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HomeMy WebLinkAboutR-1998-036 Agreement / Ida Powell Project / Southeast Neighborhood Improvement ommittee (SENIC)0 RESOLUTION NO. R-98-+? G A RESOLUTION authorizing and directing the City Manager and the City Clerk of the City of Yakima to execute a new Agreement with the Southeast Neighborhood Improvement Committee for the purpose of the improvement and renovation of the Ida Powell Estate. WHEREAS, the Yakima City Council previously approved a $15,000 grant to and execution of a corresponding agreement with the Southeast Neighborhood Improvement Committee ("SENIC") to use for improvements (roof and porch repairs) to the Ida Powell Estate; and WHEREAS, on February 28, 1997, the City of Yakima and SENIC executed a,formal agreement for utilization of said grant funds by SENIC; and WHEREAS, subsequently SENIC requested that $12,000 of the grant funds be reallocated for the purchase of architectural drawings, cost estimates, and specifications necessary for the improvement and renovation of the Ida Powell Estate and to assist with obtaining additional renovation funds from non -City sources; and WHEREAS, the City Council authorized the requested amendment of the agreement to provide for a reallocation of $12,000 of the grant funds for said purpose; and WHEREAS, on February 3, 1998, SENIC presented a status report to the City Council informing the Council that the said amended agreement had expired on February 2, 1998, and•that the required architectural services had not been completed due to time limitations of the two interested architectural firms; and WHEREAS', SENIC requested that the remaining funds of $13,000 again be made available for the purpose of improving and renovating the Ida Powell estate in accordance with the terms. and conditions of the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of -the City of Yakima to execute the attached agreement with SENIC for said purpose, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk of the City of Yakima are hereby authorized and directed to execute the attached and, incorporated agreement with the Southeast Neighborhood Improvement Committee for the purpose of the improvement and renovation of the Ida Powell Estate. hA ADOPTED BY THE CITY COUNCIL this � day of M1 -44 , 1998. 1,�-1-���•cs' ATTEST: 41 John Puccinelli, Mayor SENIC convert/pm City Clerk City of Yakima Office of Neighborhood Development Services 1. Contracting Organization: South East Neighborhood Improvement Committee, a Private Non -Profit Foundation 2. Address: 309 Union Street Yakima, WA 98901 3. Phone: 457-1060 4. Contact Person: Maud Scott, Treasurer 5. Title of Service or Program being Funded: Neighborhood Improvement Program La Hacienda, Estate of Ida Powell project sponsored by South East Neighborhood Improvement Committee, Maud Scott, Treasurer 6. Time Period: Beginning Ending December 31, 1998 7. Amount of Contract/Grant award: $13,500.00*** 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) The Terms and Conditions as described in Exhibit "A". 2) The Scope of Work and Supplemental Conditions is as Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated be Rice, Acting CED Director R.A. Zais, Jr., City Manager 7722ia( 2 Signature for Contracting Organization Date 3/51q. -3/ slei' Date Contract No. 98-29 Resolution No. R-98-36 City of Yakima Office of Neighborhood Development Services 1. Contracting Organization: South East Neighborhood Improvement Committee, a Private Non -Profit Foundation 2. Address: 309 Union Street Yakima, WA 98901 3. Phone: 457-1060 4. Contact Person: Maud Scott, Treasurer 5. Title of Service or Program being Funded: Neighborhood Improvement Program La Hacienda. Estate of Ida Powell project sponsored by South East Neighborhood Improvement Committee, Maud Scott, Treasurer 6. Time Period: Beginning Ending December 31, 1998 7. Amount of Contract/Grant award: $13,500.00*** 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference'herein as is fully set forth: 1) The Terms and Conditions as described in Exhibit "A". 2) .The Scope of Work and Supplemental Conditions is as Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year indicated below. Glenn Rice, Acting CED Director Date Zais, Jr:, City Manager Date Signature for Contracting Organization Date Title ATTEST: City Clerk TERMS AND CONDITIONS EXHIBIT 'A' I. DESIGNATIO! The City of. Yakima', as recipient of a housing and community development grant from the U.S. Department of Housing and Urban Development, hereby designates the Contracting Organization to undertake, and the Contracting Organization hereby agrees to undertake that ,certain community development or housing assistance project described in Exhibit 'A', Scope of Work. II. SUB -GRANT A. Notice to Proceed No work on the project shall occur prior to or without written approval from the City of Yakima Office of Neighborhood Development Services (ONDS) shall furnish the Contracting Organization with written notice to proceed upon release of funds .from HUD related to the project pursuant to 24 CFR Part 58: B. The City hereby sub -grants to the Contracting Organization $11.5.00.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization agrees to the following provisions in satisfying the terms and conditions of this contract: A. Payment and Disbursements. Disbursements by the City of Yakima from this contract/grant award shall be on a reimbursement basis covering actual expenditures by the Contracting Organization or obligation of the Contracting Organization currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima OND of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries,. or other acceptable documentation; and 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the principles set forth in Federal Management Circular 74-4. and come within the Project Budget. 2 • B. No payment shall be made for any service rendered by the Contracting Organization except for services within the scope of a category set forth in the budget in Exhibit "A" of this Contract, and all funds received must be used for service as identified in Exhibit "A" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10%) or more in an approved budget subject category. Written budget revision approval must be received by the Contracting Organization prior to the Contracting Organization incurring any expenditures against the revised budget sub -object categories. 2. When the revision of the Contracting Organization budget does not exceed ten percent (10%) of an approved budget sub -object category, the Contracting Organization must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. TV. COMMENCEMENT OF WORK The City of Yakima ONDS shall furnish the Contracting Organization with written notice to proceed upon release of funds from HUD related to the project. No work on the project shall occur prior to the notice to proceed without written approval from the City of Yakima ONDS. V. BILLING PROCEDURES A. The Contracting Organization shall submit monthly written claims for reimbursement of services performed under this contract in the manner prescribed in paragraph III above, and as prescribed by the City of Yakima ONDS. B. The City of Yakima ONDS, shall notify the Contracting Organization in writing of a proposed transfer, at least thirty (30) calendar days before the actual transference occurs. VII. LOCAL FINANCIAL SUPPORT The sub -grant shall not be utilized to reduce substantially the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. 3 VIII.BUDGET SURPLUS The Contracting Organization agrees that funds determined by the City of Yakima ONDS to be surplus at the end of the year within the.budget of this Contract will be subject to • cancellation by the City of Yakima ONDS and may be negotiated if they are to be included in future contracts. IX. COMPLIANCE WITH LAWS A. GENERAL The Contracting Organization, in performance of this Contract, agrees to comply with all applicable Federal, State and Local Laws and ordinances; the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to, Federal Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima ONDS. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT F.EOUIREM MTS. The following federal provisions may apply, among others, to this contract: 1. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 2. The Lead Based Paint Poisoning Prevention Act, 42 'USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR, Part 35, where, residential structures are involved. The Contracting Organization shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 3. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010-.090 (Protection of Archaeological Resources), and RCW 43.51.750-.820 (Preservation of Historic Properties). 4. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 5. Clean Air Act as amended, 42 USC 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 4 1251 et. seq.; and .Environmental Protection Agency regulations, 40 CFR Part 15. 6. Section .3.of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities ,for project area businesses and low income persons). 7. Contract Work Hours and Safety Standards Act, 40 USC 327-333, (Overtime Compensation). 8. Davis -Bacon Act, as amended, 40 USC 276a - 276a-5, and Chapter 3-.12 RCW (Prevailing Wage Rates). 9. Attachment 0 of the Office of Management and Budget Circular, A-102 (Procurement Standards) and Federal Management Circular, FMC 74-4. 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 11. Title VI of the Civil Rights Act of 1964 (P.L. 88- 352) as amended, and HUD regulations with respect. thereto including the regulations under 24 CFR Part 1. In the sale, -lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, the Contracting Organization shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contracting Organization, the County, and the United. States are beneficiaries of and entitled to enforce such covenant. The Contracting Organization, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 12. plvironmental Review 1. NEPA The City of Yakima ONDS retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima ONDS may require the Contracting Organization to furnish data, information and assistance for the City's review and 5 assessment in determining whether the City must prepare an Environmental Impact Statement. 2. ,$EPA The Contract Organization retains responsibility for fulfilling the requirements of the State Environmental Policy Act and regulations and ordinance adopted thereunder. 3. Compliance as Pre -Condition Performance by either the City of Yakima ONDS or the Contracting Organization under this Agreement shall be contingent upon satisfaction of all applicable requirements of the National and State Environmental Policy Acts. X. VON -DISCRIMINATION IN EMPLOYMENT A. The City of Yakima is an Equal Opportunity Employer. B. The Contracting Organization agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap. The Contracting Organization shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, color, religion, sex, national origin, creed, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. The Contracting Organization specifically agrees to abide by the Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and HUD Anti Discrimination Requirements, 24 CFR 570.601. XI. NON-DISCRIMINATION IN CLIENT SERVICES A. The Contracting Organization shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: 1. Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Contract; 6 • • 2. Provide any service(s) or other benefits to a qualified individual whichare different, or are provided in a different manner, from those provided to others under this Contract; separate treatment in any manner related to his receipt of any service(s) or other benefits provided under this Contract; 3. Deny any qualified individual an opportunity to participate in any program provided by this Contract through the provision of service(s) or otherwise, or will afford him an opportunity to do so which is different from that afforded others under this Contract. B. The Contracting Organization shall abide byall provisions of Section 504 of the HEW Rehabilitation Act of'1973'prohibiting discrimination against handicapped individuals either through purpose or intent. C. If assignment and/or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each contractor or subcontractor. The Contracting Organization. shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for noncompliance. XII. LICENSING AND PROGRAM STANDARDS The Contracting Organization agrees to comply with all applicable Federal, State, County and Municipal standards for licensing, certification and operation of.facilities and programs, and accreditation and licensing of individuals,.and any other standards or criteria as described in the Contract to assure quality of services. XIII.INSPECTION AND INFORMATION A. At such times and on such forms as may be required, the Contracting Organization shall furnish reports, statements, records, data and information as may be requested by the. City of Yakima ONDS, State, United States Government, 'or other funding agency pertaining to matters covered by this Contract. B. The Contracting Organization agrees that representatives of the City of Yakima, State and United States Government may make periodic evaluation/inspection of the facilities, records, and general performance of this Contract. The Contracting Organization further agrees that such evaluation may be made on a quarterly basis or at other times deemed reasonable and proper by these representatives. C. The Contract Organization shall be required to make reasonable changes in the services as completed or to be completed if said services fall below the standards and specifications set forth in the Special Terms and Conditions, Project Description, or Statement of Work. XIV. SAFEGUARDING OF CLIENT INFORMATION The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, his/her attorney or his/her responsible parent or guardian or otherwise provided by law. XV. ASSIGNMENT AND/OR SUBCONTRACTING The Contracting Organization shall not assign or subcontract any portion of the services provided within the terms of this Contract without obtaining prior written approval from the City. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. XVI. STANDARDS FOR FISCAL ACCOUNTABILITY A. The Contracting Organization agrees to maintain books, records and documents and accounting procedures and practices. which accurately reflect all direct and indirect costs related to the performance of this Contract. Such fiscal books, records, documents, reports and other data shall be retained in a manner consistent with the 'Budgeting, Accounting, Reporting System for Counties and Cities, and Other Local Governments", hereinafter referred to as 'BARS', as issued by the Office of State Auditor, State of Washington. The Contracting Organization further agrees that the City of Yakima ONDS shall have the right to monitor and audit the fiscal components of the organization to insure that actual expenditures remain consistent with the terms of this Contract. The Contracting Organization shall retain all books,records documents and other. material relevant to the Contract for seven (7) years after settlement of this Contract. The. Contracting_ Organization agrees that the City of Yakima, the U.S.Department of Housing and Urban Development, the Washington State Auditor, or their designees, shall have full access to and a right to examine any.of said materials at all reasonable times during said period. 8 B. The Contracting. Organization agrees that any contributions or payments made for servicesfurnished under this agreement shall be used for the sole benefit of this program. . XVII. PROGRAM PROPERTY Any personal property having a useful life of more than one year and purchased wholly or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and/or federal government. Final ownership and disposition of such property shall be determined under the provisions of Attachment N of OMB, A-102. The Contracting Organization shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of block grant funds used in the purchase of property; location, use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent lose, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the Contracting Organization elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the Contracting Organization. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the Contracting Organization under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person,partnership, corporation, association or organization without the prior express 9 approval of the City of Yakima ONDS. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima ONDS or federal government shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima ONDS or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima ONDS or federal government to perfect its interest in such property in accordance with the 'Uniform Commercial Code - Secured Transactions" as codified in Article 9 of Title 62A, RCW. 9. The Contracting Organization shall be responsible for any loss or damage to the property of the City of Yakima ONDS or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Organization to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the City of Yakima ONDS or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear accepted. XVIII. STANDARDS FOR PROGRAM ACCOUNTABILITY The Contracting Organization agrees to maintain program records and reports including statistical information and to make such records available for inspection by the City or its designee in order for the City to be assured that program services remain consistent with the terms of this contract. The Contracting Organization further agrees to provide written program statistical information to .the City of Yakima ONDS in a manner prescribed by ONDS at times as may be requested by ONDS. XIX. RELATIONSHIP OF THE PARTIES A. The parties intend that an independent contractor/city relationship will be created by this Contract. The City of Yakima ONDS is interested only in the results to be achieved, the implementation of services will lie solely with the Contracting Organization. No agent, employee, or representatives of the Contracting Organization shall be deemed to be an employee, agent, servant or representative of the City. of Yakima for any purpose, 10 • and the employees of the Contracting Organization are not entitled to any of the benefits the City of Yakima provides for City Employees., The Contracting Organization will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors, or otherwise during the performance of this Contract. XX. QUARTERLY REPORT The Contracting Organization agrees to submit a written quarterly report outlining the progress of Exhibit A, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damaae. The Contractor shall maintain during the life of this Contract public liability and property damage insurance covering the Contractor's services hereunder in the sum of not less than twenty thousand dollars for injury or damage to property and fifty thousand dollars for injury or damage, including death, to any one person and one hundred thousand dollars for injury or damage, including death, to more than one person. Insurance shall cover work done by the Contractor or subcontractors and shall protect, as named insured, the City from suits or claims for damages arising from operations under this Contract or actions of the Contractor, subcontractors, and employees either direct or indirect. B. Workmans compensation, The Contractor agrees to pay all premiums provided for by the Workman's Compensation Act of the State of Washington. XXII.INDEMNIFICATION All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization expressly agrees to indemnify the City of Yakima and all of its elected officials, officers, agents, employees, or otherwise, from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs, or judgments against which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIII.HOLD HARMLESS All services to be rendered or performed under this Contract will be performed or rendered entirely at the Contracting Organization's own risk and the Contracting Organization 11 expressly agrees to indemnify and hold harmless the City of Yakima and all of its elected officials, officers, agents, employees, or otherwise, from any and all liability, loss or damage, inducing reasonable cost of defense they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgements against the City of Yakima which result from, arise out of, or are in any way connected with the services to be performed by the Contracting Organization under this Contract. XXIV.CONTRACT, TERMINATION AND CLOSE OUT If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima . ONDS may pursue such remedies as are legally available including but not limited to, the termination of this Contract in the manner specified herein. A. Termination for Cause If the Contracting Organization fails to.comply •with the terms and conditions of this Contract and any of the following conditions. exist: 1. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima ONDS deems continuation of this Contract to be substantially non -beneficial to the public interest; 2. The Contracting Organization has failed to take satisfactory corrective action as directed by the City of Yakima ONDS or its authorized representative within the time specified by same; 3. The Contracting Organizationhas failed within the time specified by the City of Yakima ONDS or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima ONDS may terminate this contract in whole or in part, and thereupon shall notify the Contracting Organization of the termination, the reasons therefore and the effective date provided such effective date shall not be prior to notification to the Contracting Organization. After this effective date, no charges incurred under any terminated portions are allowable. B. Terminations on Other Grounds This Contract may also be terminated in whole or in part by mutual agreement of the parties. C. Termination for Withdrawal, Reduction or Limitation of 12 • • • yundina In the event thatfunding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this contract, and prior to its normal completion, the City of Yakima ONDS may summarily terminate this Contract as to the funds reduced or limited, nonwithstanding any other termination provision of this contract. If the level of funding so reduced or limited is so great that the City of Yakima ONDS deems that the continuation of the program covered by this contract is no longer in the best interest of the public, the City of Yakima ONDS may summarily terminate this contract .n whole nonwithstanding any other termination provisions of this contract. Termination under this Section shall be effective upon receipt of written notice by the Contracting Organization or its representative. The City of Yakima ONDS agrees to promptly notify the Contracting Organization of any proposed reduction in funding by Federal or other officials. The Contracting Organization agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. This agreement may further be terminated by the City of Yakima upon.written demand by the City of Yakima ONDS for assurances that the terms of the Project Description are being timely complied with, if- such assurances are not made to.the City's satisfaction within thirty (30) days of the date of such written demand. D. .Close-out In the event that this Contract is terminated in whole or in part for any reason, the following provisions shall apply: 1. Upon written request by the Contracting Organization, the City of Yakima shall make or arrange for payment to the Contracting Organization of allowable reimbursable costs not covered by previous payments; 2. The Contracting Organization shall submit within thirty (30) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City of Yakima or its designee. 3. In the event a financial audit has not been performed prior to close-out of this Contract, the City of Yakima ONDS retains the right to withhold a just and reasonable sum from the final payment to 13 the Contracting Organization after fully considering the recommendation on disallowed costs resulting from the final audit. XXV. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agency maintained by the Contractor for the purpose of securing business. The City of Yakima ONDS shall have the right, in the event of breach of this clause by the Contractor, to annul this 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. XXVI.CONFLICT OF INTEREST The City may, by written notice to the Contractor: A. Terminate the right of the Contractor to proceed under this Contract if it is found, after due notice and hearing, by the City that gratuities in the form of entertainment, gifts, or otherwise offered or given by the Contractor, or agent or representative of the Contractor, to any officer or employee of the City of Yakima, with a view towards securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to this contract. B. In the event this Contract is terminated as provided in (A) above, the City of Yakima shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor. The rights and remedies of the City of Yakima provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existenceof facts upon which the City of Yakima makes any determination under this clause shall be an issue and may be reviewed as provided in the °Disputes° clause of this Agreement. XXVII.RIGHTS IN DATA The City of Yakima ONDS may duplicate, use and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this agreement. The contractor hereby grants to the City of Yakima,, a royalty - free, non-exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to 14 • authorize others todo so, all data now or hereinafter covered by copyright: Provided, that with respect to data not originated in the performance of this contract such license shall be only to the extent that the Contractor has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contractor shall exert all reasonable effort to advise the City of Yakima ONDS, at the time of delivery of data furnished under this agreement, of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this agreement and not licensed under this clause. The Contractor shall report to the City of Yakima ONDS, promptly and in written detail,each notice or claim of copyright infringement received,by the Contractor with respect to all data delivered under this agreement. The Contractor shall not affix any restrictive markings upon any data, and if such markings are affixed, the City of Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXIX.RULE OF CONSTRUCTION In the event of an inconsistency in this contract/grant award unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD Community Development Block Grant Regulations. 2. General Terms and Conditions (Exhibit A). 3. Those attachments incorporated by reference herein, including the statement of work/project description, approved HUD grant budget, in the order in which attached, and 4. Any other provisions whether incorporated by reference herein or otherwise provided that nothing herein shall be construed as giving preference to provisions of this contract/grant award over any provisions of law. XXX. GOVERNING LAW AND VEND STIPULATION This Contract has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Contract shall be governed by laws of the State of Washington, both as to interpertation and performance. Any action at law, suite in equity, or judicial proceeding for the enforcement of this Contract or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction at Yakima in Yakima 15 County, Washington. XXXI.MODIFICATION Either party may request changes in this Contract, however, no change or addition to this Contract shall be valid or binding upon either party unless such change or addition be in writing, and executed by both parties, except budget adjustments as specified in Section IV of this Contract. XXXII.SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provision which may conflict, therewith, and shall be deemed modified to conform to such statutory provision. XXXIII.PROGRAM INCOME Any program income shall be accounted for by the Contractor, over the contract time period, shall be reported to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the project. XXXIV.CONFLICT OF INTEREST No member, officer, or employee of the City of Yakima, or the Contracting Organization, or assignees or agents, no member of the governing body of the City of Yakima, and no other public official of the City of Yakima or such other localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with a City of Yakima Block Grant funded program. 16 • • EXHIBIT "B" CONTRACT BETWEEN THE CITY OF YAKIMA AND SOUTH EAST NEIGHBORHOOD IMPROVEMENT COMMITTEE Performance Measures Deadline • Secure three bids and stabilize the front porch structure and supports per plans to be approved by ONDS • Contract with a professional organization, such as Heritage Property Services, to prepare preliminary plans, cost estimates, and a financing and marketing plan to raise the funds that will be required to complete this rehabilitation project. • Secure pro-bono legal services to investigate formation of a Land Trust to hold title and maintain property and conduct fund raising campaign • Submit final report to Council with Contract ending date April 1998 October 1998 June 1998 December 1998 Please note, that by agreement of both parties, there will be no extension of time or funding requested or approved during or at the conclusion of this contract period (i.e December 31, 1998) and that all funds uncommitted by this date shall be available for reprogramming. Furthermore, it is agreed by both parties that the above plan has been developed with the understanding that the preservation of this homestead is the priority issue. The question of the ultimate use of this building and land will be secondary. The property may become a public building or remain residential with restrictive covenants to protect its historic character, if needed, to assure its long term protection and compatibility with other neighborhood development. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No.: 12. For Meeting of: March 3, 1998 ITEM TITLE: Ida Powell Project Contract SUBMITTED BY: Glenn Rice, Acting Director of Community and Economic Development (575-6040) CONTACT 1'ERSON/PIIONE: William Cook, Neighborhood Development Services Manager (575-6101) SUMMARY EXPLANATION: At the Council meeting on February 3, 1998, Council heard a presentation from Maud Scott, representing SENIC concerning the status of the Ida Powell Project funded by the Neighborhood Improvement Program. It was pointed out that the current contract with SENIC, dated Feb 2, 1997, had expired. The performance requirement to produce architectural drawings and cost estimates had not been completed, in part, because the two firms who responded to a written solicitation could not perform within the time frame available. Concluding her presentation on the current status of the project, Ms. Scott requested Council's assistance to utilize the remaining funds in the NIP contract to continue efforts to save and restore the Ida Powell homestead. This request led to a Council discussion on what was the appropriate next step to test the feasibility of this proposed restoration project. The discussion ended with a motion made and approved, that staff work with SENIC to prepare a new scope of work and contract duration to evaluate the feasibility, from a construction and financing stand point, of completing this project. The resolution includes the results of our discussions with new performance measures and deadlines which include: • Secure three bids and stabilize the front porch structure and supports per plans to be approved by 40 ONDS • Contract with a professional organization, such as Heritage Property Services, to prepare preliminary plans, cost estimates, and a financing and marketing plan to raise the funds that will he required to complete this rehabilitation project. • Secure pro-hono legal services to investigate formation of a Land Trust to hold title and maintain property and conduct fund raising campaign • Submit final report to Council with Contract ending date • Submit final report to Council with Contract ending date Please note that by agreement of both parties, there will be no extension of time or funding requested or approved during or at the conclusion of this contract period (i.e December 31, 1998) and that all funds uncommitted by this date shall be available for reprogramming. Furthermore, it is agreed by both parties that the above plan has been developed with the understanding that the preservation of this homestead is the priority issue. The question of the ultimate use of this building and land will be secondary. The property may become a public building or remain residential with restrictive covenants to protect its historic character, if needed, to assure its long term protection and compatibility with other neighborhood development. April 1998 October 1998 June 1998 December 1998 December 1998 Resolution X Ordinance Contract Other Specify Funding Source: Commun. Development Block Grant Funds APPROVAL FOR SUBMITTAL: City Manager 40 STAFF RECOMMENDATION: Approve Resolution authorizing the City Manager to enter into a contract with SENIC to complete the above activities BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: