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HomeMy WebLinkAboutR-1997-070 1997 Neighborhood Improvement ProgramRESOLUTION NO. R-97-70 A RESOLUTION authorizing the City Manager and the City Clerk of the City of Yakima to execute agreements with five neighborhood organizations, to implement the approved projects included in the 1997 Neighborhood Improvement Program WHEREAS, the City of Yakima was a recipient of 1997 Federal Community Development Block Grant funds which may be used, among other things, for Neighborhood Improvement Programs; and WHEREAS, at the December 17, 1996 meeting, the City Council considered and approved the One Year Plan and budget including $50,000 for neighborhood project; and WHEREAS, the Community Development Advisory Committee has researched and evaluated the six applications submitted and has recommended four projects totaling $49,762 including: > Youth Leadership Workshops > Denman Memorial Youth Park > Neighborhood Newsletters > YWCA Family Crisis Shelter Asociacion de Barrios Hispanos Greater Faith Baptist Church Yakima Housing Authority Residents YWCA $13,300 $16,500 $ 5,360 $14,602; and WHEREAS, the City desires that the funds be conditioned upon execution of an agreement with the organizations and project managers; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with these organizations in accordance with the terms and conditions of the attached agreements, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are hereby authorized and directed to execute the attached and incorporated agreements between the City of Yakima and the neighborhood organizations and project managers in order to implement the 1997 Neighborhood Improvement Program as approved by City Council. ATTEST: �� r City Clerk ADOPTED BY THE CITY CO IL this 6th 6 Lynn Buchanan, Mayor y of Ma 1997. MM/ZW/OND5/1/97 CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES 1. Contracting Organization:Asociacion de Barrios Hispanos 2. Address: Del Norte Business Center/24 South 3rd Avenue Yakima, WA 98902 3. Phone: 574-8067 4. Contact Person:Hector Franco 5. Title of Service or Program being Funded:Youth Leadership Workshops 6. Time Period: Beginning May 6, 1997 Ending June 30, 1998 7. Amount of Contract/Grant Award:$13,300.00 8. This contract/grant award and the rights and obligations of both parties hereto shall be subject to and governed by the following, incorporated by reference herein as is fully set forth: 1) General terms and conditions attached hereto or Exhibit "A", 2) Scope of work attached hereto or Exhibit "B". This contract constitutes the entire agreement between the parties. Either party may request modification in the scope of services, project duration, performance or reporting standards, or other terms or conditions herein. Proposed modifications which are mutually agreed upon shall be incorporated by written amendment to this contract signed by both parties. The City and Contracting Organization agree that this contract shall be modified if necessary to achieve compliance with requirements. IN WITNESS THEREOF the parties have executed this contract as of the day and year Cim located below. lenn'J.. Valenzuela, CED Director R.A. Zais, Jr., City Manager Date Signature For Contr Title: 1 ATTEST: City Clerk CRY CONTRACT N0: ^"7_/ RE$cVJTIOM N0: 12- / Gj ` — ! 0 TERMS AND CONDITIONS EXHIBIT "A" I. DESIGNATION 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 "B", 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 (OND) 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 $13,300.00 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 OND supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OND 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 "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima OND 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 OND prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OND 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 OND. 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 in the City of Yakima OND. B. The City of Yakima OND, 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 OND 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 OND 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, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to, Federal Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS 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. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA 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 OND 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. NON-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 which are 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 by all 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 OND, 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 7 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 as 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 OND 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 services furnished 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 OND. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OND 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 OND or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OND 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 OND 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 OND 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 OND in a manner prescribed by the Office at times as may be requested by the Office. 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 OND 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 10 representative of the City of Yakima for any purpose, 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 B, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damage. 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 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 judgements 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 11 Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its 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 OHNC 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 OND 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 OND or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OND or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OND 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. 12 C. Termination for Withdrawal, Reduction or Limitation of Funding In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this contract, and prior to its normal completion, the City of Yakima OHNC 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 OND 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 OND may summarily terminate this contract in 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 OHNC 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 OND 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 OND retains the right to withhold a 13 just and reasonable sum from the final payment to 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 OND 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 existence of 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 OHNC 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, 14 translate, reproduce, deliver, perform, dispose of, and to authorize others to do 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 OND, 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 OND, 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 OND 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. VENUE 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 greed 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 15 the courts of competent jurisdiction at Yakima in Yakima 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. XXXV.REFUND OF CONTRACT PROCEEDS The Contracting Organization shall return to the City all monies provided hereunder by the City to the Contracting Organization if either of the following occur: 1. The Contracting Organization materially changes the primary purpose and scope of the Neighborhood Improvement 16 Project as described on Exhibit "B" to the contract; or 2. Within ten (10) years from the date of execution of the Contract, the real property that is the subject of the Neighborhood Improvement Project described on Exhibit "B" to the Contract is sold or transferred in any way by the Contracting Organization. 17 EXHIBIT "B" SCOPE OF WORK Youth Leadership Workshops PROJECT TITLE Asociacion de Barrios Hispanos CONTRACTING ORGANIZATION: 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addressed and problems to be solved). The Youth Leadership Institute is an interactive leadership and employment skill building series of workshops that uses the cultural strengths, values and traditions as a unifying basis from which the participants begin to know who they are, what their dreams and aspirations are and how to develop work plans to realize their personal goals and to raise their community consciousness. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments). 3rd Quarter - July, August & September 1997 Develop training materials, identify instructors and community facilitators. Identify and contract for site facility. Announce and market Youth Leadership Institute Program to the community. Select youth participants, sign contracts with instructors and facilitators. 4th Quarter - October, November & December 1997 Hold intensive two day workshop during first week of October. Hold one day follow up workshops on specific areas such as leadership, public speaking, grooming for the workplace, ect. Develop specific community project to be worked on during the summer. Find employment for participants during the summer. 1st Quarter - January, February & March 1998 Carry out community project. Participants to hold summer jobs. Hold one day workshop during March for feedback and evaluation of program. 2nd Quarter - April, May & June 1998 Prepare written evaluation of overall program with presentation to City Council. 18 CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES 1. Contracting Organization: YWCA Family Crisis Shelter 2. Address: 15 North Naches Avenue Yakima, WA 98901 3. Phone: 248-7796 4. Contact Person:Patty Dion Executive Director/Peggy Baken-Weed Program Manager 5. Title of Service or Program being Funded: YWCA Family Crisis Center 6. Time Period: Beginning May 6, 1997 Ending June 30, 1998 7. Amount of Contract/Grant Award:$14,602.00 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) General terms and conditions attached hereto or Exhibit "A", 2) Scope of work attached hereto or 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 ,indeed below. Glenn,J. Valenzuela, _ r r-/ � ' /'9 CED Director Date / Z Ct Manager 5 R.A.Jr., City � a ,45;;L;L) Signatu e Fo Contracting Organization Date Date Title 1 ATTEST: City Clerk cmc* 97-5-8 uscurtiog MC — 9-2 --79 TERMS AND CONDITIONS EXHIBIT "A" I. DESIGNATION 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 $14,602.00 for said project. III. GENERAL BUDGET PROVISIONS The Contracting Organization agrees to the following provisions in satisfying the teLms 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 ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage suyzaries, 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 "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima OND 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 OND prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OND 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 OND. 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 in the City of Yakima OND. B. The City of Yakima OND, 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 OND 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 OND 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, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to, Federal Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS 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. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA 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 OND 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. NON-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 which are 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 by all 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 tines 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 OND, 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 7 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 as 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 OND 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 services furnished 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 OND. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OND 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 OND or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OND 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 OND 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 OND 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 infoimation 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 OND in a manner prescribed by the Office at times as may be requested by the Office. 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 OND 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 10 representative of the City of Yakima for any purpose, 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 B, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damage. 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 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 judgements 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 11 Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold halluless the City of Yakima and all of its 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 OHNC 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 OND 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 OND or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OND or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OND 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. 12 C. Termination for Withdrawal, Reduction or Limitation of Funding In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this contract, and prior to its normal completion, the City of Yakima OHNC 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 OND 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 OND may summarily terminate this contract in 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 OHNC 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 OND 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 OND retains the right to withhold a 13 just and reasonable sum from the final payment to 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 OND 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 existence of 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 OHNC 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, 14 translate, reproduce, deliver, perform, dispose of, and to authorize others to do 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 OND, 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 OND, 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 OND 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 TeLnLs 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. VENUE 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 greed 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 15 the courts of competent jurisdiction at Yakima in Yakima 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. XXXV.REFUND OF CONTRACT PROCEEDS The Contracting Organization shall return to the City all monies provided hereunder by the City to the Contracting Organization if either of the following occur: 1. The Contracting Organization materially changes the primary purpose and scope of the Neighborhood Improvement 16 Project as described on Exhibit "B" to the contract; or 2. Within ten (10) years from the date of execution of the Contract, the real property that is the subject of the Neighborhood Improvement Project described on Exhibit "B" to the Contract is sold or transferred in any way by the Contracting Organization. 17 EXHIBIT "B" SCOPE OF WORK Renovation of Existing Shelter PROJECT TITLE YWCA of Yakima CONTRACTING ORGANIZATION 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addressed and problems to be solved). The facility is 41 years old and requires some capital improvements to maintain the integrity of the structures. Client needs and expanded programs also demand new equipment, such as phones for counseling and follow-up, and computers to maintain accurate records and to maximize program efficiency. There is a need for interior and exterior paint on all of the buildings. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments). 3rd Quarter - July, August & September 1997 Install handicap accessible bathroom, vinyl floor in children's house kitchen, prep and paint children's house interior, install new phone system, wooden wall cabinet for equipment, new couches for counseling room, computer desk, purchase, install & network 2 Pentium computers. 4th Quarter - October, November & December 1997 Vinyl for (2) bedrooms in shelter, refinish shelter kitchen cabinets & replace hardware, plant shrubs and sod in front of property, lay bark in front of property, scrape and pressure wash exterior of all buildings. 1st Quarter - January, February & March 1998 Scrape, prep, power wash, paint all (3) buildings, shrubbery for front of property (20 X $10 ea.), Bark for front of property (5 yds.), repair retaining wall and add sod to front of property. 2nd Quarter - April, May & June 1998 Audio/visual cabinet for counseling sessions, prep and paint interior counseling offices, pull old carpet and install new in counseling office. 18 CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES 1. Contracting Organization:Yakima Housing Authority Resident Council 2. Address: 801 Central Avenue, #73 Yakima, WA 98901 3. Phone: 452-0653 4. Contact Person:Margaret Gomez 5. Title of Service or Program being Funded: Neighborhood Newsletter 6. Time Period: Beginning May 6, 1997 Ending June 30, 1998 7. Amount of Contract/Grant Award:$5,360.00 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) General terms and conditions attached hereto or Exhibit "A", 2) Scope of work attached hereto or 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. -iIN WITNESS THEREOF the parties have executed this contract as of the day and year/indicated below. / Glenn J. Valenzuela, CED Director Date -6 JA7ci./ R.A.. Zais, Jr., City Manager Date . Signature For Contracting Orgaization Date Title(--/ /jX ! ")(,.X 1 ATTEST: City Clerk CITY CONTRACT NO:. 7 -S7 RESOLUTION NO: 04Z -c3 7-70 TERMS AND CONDITIONS EXHIBIT "A" I. DESIGNATION 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 "B", 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 (OND) 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 $5,360.00 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 OND supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OND 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 "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima OND 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 OND prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OND 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 OND. 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 in the City of Yakima OND. B. The City of Yakima OND, 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 OND 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 OND 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, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to, Federal Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS 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. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA 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 OND 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. NON-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 which are 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 by all 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 OND, 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 7 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 as 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 OND 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 services furnished 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 OND. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OND 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 OND or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OND 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 OND 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 OND 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 OND in a manner prescribed by the Office at times as may be requested by the Office. 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 OND 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 10 representative of the City of Yakima for any purpose, 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 B, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damage. 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 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 judgements 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 11 Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its 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 OHNC 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 OND 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 OND or its authorized representative within the time specified by same; 3. The Contracting Organization has failed within the time specified by the City of Yakima OND or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OND 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. 12 C. Termination for Withdrawal, Reduction or Limitation of Funding In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this contract, and prior to its normal completion, the City of Yakima OHNC 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 OND 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 OND may summarily terminate this contract in 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 OHNC 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 OND 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 OND retains the right to withhold a 13 just and reasonable sum from the final payment to 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 OND 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 existence of 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 OHNC 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, 14 translate, reproduce, deliver, perform, dispose of, and to authorize others to do 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 OND, 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 OND, 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 OND 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. VENUE 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 greed 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 15 the courts of competent jurisdiction at Yakima in Yakima 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. XXXV.REFUND OF CONTRACT PROCEEDS The Contracting Organization shall return to the City all monies provided hereunder by the City to the Contracting Organization if either of the following occur: 1. The Contracting Organization materially changes the primary purpose and scope of the Neighborhood Improvement 16 Project as described on Exhibit "B" to the contract; or 2. Within ten (10) years from the date of execution of the Contract, the real property that is the subject of the Neighborhood Improvement Project described on Exhibit "B" to the Contract is sold or transferred in any way by the Contracting Organization. 17 EXHIBIT "B" SCOPE OF WORK Equipment to produce newsletters and flyers PROJECT TITLE Yakima Housing Authority Resident Council CONTRACTING ORGANIZATION: 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addressed and problems to be solved). Equipment to produce newsletters, meeting flyers and information sheets for tenants. This equipment will enpower the resident council to produce grant proposals, do the necessary correspondence and store data independently. Computer and monitor, printer, scanner, publishing software 36 mm zoom/panorama camera, film and developing costs.Funds for printing, folding of: 4 issues-childrens newsletters, 6 issues -tenant household. Tenant survey to provide a solid statistical base to tailor grant for the tenant population. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, by whom, when, indicators of progress/accomplishments). 3rd Quarter - July, August & September 1997 Tenant Coucil sets policy on use of equipment, responsible party(s) access/log in log out, age requirements, supervision requirement, availability priority and hours. Find editor/computer consultant as independent contractor for childrens newsletter. Market research on equipment (prices and upgrades occur monthly overnight), from local and mailorder services and make purchases. 4th Quarter - October, November & December 1997 Tenant survey is written and performed. Results are recorded. Tenant and children newsletters. 1st Quarter - January, February & March 1998 Tenant and children newsletters. 2nd Quarter - April, May & June 1998 Tenant and children newsletters. 18 CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES 1. Contracting Organization:Greater Faith Baptist Church 2. Address: 87.2 - 814 South 6th Street Yakima, WA 98901 3. Phone: 575-2437 4. Contact Person:Pat Brown 5. Title of Service or Program being Funded:penman Memorial Youth Park 6. Time Period: Beginning Mav 6, 1997 Ending June 30, 1998 7. Amount of Contract/Grant Award:$16,500.00 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) General terms and conditions attached hereto or Exhibit "A", 2) Scope of work attached hereto or 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 J. Valenzuela, CED Director Date R.A. Zais, Jr., City Manager Date ATTEST: City Clerk Signature For Contracting Organization Date Title: 1 TERMS AND CONDITIONS EXHIBIT "A" I. DESIGNATION 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 "B", 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 (OND) 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 $16 500.00 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 OND supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 2. Determination by the City of Yakima OND 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 I3udget. 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 "B" of this Contract, and all funds received must be used for service as identified in Exhibit "B" of this Contract. C. 1. The Contracting Organization shall submit to the City of Yakima OND 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 OND prior to the submittal of claims against the budget. IV. COMMENCEMENT OF WORK The City of Yakima OND 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 OND. 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 in the City of Yakima OND. B. The City of Yakima OND, 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 OND 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 OND 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, and the rules and regulations promulgated by the U.S. Department of Housing and Urban Development, including but not limited to, Federal Community Development Block Grant Regulations; and other policies and guidelines established by the City of Yakima OHNC. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REOUIREMENTS 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. Environmental Review 1. NEPA The City of Yakima OHNC retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima OHNC may require the Contracting Organization to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. 2. SEPA 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 ONI) 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. NON-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 which are 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 by all 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 OND, 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 7 at other times deemed reasonable and proper by these representatives. C. The Contract Organization shall be required tc> 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 thje 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 as 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 OND 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 services furnished 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 OND. 7. Any nonexpendable personal property furnished to, or purchased by, the Contracting Organization, title to which is vested in the City of Yakima OND 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 OND or federal government, the Contracting Organization agrees to execute such security agreements and other documents as shall be necessary for the City of Yakima OND 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 OND 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 OND 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 OND in a manner prescribed by the Office at times as may be requested :by the Office. 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 OND 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 10 representative of the City of Yakima for any purpose, 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 B, to the City of Yakima. XXI. INSURANCE A. Public Liability and Property Damage. 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 11 services to be rendered or performed under this Contract ti.L11 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 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 judgements 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 11 Organization's own risk and the Contracting Organization expressly agrees to indemnify and hold harmless the City of Yakima and all of its 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 QUI If the Contracting Organization fails to comply with the terms and conditions of this Contract, the City of Yakima OHNC 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: :L. The lack of compliance with the provisions of this Contract are of such scope and nature that the City of Yakima OND 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 OND or its authorized representative within the time specified by same; :3. The Contracting Organization has failed within the time specified by the City of Yakima OND or its authorized representative to satisfactorily substantiate its compliance with the terms and conditions of this Contract, then: The City of Yakima OND 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. 12 C. Termination for Withdrawal, Reduction or Limitation of Funding In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this contract, and prior to its normal completion, the City of Yakima OHNC 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 OND 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 OND may summarily terminate this contract in 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 OHNC 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 OND 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 OND retains the right to withhold a 13 just and reasonable sum from the final payment to 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 OND 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 th.t 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 existence of 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 OHNC 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, 14 translate, reproduce, deliver, perform, dispose of, and to authorize others to do 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 OND, 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 OND, 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 OND 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. VENUE 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 greed 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 15 the courts of competent jurisdiction at Yakima in Yakima 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.CONFL:ICT 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. XXXV.REFUND OF CONTRACT PROCEEDS The Contracting Organization shall return to the City all monies provided hereunder by the City to the Contracting Organization if either of the following occur: 1. The Contracting Organization materially changes the primary purpose and scope of the Neighborhood Improvement 16 Project as described on Exhibit "B" to the contract; or 2. Within ten. (10) years from the date of execution of the Contract, the real property that is the subject of the Neighborhood Improvement Project described on Exhibit "B" to the Contract is sold or transferred in any way by the Contracting Organization. 17 EXHIBIT "B" Denman Memorial Youth Park PROJECT TITLE SCOPE OF WORK Greater Faith Baptist Church CONTRACTING ORGANIZATION: 1. DESCRIPTION OF PROJECT: (Detailed description statement of the project/program, purpose of project/program, needs to be addressed and problems to be solved). The Joe T. Denman Memorial Youth Park will be a visible enhancement to this neighborhood, a positive addition to the community and a development model for underserved communities. It will also be a place where parents and young children can play together. 2. GOALS TO ACCOMPLISH IN PROJECT/PROGRAM: (How, :by whom, when, indicators of progress/accomplishments). 3rd Quarter - July, August & September 1997 Clear and grade property. Install fencing and gates. Install sign. 4th Quarter - October, November & December 1997 None 1st Quarter - January, February & March 1998 None 2nd Quarter - April, May & June 1998 Landscape property, including site screening as per original drawing and skill tracks. Install permanent signage. 18 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of May 6. 1997 ITEM TITLE: Contracts for 1997 Neighborhood Improvement Program SUBMITTED BY: Glenn J. Valenzuela, Director of Community and Economic Develop CONTACT PERSON/TELEPHONE: Marvin Miller, Acting Block Grant Manager 575- / SUMMARY EXPLANATION: The City Council at its regular scheduled meeting of April 15, 1997, approved four Neighborhood Improvement Program projects. The attached resolution authorizes the City Manager and City Clerk to execute contracts with the four organizations to complete the projects as approved by City Council. Council will note in accordance with their direction, language has been added to Article 20 and Article 35 as follows: XX. QUARTERLY REPORT: The contracting organization agrees to submit a written quarterly report outlining the progress of exhibit b, to the City of Yakima. XXV. REFUND OF CONTRACT PROCEEDS The Contracting Organization shall return to the City all monies provided hereunder by the City to the Contracting Organization if either of the following occur: 1. The Contracting Organization materially changes the primary purpose and scope of the Neighborhood Improvement Project as described on Exhibit "B" to the contract; or 2. Within ten (10) years from the date of execution of the Contract, the real property that is the subject of the Neighborhood Improvement Project described on Exhibit "B" to the Contract is sold or transferred in any way by the Contracting Organization. Resolution X Ordinance Contract Other (Specify) Funding Source Community Development Block Grant funds APPROVAL FOR SUBMITTAL: ``�� ity Manager STAFF RECOMMENDATION: BOARD RECOMMENDATION: COUNCIL ACTION: Approve Resolution