assisted with HOME funds must

be for not less than one year, unless by express mutual agreement between the tenant and the owner, and may not contain any of the provisions enumerated at 24 CFR 92.253 (Tenant and Participant Protections).

2. The AGENCY shall adopt written tenant selection policies and criteria that meet the requirements of 24 CFR 92.253(d). The policies must: • be consistent with the purpose of providing housing for very low-income and low- income

families; • be reasonably related to program eligibility and the applicants’ ability to perform the

obligations of the lease; • provide for the selection of tenants from a written waiting list in the chronological order of

their application, insofar as is practicable; and • give prompt written notification to any rejected applicant of the grounds for any rejection.

3. An owner may not terminate the tenancy or refuse to renew the lease of a tenant of rental housing assisted with HOME funds except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; for completion of the tenancy period for transitional housing; or for other good cause. To terminate or refuse to renew tenancy, the owner must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of the tenancy.

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4. The lease may not contain any of the following provisions: • Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner

in a lawsuit brought in connection with the lease; • Agreement by the tenant that the owner may take, hold, or sell personal property of

household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The owner may dispose of this personal property in accordance with State law;

• Excusing owner from responsibility. Agreement by the tenant not to hold the owner or the owner’s agents legally responsible for any action or failure to act, whether intentional or negligent;

• Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant;

• Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties;

• Agreement by the tenant to waive any right to a trial by jury; • Agreement by the tenant to waive the tenant’s right to appeal, or to otherwise challenge

in court, a court decision in connection with the lease; and • Agreement by the tenant to pay attorney’s fees or other legal costs even if the tenant

wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses.

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BUDGET

Lincoln Place LLLP – Lincoln Place

Funds Committed

:

Funds Committed:

Funds Committed

:

Funds Committed:

TOTAL CITY Yes

Yes

Yes

Yes X

BUDGET CATEGORIES

PROJECT HOME No

No

No

No

COST FUNDING State Local County VHA

funds Construction/ Rehabilitation

Construction Contingency

Project Management/ Development Fees

TOTAL PROJECT

COST

By signing below AGENCY acknowledges the review and approval of the budget listed above and in Exhibit ‘C’. _____________________________________ ___________________ Name Date _____________________________________ Title

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PROJECT SCHEDULE Lincoln place LLLP – Lincoln Place

SEE ATTACHED

ACTIVITY SCHEDULED DATE Construction Documents ATTACHED Bid Process ATTACHED Award / Sign Contract ATTACHED Mobilize Project Site ATTACHED

Construction ATTACHED Float – Weather ATTACHED Punch list ATTACHED Closeout ATTACHED

By signing below AGENCY acknowledges the review and approval of the timeline listed above. _____________________________________ ___________________ Name Date _____________________________________ Title

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AUTHORIZATION SIGNATURE CARD Lincoln Place LLLP – Lincoln Place

Organization Name Lincoln Place LLLP Address 2500 Main Street City, State, Zip Vancouver, Washington 98660 Telephone Number (360) 993-9500 Fax (360) SIGNATURE OF INDIVIDUALS AUTHORIZED TO SIGN FINANCIAL DOCUMENTS: An authorized signature is required on financial documents. It is suggested that two or more persons be authorized so that one could sign in the absence of the other(s).

NAME SIGNATURE Saeed Hajarizadeh, President I certify that the signatures above are of the individuals authorized to execute financial documents for Lincoln Place LLLP. Organization name Date Signature of Authorized Official Title of Authorized Official *Note: The authorized official may not approve their own signature above

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GENERAL TERMS AND CONDITIONS HOME FUNDING

The CITY is a participating jurisdiction for HOME Investment Partnership Program funds under the Cranston-Gonzalez National Housing Affordable Housing Act of 1990 (the Act), Pub. L. 93-383, as amended, and receives HOME funds for the purpose of carrying out eligible housing activities under the Act and under regulations issued by the Department of Housing and Urban Development (HUD) under 24 CFR Part 92. The CITY has agreed to cooperate in the undertaking of specified activities listed in the aforementioned Statement of Work, and the CITY desires to have services performed by the AGENCY as described within this Agreement and the AGENCY’s proposal for the purpose of implementing eligible activities under the Act(s) and HUD regulations. The AGENCY further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. ACCESS, MONITORING, INSPECTIONS AND EVALUATION In addition to the monitoring requirements of the program, and so that the CITY can comply with Office of Management and Budget circulars and state and federal grant requirements for monitoring, the CITY, and duly authorized officials of the state and federal government, shall have the right of access to and the right to examine or transcribe any records, books, financial statements, papers and documents relating to the project. The records and documents with respect to all matters covered by this Agreement will be subject at all times to inspection, review or audit by the city, federal or state officials so authorized by law during the performance of this Agreement and during the period of retention specified in these General Terms and Conditions. This may include contracts and agreements the AGENCY has with other entities in fulfillment of this Agreement, or for similar activities. The AGENCY shall furnish reports, statements, records, data and other information to the CITY, state, federal, or other funding agencies at such times and on such forms as are specified by each contract and are supplied by the City. The AGENCY agrees to cooperate and participate in the CITY’s monitoring and evaluation process. Monitoring and evaluation will be conducted to ensure program fiscal accountability and effective use of funds. The AGENCY will be notified in advance of any monitoring and/or evaluation site visits; however, the CITY reserves the right to conduct on-site visits without prior notification to the AGENCY as deemed necessary. Copies of the monitoring and program evaluation instruments will be provided to the AGENCY upon written request. The AGENCY agrees that the CITY retains the right to conduct on-site inspections during the period of affordability, in accordance with 24 CFR 92.504. ACCESSIBILITY The AGENCY shall comply with all federal requirements issued pursuant to compliance with 24 CFR Part 8, Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against individuals with disabilities or handicaps in any federally assisted program.

• New construction or rehabilitation projects shall have a minimum of five percent of the total project units (but not less than one unit) accessible to persons with mobility impairments and an additional two percent minimum of the units (but not less than one unit) accessible to persons with sensory impairments.

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• All common spaces in the project must be made accessible in accordance with the Uniform Federal Accessibility Standards (UFAS).

• For multifamily housing, the number of units that must be made accessible to persons with mobility-impairments and the number of units that must be accessible to persons with sensory impairments must be in accordance with UFAS. AGENCY shall comply with 24 CFR 8.22, 8.23 and 8.29 related to determining the number of units that must be made accessible.

• For rental housing, owners and managers of properties with accessible units must develop procedures so that information regarding the availability of accessible units reaches eligible persons with disabilities. The policies are to ensure that reasonable, nondiscriminatory steps are taken such that accessible units that become available are offered first to persons with disabilities that require the accessibility features.

• For homeownership housing, the owner must make any necessary alterations in order to make a unit accessible to and usable by a prospective buyer with a disability.

ADMINISTRATION AND COORDINATION 1. The AGENCY will appoint a liaison who will be responsible for overall administration of

contracted/funded project(s) and coordination with the CITY. The AGENCY shall notify the CITY of the liaison name and contact information. The AGENCY will also designate one or more representatives who will be legally authorized to sign the Request for Reimbursement Form and any other forms which may be required.

2. The project will be coordinated by the AGENCY staff in compliance with all other federal, state and local laws. The AGENCY will perform all necessary and customary functions in the management and supervision of AGENCY personnel for all work performed under this Agreement. The AGENCY shall be responsible for compensation of the AGENCY staff with the AGENCY funds for all work performed under this Agreement.

ADMINISTRATIVE REQUIREMENTS

The AGENCY shall comply with the following requirements and standards:

1. For governmental and public agencies:

• OMB Circular A-87, 2 Part 225, “Cost Principles for State and Local Governments”

• 24 CFR 85, “Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments”.

• OMB Circular A-133, “Audits of State and Local Governments and Non-Profit Organizations”

2. For non-governmental agencies:

• OMB Circular A-122, 2 Part 230, “Cost Principles for Non-Profit Organizations” • 24 CFR 84, “Grants and Agreements with Institutions of Higher Education,

Hospitals, and Other Non-Profit Organizations”. • OMB Circular A-133, “Audits of State and Local Governments and Non-Profit

Organizations” AFFIRMATIVE MARKETING FOR HOUSING – 5 OR MORE HOME ASSISTED UNITS The CITY reserves the right to review the records that document the AGENCY’s affirmative marketing actions on an annual basis, and the AGENCY must take corrective actions when the affirmative marketing requirements are not met, in accordance with 24 CFR 92.351 (a)(2)(v).

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The AGENCY must submit for approval by the CITY affirmative marketing procedures and requirements for rental and homebuyer projects containing five or more HOME assisted housing units. The AGENCY also reserves the right to amend the affirmative marketing procedures, and notify the CITY of the changes, without an amendment to the written agreement. Affirmative marketing steps consist of actions to provide information and otherwise attract eligible persons in the housing market area to the available housing without regard to race, color, national origin, sex, religion, familial status or disability. (The affirmative marketing procedures do not apply to families with Section 8 tenant-based rental housing assistance or families with tenant-based rental assistance provided with HOME funds.) The affirmative marketing requirements and procedures adopted must include:

1. Methods for informing the public, owners, and potential tenants about federal fair housing laws and the participating jurisdiction’s affirmative marketing policy (e.g., the use of the Equal Housing Opportunity logotype or slogan in press releases and solicitations for owners, and written communication to fair housing and other groups);

2. Requirements and practices each owner must adhere to in order to carry out the participating jurisdiction’s affirmative marketing procedures and requirements (e.g., use of commercial media, use of community contacts, use of the Equal Housing Opportunity logotype or slogan, and display of fair housing poster);

3. Procedures to be used by owners to inform and solicit applications from persons in the housing market area who are not likely to apply for the housing without special outreach (e.g., use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies);

4. The AGENCY staff with the AGENCY funds for all work performed under this Agreement.

AMENDMENTS OR MODIFICATION Either party may request an amendment or modification to this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization. Such amendments shall not invalidate this Agreement, nor relieve or release the parties from its obligations under this Agreement. ANTI-LOBBYING By signing this Agreement the AGENCY certifies that, to the best of its knowledge and belief:

1. No federal funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement;

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it

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will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and

3. It will require that the language of paragraph 4 of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

4. Lobbying Certification: This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

APPLICABILITY OF LAW All agreements and contracts are and shall be construed as being executed and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that all Agreements and contracts shall be governed by laws of the State of Washington, both as to interpretation and performance. ASSIGNMENT OF SUBCONTRACTING

1. The AGENCY will not assign or transfer any portion of this Agreement (whether by assignment or novation) without the written consent of the CITY, and it is further agreed that said consent must be sought by the AGENCY not less than fifteen (15) days prior to the date of any proposed assignment. Notwithstanding anything to the contrary in this Agreement, the following shall not be considered a transfer, sale or change of use and shall not trigger CITY's right to declare any amounts due and payable:

a. A transfer of a limited partnership interest in the AGENCY or its assigns;

b. The transfer of a security interest in the Property for purposes of financing or refinancing done with the knowledge and consent of the CITY, which consent shall not be unreasonably withheld, conditioned or delayed;

c. A sale, transfer or assignment of AGENCY’s interest in the Property to a 501(c)(3) organization or governmental entity reasonably acceptable to the CITY and that is accepted by the City prior to transfer;

d. The transfer of AGENCY's interest in the Property to the Housing Authority of the City of Vancouver; and

e. The transfer of a leasehold interest to a residential tenant in the ordinary course of AGENCY's business.

CITY agrees and acknowledges that the withdrawal (not including a voluntary withdrawal allowed by AGENCY's partnership agreement or a voluntary withdrawal with the consent of the limited partner of the general partner of AGENCY), or removal of AGENCY's general partner of AGENCY for cause pursuant to the terms of AGENCY's partnership agreement shall not be considered a transfer, sale or change of use (and shall not be grounds for acceleration of the maturity of the loan made pursuant to this Agreement) provided that the substitute general partner that is acceptable to CITY is admitted to AGENCY within 180 days thereafter. CITY further agrees and acknowledges that the sale, transfer, assignment or exchange of all or a portion of the limited partner’s interest in AGENCY shall not require CITY's

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consent and shall not constitute a transfer, sale or change of use for purposes of this Agreement and shall not be grounds for acceleration of the maturity of the loan made pursuant to this Agreement.

2. Any work or services assigned or subcontracted hereunder will be subject to each provision of this Agreement. The AGENCY agrees that it is as fully responsible to the CITY for the acts and omissions of its subcontractors and of their employees and agents, as it is for the acts and omissions of its own employees and agents.

3. Selection Process. The AGENCY shall undertake to ensure 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.

BUDGET The AGENCY will apply the funds received from the CITY under this Agreement in accordance with the Budget Summary in the Statement of Work. Any line item expenditure that will exceed 10% of its allocated HOME funding will require an Agreement modification. Requests for budget revisions will specifically state the reasons for the requested increase and, if applicable, a justification for the corresponding decreases in another category. The AGENCY agrees to the following standards in satisfactorily performing the terms and conditions of all subsequent contracts: 1. Payment for services shall be made on a cost-reimbursement basis unless otherwise

specified in the contract.

2. No payment shall be made for any service rendered by the AGENCY except for services within the scope of each contract, and all funds received must be used for services as identified in the contract.

3. In the event the federal, state, CITY or Independent Auditors determine that the AGENCY has requested and received payment from the CITY for expenses or services that are outside the scope of a contract and/or not allowable by federal, state and/or CITY rules and regulations, the CITY reserves the right to withhold or suspend payment to the AGENCY until such time as the disallowed costs are recovered and the corrective action process has been completed.

CERTIFICATION OF DEBARMENT 1. The AGENCY shall comply with subpart C of the OMB guidance in 2 CFR Part 180, as

supplemented by HUD at 2 CFR 2424.

2. The AGENCY certifies, by signing this Agreement, that neither the AGENCY nor its principals, officers, employees and subcontractor(s) are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or Agency.

3. The AGENCY agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the City.

4. The AGENCY further agrees by signing this Agreement that it will include a clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” in all subcontracts and in all solicitations.

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5. The AGENCY shall provide certification of the above to the City within thirty days of the start of this Agreement, and maintain evidence of compliance in personnel files or with the subcontractor’s documents. Certification/Evidence can be obtained by visiting the following website: http://www.sam.gov .

COMMENCEMENT OF PROJECT Upon release of project-related funds by HUD pursuant to 24 CFR Part 58 (Environmental Review Procedures), the CITY will furnish the AGENCY with written notice to proceed. No work on the project shall occur prior to the Notice to Proceed without prior written approval from the CITY. COMMUNITY INFORMATION The AGENCY will perform all necessary and appropriate community information activities. Those activities shall be documented in the quarterly reports with attachment of any written materials that support the activities. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 1. “Confidential Information” as used in this section includes:

• All material provided to the AGENCY by the CITY that is designated as “confidential” by the CITY;

• All Personal Information in the possession of the AGENCY that may not be disclosed under state or federal law. “Personal Information” includes but is not limited to information related to a person’s name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver’s license number and other identifying numbers, and “Protected Health Information” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA).

2. The AGENCY shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The AGENCY shall use Confidential Information solely for the purposes of this Agreement and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of the CITY or as may be required by law. The AGENCY shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the AGENCY shall provide the CITY with its policies and procedures on confidentiality. The CITY may require changes to such policies and procedures as they apply to this Agreement whenever the CITY reasonably determines that changes are necessary to prevent unauthorized disclosures. The AGENCY shall make the changes within the time period specified by the CITY. Upon request, the AGENCY shall immediately return to the CITY any Confidential Information that the CITY reasonably determines has not been adequately protected by the AGENCY against unauthorized disclosure.

3. Unauthorized Use or Disclosure. The AGENCY shall notify the CITY within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.

CONFLICT OF INTEREST The AGENCY shall follow the applicable sections of 24 CFR 92.356 and 24 CFR 84.42 regarding conflict of interest.

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1. Interest of Officers, Employees, or Agents. The AGENCY shall ensure that no officer, consultant, elected or appointed official, employee, or agent of the City or the AGENCY who exercises any functions or responsibilities in connection with the planning and carrying out of the CITY funded Program, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a HOME assisted activity, or have a financial interest in any contract, subcontract, or agreement with respect to the HOME assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter.

2. Interest of Subcontractor and Their Employees. The AGENCY agrees that it shall

incorporate into every subcontract and made pursuant to this Agreement the following provisions, where the term “AGENCY” refers to a subcontractor of the AGENCY:

The AGENCY covenants that no person, who presently exercises any functions or responsibilities in connection with the HOME Program, has any personal financial interest, direct or indirect, in this Agreement. The AGENCY further covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services hereunder. The AGENCY further covenants that in the performance of this Agreement no person having any conflicting interest shall be employed. Any potential conflict of interest on the part of the AGENCY or its employees must be disclosed to the Agency and the City.

CONFORMANCE If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. CONSTRUCTION REQUIREMENTS 1. The AGENCY will submit to the CITY all project components, including plans, specifications,

bid documents, RFPs, RFQs, estimates and change orders, that will be paid with HOME funds for review and comment at least ten (10) working days prior to requesting bids for construction.

2. All specifications and drawings will be in conformance with current the engineering and design standards of the jurisdiction where the project is located, and with the general specifications set forth in the AGENCY’s application for this project. All plans, specifications, and drawings shall be completed, stamped and signed by a licensed professional architect, landscape architect, or engineer.

3. The AGENCY shall obtain all necessary and appropriate land use permits, zoning approvals, and any other permits and approvals required by local, City, state and federal law.

4. All appliances in HOME assisted units shall have earned the Energy Star rating (Energy Star appliances).

5. In the event not all improvements can be made with the project funds, the City, in consultation with the AGENCY, shall determine the priority of the improvements to be made.

6. The AGENCY will provide documentation to the City at project completion showing that the project activities were completed in accordance with this Agreement and the specifications of the Construction Documents, and will provide a copy of the cost certification.

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COPYRIGHT If this Agreement results in any copyright material, City reserves the right to royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work for governmental purposes. This requirement must be incorporated into all AGENCY subcontracts. CORRECTIVE ACTION The AGENCY is required to meet all of the terms and conditions in this Agreement and subsequent Amendments’, and to perform as required in the agreement(s). Should an Agreement violation or a performance deficiency be identified by the CITY, the AGENCY will receive a written notice for corrective action unless the CITY determines termination. The AGENCY must submit a corrective action plan within thirty (30) days from the written notice by the CITY. In the case of a material breach, however, the CITY may require an immediate corrective action plan and its implementation, in lieu of termination. The CITY will approve or disapprove the AGENCY’s corrective action plan in writing, within fourteen (14) days of receipt of the plan. If approved, the AGENCY will be required to implement the plan and ensure correction of the deficiency. If the AGENCY does not correct the deficiency, submit a corrective action plan within thirty (30) days, or the CITY deems the plan unsatisfactory, the CITY will take the necessary action. Such action may include, but is not limited to, reduction in AGENCY payment or termination in whole or in part of the Agreement. All corrective action correspondence shall be delivered by certified mail, return receipt requested. COUNCIL APPROVAL The project was funded by the Vancouver City Council (through recommendation by the Grant Review Committee) based on the information supplied in the AGENCY’s CDBG/HOME application. The CDBG & HOME application and the information represented in it, and policies and procedures manual, are made a part of this Agreement by this reference. COVENANT AGAINST CONTINGENT FEES The AGENCY warrants that no person or selling agency will be employed or retained to solicit or secure a contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. The CITY shall have the right, in the event of breach of this clause by the AGENCY, to annul any contract without liability or in its discretion, to deduct from the contract price or consideration or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee, or seek such other remedies as are legally available. DISALLOWED COSTS The AGENCY is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. DISPLACEMENT, RELOCATION, AND ACQUISITION 92.353 The AGENCY shall ensure that it has taken all reasonable steps to minimize the displacement of persons, (families, individuals, businesses, nonprofit organizations and farms) as a result of a project assisted with HOME funds. To the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit in the building/complex upon completion of the project. The AGENCY shall comply with Section 104(d) of the Housing and Community Development Act of 1974, which requires the one-for-one replacement of all occupied or vacant available low/moderate-income dwelling units demolished or converted to a use other than low/moderate-income dwelling units as provided in 24 CFR 42.375.

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Any acquisition, demolition, or conversion to another use of real property assisted under this Agreement shall comply with Section 104(d) of the Housing and Community Development Act of 1974, and the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) 42 U.S.C. 4201-4655, and the implementing regulations at 49 CFR Part 24, 24 CFR 92.352 and 24 CFR Part 42. A displaced person must be provided relocation assistance at the levels described in the citations listed in this section, and in accordance with the requirements of the URA cited above. must be advised of his or her rights under the Fair Housing Act and, if the comparable replacement dwelling used to establish the amount of the replacement housing payment to be provided to a minority person is located in an area of minority concentration, the minority person also must be given, if possible, referrals to comparable and suitable, decent, safe, and sanitary replacement dwellings not located in such areas. The AGENCY shall follow the applicable sections of 24 CFR 42 and 24 CFR 92.353 regarding displacement and relocation. The AGENCY shall notify the City at least 45 days before any acquisition, demolition or conversion of any housing unit when HOME funds are involved. DRUG-FREE WORK PLACE The AGENCY shall provide a copy of policies and procedures according to 92.350(a) that certify that it will, or will continue to, provide a drug-free workplace. DUPLICATION OF COSTS The AGENCY certifies that work performed under this Agreement does not duplicate any work to be charged against any other Agreement, Contract, Statement of Work, or other source. ENFORCEMENT In accordance with 24 CFR 85.43, suspension or termination may occur if the AGENCY materially fails to comply with any term of the agreement. The CITY may permit the agreement to be terminated for convenience in accordance with 24 CFR 85.44. 2. Effects of Suspension and Termination. Costs to the AGENCY resulting from obligations

incurred by the AGENCY during a suspension or after termination of an award are not allowable unless the CITY expressly authorizes them in the notice of suspension or termination. Other AGENCY costs during suspension or after termination which are necessary and not reasonably avoidable are allowable if:

a. The costs result from obligations which were properly incurred by the AGENCY before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are non-cancellable; and

b. The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect.

3. Hearings and Appeals. In taking an enforcement action, the CITY will provide the AGENCY an opportunity for such hearing, appeal, or other administrative proceedings to which the AGENCY is entitled under any statute or regulation applicable to the action involved.

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4. Relationship to Department and Suspension. The enforcement remedies identified in this section, including suspension and termination, do not preclude the AGENCY being subject to “Debarment and Suspension” under E.O. 12549.

5. Remedies for Noncompliance. If the AGENCY materially fails to comply with any terms of this Agreement whether stated in a federal statute or regulation, a notice of award, or elsewhere, the CITY may take one or more of the following actions, as appropriate in the circumstances:

a. Temporarily withhold cash payments pending correction of the deficiency by the AGENCY or more severe enforcement action by the CITY;

b. Disallow (that is, deny both use of funds and matching credit for) all parts of the activity or action not in compliance;

c. Wholly or partly suspend or terminate the current award for the AGENCY’s program;

d. Withhold further awards for the program; or

e. Take other remedies that may be legally available.

ENTIRE AGREEMENT The parties agree that this Agreement is the complete expression of the terms hereto, and any oral representations or understanding not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize that time is of the essence in the performance of this Agreement. The parties agree that the forgiveness of non-compliance with any provision of this Agreement constitute a waiver of the provisions of this Agreement. ENVIRONMENTAL REVIEW 1. National Environmental Policy Act and Related Laws and Authorities as Implemented. The

City has completed an environmental review for the project in accordance with the National Environmental Policy Act (NEPA), as implemented by HUD’s Environmental Review Procedures at 24 CFR 58. The AGENCY shall ensure that all activities related to this Agreement (including those that are paid for entirely with local or other funds) including property acquisition, construction, and use of the property/facilities are conducted in accordance with the project scope, as defined in the ERR, and in accordance with the conditions set out in the ERR.

2. Historical or Cultural Artifacts. In the event that historical or cultural artifacts are discovered at the project site during construction or rehabilitation, the AGENCY or subcontractor shall immediately stop construction and notify the local historical preservation officer and the state historic preservation officer at the Department of Archaeology and Historic Preservation at (360) 586-3065.

3. Satisfaction of Environmental Requirements. Project execution under this Agreement by the City or the AGENCY shall not proceed until satisfaction of all applicable NEPA requirements.

4. Historic Preservation. The AGENCY will meet the historic preservation requirements of Public Law 89-665 and the Archeological and Historic Preservation Act of 1974 (Pub. L. 93-291) and Executive Order 11593, including the procedures prescribed by the Advisory Council on Historic Preservation in the Regulations at 36 CFR Part 800. Activities affecting property listed in or found to be eligible for inclusion in the National Register of Historic

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Places will be subject to the requirements set forth in the HUD Environmental Review Procedures at 24 CFR Part 58.

EXTENSION OF THE TERM OF AGREEMENT If, in the determination of the CITY, a time extension is necessary or appropriate, an extension of the term of Agreement may be granted. Any extension request must be in writing and addressed to the Community and Economic Development Programs Manager. FAITH-BASED ACTIVITIES The AGENCY shall comply with the requirements of 24 CFR 92.257 and shall ensure that funds provided under this Agreement shall not be utilized for inherently religious activities such as worship, religious instruction, or proselytization. FEDERAL FUNDING REQUIREMENTS Any federal funds received under this agreement will have a Catalog of Federal Domestic Assistance (CFDA) Number identified in the contract. AGENCY's that receive federal funds shall comply with all grantor requirements including but not limited to those detailed or incorporated into the contract and detailed in the Catalog of Federal Domestic Assistance. The AGENCY certifies that it is aware of or will review the appropriate section of the CFDA and the relevant Code of Federal Regulations and other documents referenced in either the CFDA or in the contract that provides guidance to compliance with federal requirements regarding these funds. FIRE PROTECTION AND SAFETY STANDARDS AGENCY shall comply with the Fire Administration Authorization Act of 1992, which prohibits the use of housing assistance in connection with certain assisted and insured properties, unless various fire protection and safety standards are met. Section 31(e) of the Fire Administration Authorization Act of 1992 provides that the federal requirements mandated by the Act shall apply, unless the State or local jurisdiction in which the property is located has more stringent prevention and control standards. Depending upon the specifics of the project the AGENCY shall follow one of the items outlined below. 1. Any newly constructed multi-family housing of four stories or more assisted with HOME

funds shall be equipped with automatic sprinkler systems and hard-wired smoke detectors. Hard wired smoke detectors must be installed in accordance with the National Fire Protection Association Standards (NFP) 72. Automatic sprinkler systems must be in compliance with NFPA standards 13, 13D, or 13R as appropriate (or successor standards) and must include an alarm signaling system with appropriate warning signals installed in accordance with NFPA standard 72 (or successor standard) to the extent such alarm system and warning are required.

2. Any rebuilt multi-family housing of four or more stories shall be brought into compliance with

the Chapter on existing apartment buildings of NFPA 101 (also known as the Life Safety Code).

3. Any HOME housing assistance including multi-family housing units of less than four stories and single family housing shall be protected by a hard wired or battery operated smoke detector installed in accordance with NFPA 72. Section 31(e) of the Fire Administration Authorization Act of 1992 (P.L. 102-522) provides that the federal requirements mandated by the Act shall apply, unless the state or local jurisdiction in which the property is located has more stringent prevention and control standards.

FISCAL AUDIT

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1. The AGENCY is required to comply with Generally Accepted Accounting Principles (GAAP) or Governmental Generally Accepted Accounting Principles (GGAAP) and meet the financial management systems requirements of the Agreement.

2. The requirement may be met by submission of semi-annual financial reports based upon the mid-point and of the AGENCY’s fiscal year. These reports shall be submitted within forty-five days of the mid-point and end of the AGENCY’s fiscal year. The financial reports shall include:

• For Profit Agencies. A Balance Sheet, Income Statement, and Statement of Cash Flows. • Non-Profit Agencies. A Statement of Financial Position and Statement of Activities. A

Statement of Changes in Net Assets and the Statement of Cash Flows shall also be provided at mid-point, if available. If not, at the end of the AGENCY’s fiscal year.

• Public Entities. Exempt from the semi-annual financial reporting requirement.

3. Copies of independent audit reports shall be submitted to the CITY. Copies of other financial records may be required.

4. If the AGENCY expends $500,000 or more in federal funds during the fiscal year, an audit report may be required.

5. For Profit Agencies. An independent audit, an independent limited scope audit or other evidence negotiated with and approved by the CITY that provides positive assurance of meeting GAAP or GGAAP. Independent audits for fiscal years that include this Agreement shall be completed and submitted to the CITY within nine months from the end of the AGENCY’s fiscal year unless otherwise approved by the CITY in writing.

6. Non-Profit Agencies and Public Entities. The audit report must meet OMB Circular A-133 requirements with assurances of financial record keeping that will enable identification of all federal funds received and expended by the OMB Catalog of Federal Domestic Assistance number. Revised OMB A-133 requires the AGENCY to provide the auditor with a schedule of Federal Expenditure for the fiscal year(s) being audited. A-133 Audits for fiscal years that include this Agreement shall be completed and submitted to the CITY within nine months from the end of the AGENCY’s fiscal year unless otherwise approved by the CITY in writing.

7. If applicable, the AGENCY shall include a corrective action plan for audit findings and a copy of any management letters. Failure to fulfill this requirement may result in corrective action, including withholding payment until the financial information or audit is received.

FUNDING ALTERNATIVES AND FUTURE SUPPORT The CITY makes no commitment to future support, and assumes no obligation for future support, of the activities contracted for herein, except as expressly set forth in this Agreement.

Should anticipated sources of revenue not become available to the CITY, the CITY will immediately notify the AGENCY in writing and the CITY will be released from all contracted liability for that portion of the Agreement covered by funds not received by the CITY.

HOLD HARMLESS AND INDEMNIFICATION 1. The AGENCY further agrees that it is financially responsible (liable) for any audit exception

which occurs due to its negligence or failure to comply with the terms of the Agreement or CITY program policy. The AGENCY does release, indemnify, and promise to defend and save harmless the CITY, its elected officials, officers, employees and agents from and against any and all liability, loss, damages, expense, action and claims, including costs and reasonable attorneys' fees incurred by the CITY, its elected officials, officers, employees

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and agents in its defense thereof, asserting or arising directly or indirectly on account of or out of the performance of service pursuant to this Agreement.

2. In making such assurances, the AGENCY specifically agrees to indemnify and hold harmless the CITY from any and all bodily injury claims brought by employees of the AGENCY and expressly waives its immunity under the Industrial Insurance Act as to those claims which are brought against the CITY. Provided, however, this paragraph does not purport to indemnify the CITY against the liability for damages arising out of bodily injuries to person or damages caused by or resulting from the sole negligence of the CITY, its elected officials, officers, employees and/or agents.

INSURANCE The AGENCY shall obtain evidence of general casualty (commercial liability) insurance to protect against legal liability arising out of activities associated with this Agreement. The insurance shall include a Products/Completed Operations aggregate. Such insurance shall provide a minimum of $1,000,000 per occurrence and $2,000,000 per general aggregate limit with a maximum deductible of $10,000. 1. If the AGENCY uses motor vehicles in conducting activities under this Agreement, liability

insurance covering bodily injury and property damage shall be provided either through a self-insurance program or through a commercial insurance policy. Such insurance shall have minimum limits of $500,000 per occurrence, combined single limit for bodily injury liability and property damage with no aggregate limit.

2. The AGENCY shall ensure that every officer, director, or employee who is authorized to act on behalf of the AGENCY for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be bonded or be covered by fidelity insurance to provide protection against loss. The insurance or bond must be secured for the term of the Agreement and must name the City as beneficiary. The bond or certificate shall show the bonding or insurance coverage, the designated beneficiaries, who is covered, and the amounts. If the AGENCY chooses to purchase fidelity insurance, the coverage must include employee theft per loss, employee theft per employee, and theft (disappearance and destruction).”

3. The AGENCY shall require its subcontractors whose employees are providing work, labor or materials under this Agreement and who are subject employers under the Washington State Industrial Insurance law (RCW 51.04) to comply with RCW 51.04.120 (Certificate of coverage required) and WAC 296-17-31004 (Coverage requirements) and to provide proof of coverage with limits of not less than $100,000 for each accident.

4. The AGENCY shall require any architect, engineer, land surveyor, or other licensed professional to obtain and maintain a professional Errors and Omissions insurance policy to protect against legal liability arising out of contract activity. Such insurance shall provide a minimum of $2,000,000 per occurrence, with a maximum deductible of $5,000.

5. The AGENCY shall purchase and maintain property insurance for all structures improved or constructed with funds under this agreement. Property insurance shall be in the amount of the initial construction contract as well as subsequent modifications thereto for all construction at the site on a replacement costs basis. For new construction, property insurance shall be on an all-risk form (builder’s all-risk) and shall insure against the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false work, temporary buildings and debris removal.

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6. The AGENCY shall purchase ALTA title insurance for any property purchase made under this agreement. Title insurance shall name the AGENCY and the City, and shall be in an amount not less than the amount of HOME funds provided under this agreement.

7. The AGENCY shall purchase an ALTA Extended Coverage 1970 form (with 1984 amendments) loan policy of title insurance in the amount of the loan. The policy shall name the City as beneficiary.

8. The AGENCY shall purchase and maintain fire and extended coverage insurance policies for all structures improved or constructed with funds under this agreement. The fire and extended coverage insurance policies shall be in the amount of 100% of the insurable value of the structure and improvements.

9. All insurance purchased and maintained shall be from a company with a current minimum best rating of VII-A.

10. Prior to starting any activity covered by this Agreement, the AGENCY shall provide the City with a copy of all required insurance instrument(s) or certification of the same from the insurance issuing agency or, if appropriate, evidence of self-insurance. The insurance instrument(s) shall show the coverage, period and amount of coverage submitted on an ACORD form and shall name City of Vancouver as an additional insured. The policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits without a 30 day written notice by certified mail (return receipt requested) to the City of Vancouver CDBG & HOME Program. Cancellation of policy is grounds for termination of this Agreement.

INTERNAL CONTROLS AND ACCOUNTING SYSTEM The AGENCY shall establish and maintain a system of accounting and internal controls which complies with applicable generally accepted accounting principles and governmental accounting and financial reporting standards. LABOR STANDARDS In accordance with 24 CFR 92.354(a), for construction or rehabilitation projects with 12 or more HOME-assisted units, the AGENCY agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Federal Labor Act (40 U.S.C. 276a-276a-5). For all projects regardless of number of units or funding, the AGENCY agrees to comply the provisions of Contract Work Hours and Safety Standards Act, as amended (40 U.S.C. 327 et seq.), the Copeland Anti-Kick Back Act (40 U.S.C. 276c and 18 U.S.C. 874 et seq.), and the Fair Labor Standards Act of 1938, as amended (29 U.S.C. 201 et seq.). Washington State law (RCW 39.12) also contains standards for determining when a project is a public work for the purposes of state law and the payment of prevailing wages. The AGENCY shall be responsible for the payment of prevailing wages if applicable. The AGENCY, by its signature on this agreement, agrees to defend and hold harmless the CITY from any claims based on alleged failure to pay prevailing wages. LEAD-BASED PAINT POISONING Housing assisted with HOME funds is subject to the Lead-Based Paint Poisoning Prevention Act (42 USC 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 USC 4851-4856) and implementing regulations at 24 CFR 35 and 24 CFR 92.355. Whenever funds under this Agreement are used directly or indirectly for construction, rehabilitation, or modernization of residential structures; elimination of immediate lead-based paint hazards in

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residential structures; and notification of the hazards of lead-based paint poisoning to purchasers and tenants of residential structures constructed prior to 1978.

• For Development /New Construction – AGENCY must follow 24 CFR 35 Subpart A • For Acquisition only – AGENCY must follow 24 CFR 35 Subparts A, B, K, and R • For Rehabilitation only – AGENCY must follow 24 CFR 35 Subparts A, B, J, and R • For Acquisition and Rehabilitation less than or equal to $5,000 – AGENCY must follow

24 CFR 35 Subparts A, B, K, and R • For Acquisition and Rehabilitation over $5,000 – AGENCY must follow 24 CFR 35

Subparts A, B, J, and R LICENSING, PERMITS, ACCREDITATION AND REGISTRATION The AGENCY shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Agreement. The loss of a required license, certification, and/or accreditation will be grounds for termination of a contract by the CITY if the presence of the license or certificate is a legal prerequisite to performing the service. The AGENCY shall obtain all necessary and appropriate land use permits, zoning approvals, and any other permits and approvals required by local, city, state, and federal law. AGENCY shall obtain a DUNS number and keep a current DUNS registration. Website is located at http://fedgov.dnb.com/webform . LOW-INCOME HOUSING TAX CREDIT PROJECTS For units to qualify as both LIHTC and HOME-assisted units, rents cannot exceed either program limit. Low HOME rent units are subject to Low HOME rents and LIHTC limits and High HOME rent units are subject to High HOME rents and LIHTC. NATIONAL FLOOD INSURANCE PROGRAM In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the AGENCY shall assure and may not receive HOME funds for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). NON-ASSIGNABILITY OF CLAIMS No claim arising under any contract shall be transferred or assigned by the AGENCY. NONDISCRIMINATION AND FAIR HOUSING 1. General. The AGENCY will comply with all federal, state and local laws prohibiting

discrimination on the basis of race, creed, color, national origin, religion, familial status, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. These requirements are specified in Section 109 of the Housing and Community Development Act of 1974; Civil Rights Act of 1964, Title VI; Civil Rights Act of 1968, Title VIII; Age Discrimination Act of 1975, as amended and implementing regulations at 24 CFR Part 146; Executive Order 11063; Executive Order 12259; Executive Order 11246, as amended and its implementing regulations at 41 CFR Part 60; Architectural Barriers Act of 1968; Title II of the Americans with Disabilities Act; Section 504 of the Rehabilitation Act; and Section 3 of

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the Housing and Urban Development Act of 1968. Specifically, the AGENCY is prohibited from taking any

2. Contractors and Suppliers: No contractor, subcontractor, union or vendor engaged in any activity under this Agreement will discriminate in the sale of materials, equipment or labor on the basis of race, creed, color, national origin, religion, familial status, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. No contractor, subcontractor, union or vendor engaged in any activity under this Agreement will refuse to hire, employ, promote, bar, discharge, dismiss, reduce in compensation, suspend, demote or discriminate in work activities, terms or conditions because an individual has a physical or mental handicap in any employment in connection with this Agreement unless it can be shown that the particular handicap prevents the performance of the work involved. Such practices include upgrading, demotion, recruiting, transfer, layoff, termination, pay rate, and advertisement for employment (Executive Order 11246 as amended).

3. Program Benefit. The AGENCY will not discriminate against any resident of the project service area by denying benefit from or participation in any block grant funded activity on the basis of race, creed, color, national origin, religion, familial status, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. (Civil Rights Act of 1964, Title VI; Civil Rights Act of 1968, Title VII; Architectural Barriers Act of 1968; Americans with Disabilities Act; Title II of the Cranston-Gonzales National Affordable Housing Act, and the Rehabilitation Act of 1973 as amended).

4. Fair Housing. The AGENCY will take necessary and appropriate actions to prevent discrimination in federally assisted housing and lending practices related to loans insured or guaranteed by the federal government. (Civil Rights Act of 1968, Title VIII as amended, Executive Order 11063, as amended by Executive Order 12259, implemented at 24 CFR 107.)

5. Employment. In all solicitations under this Agreement, the AGENCY will state that all qualified applicants will be considered for employment. The words “equal opportunity employer” in advertisements will constitute compliance with this section. The “Equal Opportunity Employer” notice shall be posted in visible place in the AGENCY office. In addition, when an owner/developer has fifteen or more employees, the owner/developer is prohibited from discriminating against any employee or applicant with a disability, in accordance with Title I of the Americans with Disabilities Act of 1990 (ADA).

6. Limited English Proficiency. The AGENCY shall take necessary and appropriate actions to assist clients with limited English proficient persons, Executive Order 13166 and the HUD Notice “Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient (LEP) Persons” (Federal Register, January 22, 2007 pages 2731- 2754).

7. Grievance and Complaint Procedures: The AGENCY shall have a grievance and complaint procedure. Both procedures shall be in writing and include time lines for filing a grievance or a complaint. The procedure shall be developed in compliance with federal law regarding discrimination. Such procedures should include time lines for response or action and shall be available to any individual requesting a copy. The grievance process should include informal and formal resolution of the problem, including an arbitration process, if needed.

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The CITY reserves the right to review and approve the AGENCY’s grievance and complaint procedures.

8. The AGENCY shall provide each applicant, participant, and beneficiary of activities funded through this agreement with information to apprise such persons of the protections against discrimination covered by the above Acts, Executive Orders, and regulations. The HUD 928.1 Notice http://www.hud.gov/utilities/intercept.cfm?http://www.hud.gov/offices/fheo/promotingfh/928-1.pdf provides such information. To file a complaint/grievance with City of Vancouver, follow the procedures outlined on the following website: www.cityofvancouver.us/ADA. Send your complaint/grievance to:

Tim Haldeman City of Vancouver – General Services Department PO Box 1995 Vancouver, WA 98668-1995 [email protected]

NONPARTICIPATION IN POLITICAL ACTIVITIES The AGENCY agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act (U.S.C. Title V, Chapter 15). NON-SUBSTITUTION FOR LOCAL FUNDING The AGENCY shall not use funds provided under this Agreement to supplant local, state or other federal funds. The AGENCY shall not use these funds to replace funding that would otherwise be made available to the AGENCY had this funding not been provided. OWNERSHIP OF MATERIALS Work products developed as a result of a contract will be jointly owned by the AGENCY and the CITY. Such work products may include but are not limited to reports, maps, charts, materials, software systems and other products created as a result of the work performed under an agreement contract. Notwithstanding the foregoing, the CITY shall not derive under this Agreement an ownership interest in any building constructed or equipment purchased and/or installed using proceeds of the loan of HOME funds made by CITY to AGENCY. PROCUREMENT STANDARDS A cost or price analysis shall be made and documented in connection with every procurement action, and shall be included in file for review. Price analysis may be accomplished in various ways, including the comparison of price quotations submitted, market prices, and similar indicia, together with discounts. Cost analysis is the review and evaluation of each element of cost to determine reasonableness, allocability and allowability. In addition, the AGENCY will comply with the Uniform Administrative Requirements as described in 24 CFR 92.505, 24 CFR 84, 24 CFR 85 and with Executive Order 11246 - Nondiscrimination in Employment by Government Agencies and Subcontractors. PROJECT 1. For purposes of the Agreement, “Project” means a site together with any building or sites

upon which the building or buildings are located, that are under common ownership, management, and financing, and are to be assisted with HOME funds, under a commitment by the owner. It includes all activities associate with the site and building.

http://www.hud.gov/utilities/intercept.cfm?http://www.hud.gov/offices/fheo/promotingfh/928-1.pdf

http://www.cityofvancouver.us/ADA


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2. Housing that accounts for less than one hundred percent of the dwelling units in a project qualifies as affordable housing if it meets the affordability criteria set established at 24 CFR 92.252 or 92.254. Each building in the project must contain housing that meets these standards.

PROMISSORY NOTE, DEED OF TRUST AND COVENANT The AGENCY shall enter into a Promissory Note, Deed of Trust and Covenant with the CITY that runs with the land. The Deed of Trust shall require the AGENCY to operate the facility or housing for the original purpose for which it received HOME funds. The Deed of Trust and Promissory Note will impose conditions, including the maintaining of property insurance to full insurable value of the structure, which the City determines are necessary to protect the HOME funds. The AGENCY shall keep the property free and clear of all other charges, liens, or encumbrances impairing the security of the Deed. PROPERTY MANAGEMENT The AGENCY, agrees that any real property, equipment or supplies purchased wholly or in part with program funds will be managed under the same guidelines applicable to the CITY in accordance with 24 CFR 85.32, and 24 CFR 85.33. The AGENCY agrees to maintain and operate the project/facility for eligible activities pursuant to HUD regulations. In the event the AGENCY fails to so maintain and operate the project, the CITY may, at its option, take possession of the project and operate and maintain it for any lawful purpose. PROTECTION OF INDIVIDUAL RIGHTS The City of Vancouver is an equal opportunity employer. The AGENCY agrees that it shall comply with all applicable federal, state and CITY laws and regulations regarding non-discrimination in the provision of employment or services. The AGENCY is responsible for policies and/or procedures to protect the rights of all individuals, employees and clients, including but not limited to the following requirements:

• Section 504 of the Rehabilitation Act of 1973 and all requirements imposed by or pursuant to that Section.

• Title VI of the Civil Rights Act of 1964 and all requirements imposed by or pursuant to the Regulation of the Department of Health, Education, and Welfare [after May 1980, the Department of Health and Human Services (45 CFR Part 80)] issued pursuant to that title.

• Americans with Disabilities Act of 1990 (ADA) and all requirements imposed by or pursuant to this law, including CFR 29 part 1630.

PUBLIC INFORMATION 1. In all news releases and other public notices related to projects funded under this

Agreement, the AGENCY should include information identifying the source of funds as the City of Vancouver HUD funds.

2. During rental construction projects, the AGENCY shall erect a durable and adequately visible sign at the construction site, identifying the source of funds.

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3. The AGENCY shall place a metal plaque permanently in the highest foot traffic areas readily visible to the public. The minimum size should be 12 inches by 12 inches. The plaque should identify the funding sources, the project name and the year constructed.

RECAPTURE In the event that the AGENCY fails to perform this Agreement in accordance with state, local and federal laws, and/or the provisions of this Agreement, the CITY reserves the right to recapture HOME funds in an amount to compensate the CITY for the noncompliance in addition to any other remedies available at law or in equity. REDUCTION IN FUNDING In the event that funding to the CITY from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of a contract and prior to its normal completion, the CITY or AGENCY may summarily terminate that contract in whole or in part notwithstanding any other termination provisions of this agreement or that contract. Termination under this section shall be effective upon receipt of written notice by the non-terminating party. The terminating party agrees to notify the other party within fourteen days of receiving written notification from the funding source of any proposed reduction in funding by state, federal or other sources. The AGENCY agrees that upon receipt of such notice it shall immediately develop a plan to take appropriate and reasonable action to reduce its spending of the affected funds so that expenditures do not exceed the funding level resulting from the proposed reduction. REGISTRATION WITH DEPARTMENT OF REVENUE The AGENCY shall complete registration with the Washington State Department of Revenue. RELIGIOUS ORGANIZATIONS The AGENCY shall comply with the requirements of 24 CFR 92.257. A religious organization that participates in the HOME program will retain its independence from federal, state, and local governments, and may continue to carry out its mission and expression of religious beliefs, provided that it does not use HOME funds to support any inherently religious activities such as worship, religious instruction, or proselytization. REQUIRED RECORDS The AGENCY shall maintain all records required by the federal regulations specified in 24 CFR 92.508 that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: 1. Records providing a full description of each activity undertaken

2. Records demonstrating that each activity undertaken meets one of the eligible activities listed in 24 CFR 92.205

3. Records required to determine the eligibility of activities

4. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with HOME assistance

5. Records documenting compliance with the Fair Housing and Equal Opportunity components of the HOME program

6. Finance records as required by 24 CFR 84.21-28

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7. Citizen Participation. Narrative and other documentation describing the process used to inform citizens concerning the amount of funds available, the rages of project activities undertake, and opportunities to participate in funded block grant projects.

8. Relocation. Indication of the overall status of the relocation workload and separate relocation record for each person, business, organization, and farm operation displaced or in the relocation workload.

9. Employment Information. The AGENCY will also maintain data which records its affirmative action in equal opportunity employment, and its good faith efforts to identify, train, and/or hire lower-income residents of the project area and to utilize businesses that are located in or owned in substantial part by persons residing in the area of the project.

10. Equal Opportunity. The AGENCY shall maintain records containing the following information for each applicant and each assisted person:

• Name of the household or person assisted; • Income category (i.e. very low-income (0-30% AMI), low-income (31-50% AMI), or

low/mod-income (50-60% AMI); • Racial/ethnic data (White, Black/African American, Asian, American Indian/Alaskan

Native, Native Hawaiian/Other Pacific Islander, American Indian/Alaskan Native & White, Asian & White, Black/African American & White, American Indian/Alaskan Native & Black/African American, Other/multi-racial);

• Hispanic or non-Hispanic for the above racial/ethnic categories; • Female head of household; • Gender data; and • Disability status. This is to show the extent people have participated in, or benefited from, the activities carried out under this Agreement. The AGENCY will also maintain data which records its affirmative action in equal opportunity employment, and its good faith efforts to identify, train, and/or hire lower-income residents of the project area and to utilize businesses that are located in or owned in substantial part by persons residing in the area of the project.

11. Affirmative Marketing

• AGENCY shall maintain a file containing documentation of all marketing efforts (copies of newspaper ads, memos of phone calls, copies of letters, etc.). These records must be available for inspection by the CITY.

• AGENCY must maintain a listing of all tenants residing in each unit.

12. Financial Management. Such records will identify adequately the source and application of funds for activities within this Agreement, in accordance with the provisions of 24 CFR §85.20. These records will contain information pertaining to grant awards and authorizations, obligations, non-obligated balances, assets, liabilities, outlays, and income.

13. Hours Worked. The AGENCY will maintain records of the hours worked and rates of compensation for all personnel.

14. Multiple Projects. In the event the Agency sponsors multiple projects, each project will be maintained under a separate file system.

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15. Property Acquisition. If the project involves property acquisition, the AGENCY’s files must contain the following records:

• Official Determination to Acquire - A citation of the action that constitutes the official determination to acquire, the date of the action, and the applicable HUD grant number.

• Notice of Intent to Acquire the Property - A copy of the notice, citation of the date of transmittal to owner, and evidence of receipt by the owner.

• Invitation to Accompany Appraiser - Evidence that owner was invited to accompany each appraiser on his inspection of the property.

• Appraisal Reports - A copy of each appraisal report, on which determination of just compensation was based.

• Review Appraisal - Arrange for a review appraisal to assure appraisal meets applicable standards.

• Determination of Just Compensation - A copy of the resolution, certification, motion or other document constituting the determination of just compensation.

• Purchase Offer - A copy of written purchase offer of just compensation, including all basic terms and conditions of such offer, and a citation of the date of delivery to the owner.

• Purchase Agreement, Deed, Declaration of Taking, Tenant Waivers - A copy of each such document and any similar or related document utilized in conveyance.

• Settlement Cost Reporting Statement - A copy of the statement. • Purchase Price Receipt - Evidence of owner receipt of purchase price payment. • Ninety Days’ Notice to Surrender Possession of Premises - A copy of the notice. As an

alternative, a copy of this notice may be included in the relocation or property management files.

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and HUD’s implementing regulations in 24 CFR 42 applies to all real property acquisition by a grantee for an assisted program activity, regardless of the source of funding for the acquisition itself.

16. Other. Such other records necessary to document compliance as required by the City and/or the United States Department of Housing and Urban Development.

17. Separation of Funds. The AGENCY must account for HOME funds separately from other funds in the AGENCY programs.

18. Tenant Selection Procedures. The AGENCY must maintain individual tenant files for all

families in HOME assisted units. The tenant files must contain all income certifications and verifications along with leases and all correspondence.

RETENTION OF RECORDS The AGENCY shall retain all financial records, supporting documents, statistical records and all other records pertinent to the Agreement in accordance with 24 CFR 92.508 except that the CITY requires a retention period of at least seven (7) years. The retention period begins on the date of the submission of the CITY’s annual performance and evaluation report (i.e. CAPER) to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the seven-year period , then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the seven-year period, whichever occurs later. Please note that any

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record with a longer retention schedule for purposes of public records disclosure under RCW 42.17 will apply. RESERVES 1. Replacement Reserve. AGENCY shall establish and maintain a reserve account from

property rents ("Replacement Reserve") for the replacement of building components, including appliances and mechanical systems. The Replacement Reserve shall be maintained in a separate interest-bearing account unless otherwise approved in writing by the CITY. Any funds withdrawn from the Replacement Reserve shall be used solely for replacement of building components for the subject property.

2. Operating Reserve. The AGENCY shall establish and maintain a reserve account from rents

or tax credit equity proceeds ("Operating Reserve") for operating costs. Funds in the Operating Reserve, including interest, shall not be used for any other purpose. The Operating Reserve shall be maintained in a separate interest-bearing account unless otherwise approved by the CITY. All funds withdrawn from the Operating Reserve shall be used solely for operating costs of the Property not covered by Property revenues.

REVERSION OF ASSETS Upon expiration of agreement the agency must transfer any HOME funds on hand and any accounts receivable attributable to the use of HOME funds.

SECTION 3 – ECONOMIC OPPORTUNITIES 1. The work to be performed under this AGREEMENT is subject to the requirements of Section

3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 (hereafter “Section 3”), and the implementing regulations at 24 CFR Part 135 (Economic Opportunities For Low- And Very Low-Income Persons). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

2. The AGENCY further agrees to include the following language in all subcontracts executed under this Agreement:

“The work to be performed under this Agreement is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirement of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low-and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income person residing in the metropolitan area in which the project is located.”

3. As evidenced by its execution of this AGREEMENT, the AGENCY certifies that it is under no

contractual obligation or other impediment that would prevent it from complying with the 24 CFR Part 135 regulations.

4. The AGENCY agrees to send to each labor organization or representative of workers with which the AGENCY has a collective bargaining Agreement or other understanding, if any, a notice advising the labor organization or workers’ representative of the AGENCY’s commitments under this Section 3 clause, and shall post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment

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positions can see the notice. The notice should contain: (1) the number of jobs and the job titles subject to hire, (2) availability of apprenticeship and training positions and qualifications for each; (3) the name and location of the person(s) taking applications for each of the positions; and (4) the anticipated date the work shall begin.

5. The AGENCY agrees to require this Section 3 clause in every subcontract subject to compliance with 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that a subcontractor is in violation of 24 CFR Part 135. The AGENCY shall not subcontract with any subcontractor where the AGENCY has notice or knowledge that the subcontractor has been found in to be in violation of 24 CFR Part 135.

6. By signature to this AGREEMENT, the AGENCY certifies that any vacant employment positions, including training positions, that are filled (1) after the AGENCY is selected but before the AGREEMENT is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the AGENCY’s obligations under 24 CFR 135.

7. The AGENCY understands that noncompliance with 24 CFR Part 135 may result in sanctions, termination of this agreement, and debarment or suspension from future HUD-assisted contracts.

SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Agreement and to this end the provisions of this Agreement are declared to be severable. STANDARDS FOR FISCAL ACCOUNTABILITY Agencies providing services in the State of Washington agree to maintain books, records, documents ad accounting procedures and practices that accurately reflect all direct and indirect costs and income related to the performance of each Agreement. Such fiscal books, records, documents, reports and other date shall be retained in a manner consistent with the “Budgeting, Accounting, Reporting System for Counties and Cities, and Other Local Governments,” hereinafter referred to a “BARS,” or equivalent accounting method to allow costs to be tracked to specific revenue sources. The AGENCY further agrees that the CITY shall have the right to monitor and audit the fiscal components of the organization to ensure that actual expenditures remain consistent with the terms of each contract. SURVIVAL The terms, conditions, and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the AGENCY’s income or gross receipts, any other taxes, insurance or expenses for the AGENCY or its staff shall be the sole responsibility of the AGENCY. TERMINATION In accordance with 24 CFR 85.43, the CITY may suspend or terminate this Agreement if the AGENCY materially fails to comply with any terms of this Agreement. In the event of a funding reduction, the reduction shall be allocated proportionately among AGENCIES receiving these

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funds. In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the CITY or AGENCY, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated.

1. Disposition of Grant Funds upon Termination. Upon termination of this Agreement any unexpended balance of Agreement funds will remain with the CITY. In the event that termination occurs under paragraph 1 of this section, the AGENCY shall immediately and without notice of presentment return to the CITY all funds that were expended in violation of the terms of this Agreement.

2. In the event of Termination for any reason. All agreements and/or contracts with individuals made as a result of this Agreement shall insure to the benefit of the CITY. To that end, in all instances where AGENCY was named as a beneficiary in a Promissory Note and Deed of Trust, AGENCY shall be responsible for recording an assignment of beneficiary to CITY (or its stated designee or other beneficiary, at the CITY’s option) as the successor beneficiary, both in the Promissory Note and the recorded Deed of Trust, for all properties and borrowers with loans remaining secured as of the date of Termination. This provision may be waived by the CITY where this Agreement expires or terminates but is being replaced by a new agreement for the Administration of funds with the AGENCY.

3. Termination by AGENCY for Cause. The AGENCY may terminate this Agreement and/or a contract for a substantial and material breach thereof by the AGENCY upon ten (10) days written notice of termination.

4. Termination by CITY for Cause. The CITY may terminate this Agreement and/or a contract for a substantial and material breach thereof by the AGENCY upon ten (10) days written notice of termination with a copy to the Agency’s tax credit investor. The CITY, prior to termination, shall endeavor to work with the AGENCY to remedy such breach, unless the CITY concludes that the nature of the breach is such that immediate termination is clearly necessary to protect the public interest. Termination correspondence shall be delivered by certified mail, return receipt requested. The Agency’s tax credit investor may cure defaults hereunder in the same manner as the Borrower.

5. Termination on Other Grounds. This Agreement and/or a contract may also be terminated by mutual written agreement of the parties upon thirty (30) days written notice of termination.

WAIVER OF DEFAULT If the CITY waives any breach of this Agreement by the AGENCY on any occasion, such waiver shall not be deemed to be a waiver of any subsequent breach of this Agreement by the AGENCY.

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EXHIBIT A

Quarterly Progress Report Report Period: to Report Number: Contractor: Lincoln Place LLLP Project Name and Number: Lincoln Place Person Completing Form: Job Title: Contact Telephone number: 1. Describe current status of Project (for example: planning, procurement, pre-development,

construction, number of clients served, activity underway, service marketing, etc.) and current focus of activity:

2. Total number of clients served this period: Total number of clients served to date:

3. Describe significant actions taken during report period:

4. Describe and provide reasons for changes in original project goals/timelines:

5. Were project costs incurred during this project period? Yes No 6. Were project funds expended during this project period? Yes No

Type and amount of funds expended:

7. Identify any agency problems or concerns: 8. Additional comments:

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EXHIBIT B City of Vancouver

REQUEST FOR REIMBURSEMENT Date: Period Covered:

Project Title: Lincoln Place Contact Person: Invoice #: Telephone:

City Project #: 601404 Other Funding:

Activity City HOME Budget Expended This Period Expended To Date Balance

a)

b)

c)

d) Tax

e) Other (Specify):

TOTAL PROJECT COST: $200,000

Reimbursement Amount Request $__________________ □ Check box when this is a final request.

CERTIFICATION: I CERTIFY THTAT TO THE BEST OF MY KNOWLEDGE AND BELIEF, THIS REPORT IS CORRECT AND COMPLETE, AND THAT ALL EXPENDITURES ARE FOR THE PURPOSE SET FORTH IN THE GRANT AWARD DOCUMENTS. SUPPORTING DOCUMENTATION IS ATTACHED.

AUTHORIZATION:

Authorized Signature for Project Title Date

City Staff Only

City Project No: 601404 IDIS Activity No:

Initials Drawn By:

IDIS Voucher No.: Reviewed and Approved

Date

Date Funds Drawn:

Initials Approved By:

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EXHIBIT C Lincoln Place LLLP – Lincoln Place DETAILED PROJECT BUDGET

SEE ATTACHED

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EXHIBIT D Lincoln Place LLLP – Lincoln Place SUBSIDY LIMIT WORKSHEET