HomeMy WebLinkAbout09/05/2017 12 Community Economic Revitalization Board (CERB) Planning Grant Agreement; Yakima Business Incubator and Public MarketITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDASTATEMENT
Item No. 12.
For Meeting of: September 5, 2017
Resolution authorizing execution of a Community Economic
Revitalization Board (CERB) Planning Grant Agreement for funds
to evaluate real estate options for the establishment of a Yakima
Business Incubator and Public Market
SUBMITTED BY: Sean Hawkins, Economic Development Manager, 575-6274
SUMMARY EXPLANATION:
The Yakima City Council authorized the City Manager to apply for a $50,000 CERB Planning
Grant to evaluate real estate options for a Yakima Business Incubator and Public Market during
their September 20, 2016 City Council meeting. The application was approved for funding at the
November 17, 2016 CERB Board Meeting in Olympia. In May 2017, the City Council approved
a contract with Graham Baba Architects to perform the study. This final step in the process is to
approve the agreement with CERB to receive $50,000 in grant funding for the project.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Economic Development
APPROVED FOR
SUBMITTAL:
City Manager
STAFF RECOMMENDATION:
Adopt resolution
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
rRsolution d'7977017 Cover Memo
CERB Grant Agreement September 2017 9'2312017 Cover Menlo
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A RESOLUTION
RESOLUTION NO. R -2017 -
authorizing execution a Community Economic Revitalization Board
(CERB) Planning Grant Agreement for funds to evaluate real estate
options for the establishment of a Yakima Business Incubator and
Public Market.
WHEREAS, the City of Yakima is committed to assisting entrepreneurs to start
businesses within the City and to lower business initiation barriers in order to provide for a
variety of businesses and opportunities for City residents; and
WHEREAS, increasing opportunities for businesses in Yakima can be a catalyst
for job growth and long term economic prosperity for residents and the City; and
WHEREAS, the Yakima City Council authorized the City Manager to apply for a
$50,000 CERB Planning Grant to evaluate real estate options for a Yakima Business
Incubator and Public Market during their September 20, 2016 City Council meeting; the
application was approved for funding at the November 17, 2016 CERB Board Meeting in
Olympia; and
WHEREAS, the City of Yakima has followed the procedures established by the
State of Washington to select and recommend Graham Baba Architects to conduct the
study and the Yakima City Council approved a contract for the work with that firm at their
May 16, 2017 meeting; and
WHEREAS, as its part in receiving the grant funds the City is committed to
providing a 25% local match as required by CERB; the City's matching funds are included
in the 2017 City of Yakima Budget Process; and
WHEREAS, the City Council of the City of Yakima finds that it is in the best
interests of its residents to accept the CERB Planning Grant Agreement attached hereto
and incorporated herein by this reference for grant funds to further evaluate real estate
opportunities for a Public Market, or other similar business incubator project that will open
up additional business opportunities to residents and facilitate economic growth in
Yakima, now, therefore;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached Community
Economic Revitalization Board (CERB) Planning Grant Agreement, attached hereto and
incorporated herein by this reference, to accept grant funds from the State of
Washington's CERB Program, to be applied to planning costs and expenses associated
with a Public Market business concept which could provide unique and additional
economic development opportunities for the City of Yakima.
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ADOPTED BY THE CITY COUNCIL this 5'h day of September, 2017.
ATTEST: Kathy Coffey, Mayor
Sonya Clear Tee, City Clerk
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Capit& Agreement with
For
ECONOMIC REVITALIZATION
INVESTING IN
WASHINGTON'S ECONOMIC FUTURE
City of Yakima
through the
Community Economic Revitalization Board
Business Incubator, Commercial Kitchen,
and Public Market Real Estate Valuation Study
Start date: Date of last signature
Department of Comrnerce
Innovation is in our nature.
Washington State Department of Commerce
www.commerce.wa.gov
6
Face Sheet
Project Special Terms and Conditions
1. Billing Procedures and Payment 5
2. Contract Management 5
3. Contract Period .........................
6
4. Historical or Cultural Artifacts
5. Insurance
6. Order of Precedence .................8
7. Reimbursement 8
Program Special Terms and Condflons 9
1. Definitions 9
2. Copyright Provisions ................ .............................. 9
3. Interest on CERB Funds ................. . ....................... 9
4. Notice 9
5. Performance Reporting 10
6. Project Completion 10
7. Project Performance .10
8. Restrictions on Conversion of Facility to Other 10
9. Subcontracting .......... ............. ........ ....... ..... ......,....,........,.... 10
General Terms and Conditions
1. Definitions 11
2. Allowable Costs . 11
3. All Writings Contained Herein 11
4. Amendments 11
5. Americans with Disabilities Act (ADA) ......................... 11
6. Approval 11
7. Assignment 11
8. Attorney's Fees 11
9. Audit 12
10. Code Requirements 12
11. Confidentiality/Safeguarding of Information ................. 13
12. Conformance 13
13. Copyright Provisions 13
14. Disallowed Costs 14
15. Disputes 14
16. Duplicate Payment 14
17. Ethics/Conflicts of I nterest 14
18. Governing Law and Venue 14
19. Indemnification 14
20. Independent Capacity of the Contractor ...................... 15
21. Industrial Insurance Coverage 15
22. Laws 15
23. Licensing, Accreditation arid Registration .....................................16
24. Limitation of Authority 16
25. Local Public Transportation Coordination 16
26. Noncompliance With Nondiscrimination Laws . . 16
27. Political Activities 16
28. Prevailing Wage Law . 16
29. Prohibition Against Payment of Bonus or Commission.........,.,....., 16
30. Publicity 16
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31. Recapture 17
32. Records Maintenance.......................................e.,....,.,.,,a ..a,,,,, 17
33. Registration With Department of Revenue ............... ........a ....,,.., 17
34. Right of Inspection...................................a..;.......... aa...,,......17
35. Savings .17
36. Severability ....,..... .17
37. Subcontracting 17
38. Survival 18
39. Taxes 18
40. Termination for Cause/Suspension................. ..A.,.a:....,d,............ 18
41. Termination for Convenience ......................t... ,.....::3t.,..A..A..,.A 18
42. Termination Procedures 18
43. Waiver „aa...a.a...,..d..,.19.
Attachment A, Scope of Work
Attachment B, Budget 21
Attachment C, Signed Certification Page of Application Form .......:.......a.22
Attachment D, Initial Offer of Financial Aid...........................................:.23
Attachment E, Pre -Contract Requirements..................................:a.,...,,.: 24
Attachment F, Planning Study Minimum Requirements .......... .:25
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1. Contractor
City of Yakima
129 North Second Street
Yakima, WA 98901
Washington State Department of Commerce
Community Economic Revitalization Board
Contract Number: S16 -790A0-106
2. Contractor Doing Business As
3. Contractor Representative
Sean Hawkins
Economic Development Manager
(509) 575-6274
5. Contract Amount
$50,000
6. Funding Source
Federal: n State:
9. Federal Funds (as applicable) 10. Federa
N/A
N/A
4. CERB
Representative
Janea Eddy
CERB Program Manager
360.725.3151
360.664.3029 fax
7. Start Date
Date of Last
Signature
Agency
P.O. Box 42525
Olympia, WA 98504-2525
C�����urn�e��
NUA
8. End Date
Two years from the
date of Last
10. Tax ID #
91-6001293
11. SWV #
12. UBI #
14. Contract Purpose
A feasibility study to refine the concept of a Public Market and Mixed -Use Incubator/Connmercial Kitchen; including final
location selection, |ayout, conceptual drawings, and estimated construction budget.
CERB, defined as Community Economic Revitalization Board, and Contractor acknowledge and accept the terms
of this Contract and attachmentand have executed this Contract on the date below to start as of the date and year
referenced above. The rights and obligations of both parties to this Contract are governed by this Contract and the
following other documents incorporated by reference: Attachment "A" — Scope of Work, Attachment "B" — Budget,
Attachment "C" — Signed Certification Page of Application Form, Attachment "D" — Initial Offer of Financial Aid,
Athachment"E^— Pre -Contract Requirements, Attachment "F" — Planning Study Minimum Requirements.
This Contract shall be approved by the Contractor through its governing body and signed by the official
representative of that body and returned to CERB by ° Se.tsr 7 .2. I-7
FOR THE CONTRACTOR
City ofYakima
Date
FOR CERB
David Rhoden, Chair
Community Economic Revitalization Board
Date
Sandra Adix
Assistant Aborney G: eral.
� ^^
Date
10
PROJECT SPEC!AL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
1. BILLING PROCEDURES AND �&��E�T ~-
CERB will reimburse Contractor upon receipt and acceptance of properly completed state voucher form and a recap of
expenditures form, which shall be submitted to the Representative of CERB not more often than monthly.
The Contractor must submit to CERB a properly completed A-19 form, with all necessary backup documentation. The request
must be signed by an official of the Contractor's organization who has the signature authority to submit such requests.
The request for reimbursement must include backup documentation to substantiate the payment being requested. The
Contractor must include documentation of material receipts for eligible goods and services.
All requests for reimbursement shall describe and document, to CERB's satisfaction, a description of the work performed, the
progress of the pject, and reimbursable costs. Requests for reimbursement shall include the contract reference number
S10 -790A0-108.
Payment shall be considered timely if made by CERB within thirty (30) calendar days after receipt of properly completed and
documented requestfor reimbursement. Payment shall be sent to the address designated by the Contractor.
CERB may. in its sole discretion, terminate the contract or withhold reimbursement if the Contractor fails to satisfactorily
comply with. any term or condition of this contract.
No payments in advance or in anticipation of the scope of work to be completed under this contract shall be made by CERB.
Totat funds disbursed shall not exceed actual amounts required for the projectject described or the amount of the CERB award,
whichever is the lesser. All funds other than CERB's must be disbursed prior to CERB funds, except where required on a
matching basis by other federal or state programs. If a combination loan and grant is approved, under no circumstances will
payment be made from the grant portion prior to disbursement of funds from the loan portion. CERB will not recognize any
requests for project costs overruns. No paymenwill be made except as expressly provided herein.
CERB shall wi
hold ten (10) percent of the total funding award until projectoomp|etionandaooephanoebyCER8ofthefina|
Project Completion Report.
Duplication
f�BiU Costs
The Contractor shall not bill CERB for work under this Agreement, and CERB shall not pay the Contractor, if the Contractor is
entitled to payment or has been or will be paid by any other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its
subcontractors.
All property, facilities, and records developed pursuant to this agreement shall be available for inspection upon request during
regular business hours by CERB or its authorized representative. All records supporting every request for payment shall be
maintained in a manner which will provide an audit trail to the expenditures. Copies of records shall be furnished to CERB
immediately upon request. This paragraph shall be included in any and all subcontracts let by the Contractor under this
agreement.
2. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and
billings regarding the performance of this Contract.
The Representatives for CERB and the Contractor and their respective contact information, are identified on the Face Sheet
of this Contract.
Page 5of25
11
PROJECT SPECIAL TERMS AND CONDIT!ONS
CAPITAL -RELATED
STATE FUNDS
3. CONTRACT PERIOD
A.' The effective date of this Contract is the date of Iast signature.
B. Costs to be reimbursed by. CERB under this Contract are those eligible incurred during the performance of the
Contract work specified in Attachment "A" on orafb»rNovember the date of the Initial C>fferofFinancial Aid,aaopeoi�edin8�aohment"D."
4. HISTORICAL OR CULTURAL ARTIFACTS, HUMAN REMAINS
Certain capital construction projectmay be subject to the requirements of Washington State Executive Order 05-05
"Archaeological and Cultural Resources", effective November 10, 2005. To the extent that Executive Order 05-05 may apply
to a project approved by CERB, the Contractor will cooperate with CERB to undertake necessary compliance under the
OrderIn the event that historical or cultural artifacts are discovered at the Project site during construction or rehabilitation, the
Contractor shall immediately stop nnnutruution, make a reasonable effort to protect the area from further disturbance, notify
the local or Tribal historical preservation office, as appropriate, and the state historic preservation officer at the Department of
Archaeology and Historic Preservation at(30O)b8G'3O65. In the event that human remains or suspected human remains are
discovered at the Project site during construction or rehabilitation Contractor shall immediately stop construction and shall
immediately cease any activity which may cause further disturbance, make a reasonable effort to protect the area from further
disturbance, and report the presence and location of the remains to the coroner and local law enforcement in the most
expeditious manner possible
5. INSURANCE
The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect
CERB should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or
intentional act or omission of the Contractor or Subcontractor, or agents of either while performing under the terms of this
Agreement.
The insurance required shall be issued by an insurance company authorized to do business within the state of Washington.
Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the state of Washington, CERB,
and its agents, officers, and employees as additional insured under the insurance policy. All policies shall be primary to any
other valid and collectable insurance. The Contractor shall instruct the insurers to give CERB thirty (30) calendar days
advance notice of any insurance cancellation or modification.
The Contractor shall submit to CERB within fifteen (15) calendar days of the Agreement start date, a certificate of insurance
which outlines the coverage and limits defined in this insurance section. During the term of the Agreement, the Contractor
shall submit renewal certificates not less than thirty (3U)calendar days prior toexpirationof,eaohpo/icyrequiredund�r�hio
section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this
Agreement, as foliows:
Commercial General Liability Insurance Po|i;y. Provide aCommercial General Liability Insurance Po|ioy, including
contractual /iabUity, written on an occurrence baoin, in adequate quantity to protect against legal liability arising out of
Agreement activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring
that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.
Automobile Liability. In the event that performance pursuant to this Agreement involves the use of vehicles, owned or
operated by the Contractor or its Subcontractor, automobile liability insurance shall be required. The minimum limit for
automobile Iiability is $1 000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance. The Contractor shall maintain Professional Liability or Errors
and Omissions Insurance. The Contractor shall maintain minimum limits of no less than $1,ODO.O8Oper occurrence tm
cover all activities by the Contractor and licensed staff employed or under contract to the Contractor. The state of
Washington, its egents, offioero, and employees need not be named as additional insureds under this policy.
Page 6 of 25
12
PROJECT SPECIAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the
purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other
instruments of payment for program costs shall be insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Agreement shall be $100,000 or the highest of planned
reimbursement for the Agreement period, whichever is Iowest. Fidelity nsurance secured pursuant to this paragraph
shall name CERB as beneficiary.
B. Subcontractors that receive $10,000 or more per year in funding through this Agreement shall secure fidelity
insurance as rioted above. Fidelity insurance secured by Subcontractors pursuant to this paragraph shall name the
Contractor as beneficiary.
C. The Contractor shall provide, at CER'nroquent.00pieeofinnuranoeinstrumentsnroertifinatonafromtheinsunannn
issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is
covered, the amounts, the period of coverage, and that CERB will be provided thirty (30) days advance written notice
of cancellation.
SELF-INSURED CONTRACTORS ONLY
Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from CERB, the Contractor
may provide the coverage above under a self-insured/liability pool or self-insured risk management program. In order to
obtain permission from CERB, the Contractor shall provide: (1) a description of its self-insurance program, and (2) a
certificate and/or letter of coverage that outlines coverage limits and deductibles. All self-insured risk management
programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles
(GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2)
Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial
reporting. Contractor's participating in joint risk pools shall maintain sufficient documentation to support the aggregate
claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be
named as additional insured under a self-insured property/liability pool, if the pool is prohibited from naming third parties
as additional insured.
Contractor shall provide annually to CERB a summary of coverages and a letter of self insurance, evidencing continued
coverage under Contractor's self-insured/liability pool or self-insured risk management program. Such annual summary of
coverage and letter of self insurance will be provided on the anniversary of the start date of this Agreement.
Employers Liability ("Stop Gap")' ^
In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial umbrella liability
insurance with Iimits not less than $1 000,000 each accident for bodily injurybyoccidentof$1.000.ODOeoohemp|oyeefnr
bodily injury or disease.
Additional Provisions:
Excess Coverage. By requiring insurance herein, CERB does not represent that coverage and limits will be adequate to
protect Contractor and such coverage and Iimits shall not timit Contractor's liebility under the indemnities and
reimbursements granted to CERB in this Agreement.
Unemployment and Industrial Insurance. The Contractor shall be in full compliance with all state unemployment and
industrial insurance laws while performing work under this contract. CERB will not be responsible for payment of
industrial insurance premiums or for any other claim or benefit for the Contractor, or any subcontractor or employee of the
Contractor, which might arise under the industrial insurance laws during performance of this contract.
Protection of Project Propertv, Contractor's Assumption of Risk.
The Contractor shall continuously maintain adequate protection of all the project work from damage and shall protect the
property from ijury or loss arising in connection with this contract. The entire work of the Contractor shall be at the sole
risk of the Contractor. The Contractor may elect to secure fire, extended coverage and vandalism insurance or all-risk
insurance to cover the prject work during the course of construction.
The Contractor shall take ail necessary precautions for the safety of employees working on the project, and shall comply
with all applicable provioioDs of federal, state and local safety laws and building codes to prevent accidents or injuries to
peraonu.on.obout.orad]amynttothepnamioeavvhenythewmrkiobeingperformndL
Page 7 of 25
13
PROJECT SPECIAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
6. ORDER OF PRECEDENCE ^ �
In the event of an iriconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the foliowing
order:
~
Applicable federal and state of Washington statutes and regulations
• Project Special Terms and Conditions
• Program Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Scope of Work
�
Attachment B — Budget
� AttaohmentC—SignedCedificaUonPogeofApp|ioatiunForm
• Attachment 0 — Initial Offer of Financial Aid
m`
Attachment E — Pre -Contract Requirements
T. REIMBURSEMENT
CERB shall reimburse Contractor in an amount not to exceed $50,000 for the performance of all things necessary for or
incidental to the performance of work as set forth in the Scope of Work. Contractor's reimbursement shall be in accordance
with the terms of this agreement.
If funding or appropriation is not available at the time the invoice is submitted, or whenthisoonboutisexeouhad.theieuuanoa
of warrants will be delayed or suspended until such time as funds or appropriation become available. Therefore, subject to
the availability of funds, warrants shall be issued to the Contractor for reimbursement of allowable expenses incurred by the
Contractor while undertaking and administering approved project activities in accordance with the scope of work.
The Board will pay the Contractor after the Contractor has completethe work described in this Contract and the Contractor
has sent the Board properly completed invoices. Invoices shall be submitted to the Board not more often than monthly.
Payment shall be considered timely if made by the Board within thirty (30) calendar days after receipt of properly completed
invoices. Payment shall be sent to the address designated by the Contractor.
The Board may, at its sole discretion, terminate the contract or withhold reimbursement if the Contractor fails to satisfactorily
comply with any term or condition of this contract. ^ `
The Board will make no payments in advance or in anticipation of completion of work described in this Contract.
Total amounts paid under this Contract shall be the lesser of actual amounts required for the work described in this Contract
or the amount of the Board award.
Twenty five percent (25%) of matching funds for the public project must be spent rior to drawing Board funds. SubeeouenUy,
matching funds must be spent in concert with the CERB award, dollar for dollar ($1 CERB award to $1 matching funds) until
the CERB award or matching funds are exhausted.
The Board shall withhold ten percent (10%) ofthe total funding award until projectject completion and acceptance of the final
Page 8 of 25
14
PROGRAM SPECIAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
1. DEFINITIONS
A. "Initial Offer of Financial Aid" shall mean the written offer of financial assistance offered by CERB and accepted by the
Contractor.
B. "Project" shall mean the project approved for funding by CERB, as described in Attachment "A" —SonpeofVVmrk.
C. "Project Completion Report" shall mean the report provided by CERB to the Contractor to be submitted upon the
completion ofthe CERB-fundedproject.
2.
Notwithstanding the provisions of General Term and Condition 13
, COPYRIGHT PROVISIONS, of this contract, the
Contractor has ownership rightin all data and blueprints that the Contractor produces under this contract, subjectto the
CERB right to royaIty free use of these materiais.
3. INTEREST ON CERB FUNDS
In those cases where funds have been disbursed by CERB, and the funds are not expended within thirty (30) days due to
other circumstances, the Contractor shall owe the interest on all unexpended funds past thirty (30) days. All interest accruing
on such funds shail inure to the benefit of CERB. Interest shall accrue at the same rate that the furids would have earned in
the CERB Account held by the State Treasury Department.
4. NOTICE
All noticee, damando, raqueots, consents, approvals, and other communication which may be or are required to be given by
either party to the other under this agreement shall be in writing and shall be deemed to have been sufficiently given for all
purposes when. delivered or mailed by first class postage or certified mail, postage prepaid, addressed as follows:
a) Notice to CERB:
Washington State Department of Commerce
Community Economic Revitalization Board (CERB)
1U11Plum St8E
P.(].Box 42525
Olympia, WA 88504'2525 ^
b) Notice to Contractor:
Sean Howkino
Economic Development Manager
City ofYakima
129 North Second Street
Yakima, WA 08901
or to such other official or addresses the Contractor shall have furnished to CERB in writing.
5. PERFORMANCE REPORTING
The Contractor shall submit progress reports as required by CERB. The Contractor shali also report, in writing any problems,
delays, or adverse conditions which will materially affecthe ability to meet project objectives, time schedules, or work units by
the estabiished time period. This disclosure shall be accompanied by a statement of the action taken or contemplated and
any CERB assistance needed to resolve the situation,
Upon final request for reimbursement, the Contractor shall submit a Project Completion Report to CERB, signed by the
Contractor's responsible party, which shall include, but not be limited to, an accounting of all expenditures, a description of
work accomplished, further refinement of private sector permanent employment impacts, etc. (format to be provided by
Page 9 of 25
15
PROGRAM SPECIAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
After submission of the Project Completion Report, the Contractor shall continue, for up to five years or as may be required by
CERB, to provide updates on the economic impact of the project. The updates shall be in a format acceptable to CERB and
describe, but not be limited to:
Number and types of businesses assisted by the project
Private sector employment and private investment activity resulting from the project
Wages and health benefits associated with the private sector employment
Amount of state funds and total capital invested in the project
Local fund match and local participation in the project
Transportation infrastructure available for the, completed project
6. PROJECT COMPLETION
The project shall be completed within two (2) years from the date of contract execution, unless otherwise specified. Extension
may be considered upon appropriate written request. Any changes are to be incorporated into this document as additions or
amendments to Special Conditions.
If at any time during the term of this agreement CERB determines that project performance is unsatisfactory, including, but not
limited to: (a) defective work not remedied, or (b) a reasonable doubt that the Contract can be completed for the balance then
unpaid, CERB reserves the right to withhold payments until the problem is remedied or to exercise its rights of termination
under General Terms and Conditions 40 and 41 of this agreement.
7. PROJECT PERFORMANCE
The Contractor's performance shall commence within six months after execution of the Final Contract, unless otherwise
specified. Extension may be considered upon appropriate written request. Any changes are to be incorporated into this
document as additions or amendments to "Special Conditions".
If at any time during the term of this agreement CERB determines that project performance is unsatisfactory, including, but not
limited to: (a) defective work not remedied, or (b) a reasonable doubt that the Contract can be completed for the balance then
unpaid, CERB reserves the right to withhold payments until the problem is remedied or to exercise its rights of termination
under Articles 40 and 41 of this agreement.
8. RESTRICTIONS ON CONVERSIONOF FACILITY TO OTHER USES
The Contractor shall not convert any property or facility acquired or developed pursuant to this agreement to uses other than
those for which CERB assistance was originally approved for a period of 10 years without the prior written approval of CERB.
If CERB no longer exists at the time of the proposed conversion, such written approval must be obtained from the Governor's
Office, or from an agency designated by the Governor's Office.
In the event that the Contractor converts any such property or facility to an unapproved use, the Contractor shall pay to CERB
all funds disbursed under this contract with interest in full upon demand.
9. SUBCONTRACTING
Notwithstanding the provisions of General Term and Condition 37, SUBCONTRACTING, of this contract, the term
"Contracting" shall not refer to subcontracting of the actual planning project
Page 10 of 25
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
1. DEFINITIONS
16
As used throughout this Contract, the foliowing terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Chair and/or the designee authorized in writing to acton the Chair's behalf,
B. "Contractor shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include
alt employees and agents of the Contractor.
C. "The Board" shall mean the Community Economic Revitalization Board, as authorized under RCW 43.160.
O. "Personal Information" shall mean information identifiable to any peroon, ino|uding, but not limited to, information that
relates to a person's name, hea|th, finannao, eduoation, bunineen, use or receipt of governmental services or other
activities, addresses, telephone numbers, social security numbers, driver license numbers, otheridenUh/ingnumbera,and
any financial identifiers.
E. "State" shall mean the state of Washington.
F. "Subcontractor' shalt mean one not in the employment of the Contractor, who is performing all or part of those services
under this Contract under a separate contract with the Contractor. The terms "subcontractor" and "subcontractors" mean
subcontractor(s) in any tier.
2. ALLOWABLE COSTS
Costs allowable under this Contract are actual expenditures up to the maximum amount stated on the Contract Declarations
Page or Amendment Face Sheet.
3. ALL WRITINGS CONTAINED HEREIN
This Contract contains alt the terms and conditions agreed upon by the parties. No other undursbandings, oral or otherwise,
regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
4. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in
writing and signed by personnel authorized to bind each of the parties.
5. AMERICANS WITH DISABILITIES ACT (ADA)OF199O.PUBLIC LAW 1n1-33Q,also referred tmmothe "A0A'20CFR Part
35
, The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities
in the areas of employment, public accommodations, state and local government services, and telecommunications.
6. APPROVAL
This contract shall be subject to the written approval of the Board as evidenced by the signature of the Board's authorized
representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a written
amendment executed by both parties.
7. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without
prior written consent of the Board.
8. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce
Page 11 of 25
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
9. AUDIT
17
A.
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall ensure that
Subcontractors also maintain auditable records.
The Contractor is responsible for any audit exceptions incurred by its own organization or that of its Subcontractors.
The Board reserves the right to recover from the Contractor aU disallowed costs resulting from the audit.
As applicable, Contractors required to have an audit must ensure the audits are performed in accordance with Generally
Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the
Comptroller General.
Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit
report. The Contractor must respond to the Board requests for information or corrective action concerning audit issues
wfthin thirty (30) days of the date of request.
B. State Funds Requirements
Contractors expending$1DO'00Uurmonointoto|ntotefundninafisco year mhave a financial audit as defined by
Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards
(GAAS). The Schedule of State Financial Assistance must be included. The schedule includes:
Grantor agency name
State program name,
BARS account number ^ ^
Grantor
Agency contract number
Contract award amount including amendments (total grant award)
Current year expenditures
If the Contractor is a state or Iocal government entity,the Office of the State Auditor shall conduct the audit. Audits of
non-profit organizations are to be conducted by a certified public accountant selected by the Contractor.
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by the Board.
C. Documentation ReqWrments
The Contractor must send a copy of any required audit Reporting Package as described in OMB Circular A-133, Part C,
Section 320(c) no later than nine (9) months after the end of the Contractor's fiscal year(s) to:
Department of Commerce
ATTN: Audit Review and Resolution Office
1011 Plum StSE
PC) Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action plan for audit findings within three (3) months of the audit being received by the Board.
• Copy of the Management Letter.
10. CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building,
mechanical, plumbing, fire, energy and barrier -free codes. Compliance with the Americans with Disabilities Act of 1990 28
C.F.R.Part 35will berequired.
Page 12 of 25
18
19
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Contractor by the Board that is designated as "confidential" by the Board;
2. All material produced by the Contractor that is designated as "confidential" by the Board; and
3. All personal information in the possession of the Contractor that may not be disclosed under state or federal law.
"Personal information" includes but is not limited to information related to a person's name, health, finances,
education, business, use of government services, addresses, telephone numbers, social security number, driver's
license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of
Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and
shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written
consent of the Board or as may be required by law. The Contractor shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide the Board
with its policies and procedures on confidentiality. The Board may require changes to such policies and procedures as
they apply to this Contract whenever the Board reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Contractor shall make the changes within the time period specified by the Board. Upon
request, the Contractor shall immediately return to the Board any Confidential Information that the Board reasonably
determines has not been adequately protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify the Board within five (5) working days of any unauthorized
use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such
use or disclosure.
12. CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to
conform to that statute or rule of law.
13. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the
U.S. Copyright Act and shall be owned by the Board. The Board shall be considered the author of such Materials. In the
event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably
assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
the Board effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets,
advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions.
"Ownership" includes the right to copyright, patent, register and the ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the
Contract, the Contractor hereby grants to the Board a nonexclusive, royalty -free, irrevocable license (with rights to sublicense
to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display.
The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property
rights, moral rights and rights of publicity, necessary to grant such a license to the Board.
The Contractor shall exert all reasonable effort to advise the Board, at the time of delivery of Materials furnished under this
Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not
produced in the performance of this Contract. The Contractor shall provide the Board with prompt written notice of each
notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. The
Board shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor.
Page 13 of 25
GENERAL TERMS AND CONDIT!ONS
CAPITAL -RELATED
STATE FUNDS
14. DISALLOWED COSTS
20
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its
Subcontractors.
15. DISPUTES
Except as otherwise provided in this Contractwhen a dispute arises between the parties and it cannot be resolved by direct
negotiation, either party may requesa dispute hearing with the Chair of the Board, who may designate a neutral person to
decide the dispute.
The request for a dispute hearing must:
• be in writing; ^ ^ ^
• state the disbsd issues;
* state the relative positions of the parties;
• obab»theContraoto/anome.odd/eaa.andControctnumber;ond.
• be mailed to the Chair and the other party's (respondent's) Representative within three (3) working days after the parties
agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Chair or the Chair's designee and the
requestor within five (5)] working days.
The Chair or designee shall review the written statements and reply in writing to both parties within ten (10) working days.
The Chair or designee may extend this period if necessary by notifying the parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.
Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution
(ADR) method n addition to the dispute hearing procedure outlined above.
16. DUPLICATE PAYMENT
The Contractor certifies that work to be performed under this contracdoes not duplicate any work to be charged against any
other contract, subcontract, or other source.
17. ETHICS/CONFLICTS OF INTEREST
In performing under this Contractthe Contractor shall assure compliance with the Ethics in Public Service Act (Chapter 42.52
RCW) and any other applicable state or federal law related to ethics or conflicts of interest.
18. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any
action brought hereunder shall be in the Superior Court for Thurston County.
19. INDEMNIFICATION
To the fullest extent permitted by Iaw, the Contractor shall indemnify, defend, and hold harmless the state of Washington, the
Board, all other agencies of the State and all officers, agents and employees of the
State, from and against all claims or
damages for ijuhaetopensonnorpropedyurdeothohaingoutoforinoidentbotheContracto/aperfonnonoeorfai|unaho
perform the Contract. The Contractor's obligation to indemnifv, defend, and hold harmless includes any claim by the
Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or representatives.
The Contractor's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged
concurrent negligence of the State or its agents, agencies, employees and officers.
Page 14 of 25
21
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor, the Board, the state of
Washington, its uffimam, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the
State and its agencies, officers, agents or employees.
20. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties acknowledge and agree that the Contractor and its employees or agents performingundarthksContrmctonanot
employees or agents of the state of Washington or the Board. The Contractor will not hold itself out as or claim to be an
officer or employee of the Board or of the state of Washington by reason hereof, nor will the Contractor make any claim of
right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be
solely with the Contractor.
21. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions provisions of TitIe 51 RCW, Industrial Insurance. If the Contractor fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by
aw, the Board may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. The Board
may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the Board
under this Contnact, and transmit the deducted amount to the Department of Labor and Industries, (L&|) Division of Insurance
Services. This provision does not waive any of L&l's rights to collect from the Contractor.
22. LAWS
The Contractor shall comply with all applicable laws, ordinannao, oodaa, regulations and policies of loco|. state and federal
governmenhs, as now or hereafter amended including, but not limited to:
Washington State Laws and Regulations
^ , ,
A. Affirmative action, Section 41.O8.U20(l1)RCW.
B. Boards of directors or officers of non-profit corporations — Liability - Limitations, Section 4.24.264 RCVV.
C. Disclosure -campaign finances-Iobbying, Chapter 42.17 RCW.
O. Discrimination -human rights commission, Chapter 49.60 RCW.
E. Ethics in public service, Chapter 42.52 RCVV
F. Housing assistance program, Chapter 43.185 RCW
G. Interlocal cooperation act, Chapter 39.34 RCW.
H. Noise control, Chapter 70.107 RCW.
I. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326-02 WAC.
J. Open public meetings act, Chapter 42.30 RCW
K. Prevailing wages on public works, Chapter 39.12 RCW
L. Public records actChapter 42.56 RCW.
NI. Relocation assistance real property acquisition policy, Chapter 8.26 RCW
N. Shoreline management act of 1971, Chapter 90.58 RCW.
0. State budgeting, acoounting, and reporting system, Chapter 43.88 RCW.
P. State building code, Chapter 19.27 RCW and Energy-related building ntandnrdn. Chapter 19.27A RCW, and Provisions
in buildings for aged and handicapped persons, Chapter 70.92 RCW.
Q. State Coastal Zone Management Program, Publication 01-06-003. Shorelands and Environmental Assistance Program,
Page 15 of 25
22
GENERAL TERMS AND CONDITJONS
CAPITAL -RELATED
STATE FUNDS
R. State environmental policy, Chapter 43.21 C RCW.
S. State Executive Order 05-05 Archeological and Cultural Resources.
23. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements
or standards necessary for the performance of this Contract.
24. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's designee by writing (designation to be made prior to
action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this
Contract on behalf of the Board.
25. LOCAL PUBLIC TRANSPORTATION COORDINATION
Where applicable, Contractor shall participate in local public transportation forums and implement strategies designed to
ensure access to services.
26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contractthe Contractor shall comply with all federal, state, and local nondiscrimination laws,
regulations and policies. In the event of the Contractor's non-compliance or rafuso| to comply with any nondiscrimination law,
regulation or policy, this contract may be naacindod, canceled or terminated in whole or in part, and the Contractor may be
declared ineligible for further contracts with the Board. The Contractor shall, however, be given a reasonable time in which to
cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.
27. POLITJCAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying provisions of
Chapter42.17 RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public
28. PREVAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors performing work on the ProjectohaUcomp|ywiUhohata
Frevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this contractincluding but not
limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW
30.12.040. The Contractor shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make
such records available for the Board's review upon request.
29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Contract shall not be used in payment of any bonus or commission for the purpose of obtaining
approval of the application for such funds or any oter approval or concurrence under this Contract provided, however, that
reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not
hereby prohibited if otherwise eligible as project costs.
30. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of Washington or the
Board's name is mentioned, or language used from which the connection with the state of Washington's or the Board's name
may reasonably be inferred or implied, without the prior written consent of the Board.
Page 16 of 25
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
31. RECAPTURE
23
In the event that the Contractor fails to perform the work or otherwise carry out its duties under this contract in accordance
with state laws, federal laws, and/or the provisions of this contract, the Board reserves the right to recapture funds in an
amount to compensate the Board for the noncompliance in addition to any other remedies available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period specifiedbytheBoavd,
In the alternative, the Board may recapture such funds from payments due under this contract, if any.
32. RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this Contract and
performance of the services described herein, including but not limited to accounting procedures and practices which
sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract.
Contractor shall retain such records for a period of six years following the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all
litigation, claims, or audit findings involving the records have been finally resolved.
33. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of Revenue.
34. RIGHT OF INSPECTION
. .
At no additional cost all records relating to the Contractor's performance under this Contract shall be subject at all reasonable
times to inopecUnn, reviow, and audit by the Board, the Office of the State Auditor, and federal and state officials so
authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Contract. The
Contractor shall provide access to its facilities for this purpose.
35. SAVINGS
In the event funding from sbate, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of
this Contract and prior to normal completion, the Board may terminate the Contracunder the Termination for Convenience
clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the
new funding limitations and conditions.
36. SEVERABILITY
If any provision of this Contract or any provision of any document incorporated by reference shall be held invalid, such
invalidity shall not affect the other provisi�ns of this Contract that can be giveri effect without the invalid provision, if such
remainder conforms to the requirements of law and the fundamental purpose of this Contract and to this end the provisions of
this Contract are declared to be severable.
37. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of the
Board.
If the Board approves subcontracting,the Contractor shall maintain written procedures related to subcontracting, as well as
copies of all subcontracts and records related to subcontracts. For cause, the Board in writing may: (a) require the Contractor
to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Contractor from subcontracting with a
particular person or entity; or (c) require the Contractor to rescind or amend a subcontract.
Page 17 of 25
24
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to
the Board if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall
appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the
existence of a subcontract operate to release or reduce the liability of the Contractor to the Board for any breach in the
performance of the Contractor's duties.
Every subcontract shall include a term that the Board and the State of Washington are not liable for claims or damages arising
from a Subcontractor's performance of the subcontract.
38. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the
completion of the performance, cancellation or termination of this Contract shall so survive.
39. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or gross receipts, any
other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor.
40. TERMINATION FOR CAUSE / SUSPENSION
In event the Board determines that the Contractor failed to comply with any term or condition of this Contract, the Board may
terminate the Contract in whole or in part upon written notice to the Contractor. Such termination shall be deemed "for cause."
Termination shall take effect on the date specified in the notice.
In the alternative, the Board upon written notice may allow the Contractor a specific period of time in which to correct the non-
compliance. During the corrective -action time period, the Board may suspend further payment to the Contractor in whole or in
part, or may restrict the Contractor's right to perform duties under this Contract. Failure by the Contractor to take timely
corrective action shall allow the Board to terminate the Contract upon written notice to the Contractor.
"Termination for Cause" shall be deemed a "Termination for Convenience" when the Board determines that the Contractor did
not fail to comply with the terms of the Contract or when the Board determines, the failure was not caused by the Contractor's
actions or negligence.
If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by law.
41. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract the Board may, by ten (10) business days written notice, beginning on the
second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, the Board shall be
liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective
date of termination.
42. TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by the Board, the Contractor shall:
A. Stop work under the Contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities related to the Contract;
C. Upon termination of the Contract, the Board shall pay the Contractor for any reimbursable expenses incurred prior to the
date of termination, provided a properly submitted and documented request for reimbursement is timely submitted. The
Board may withhold any amount due as the Board reasonably determines is necessary to protect the Board against
potential loss or liability resulting from the termination. The Board shall pay any withheld amount to the Contractor if the
Board later determines that loss or liability will not occur.
The rights and remedies of the Board under this section are in addition to any other rights and remedies provided under this
Contract or otherwise provided under law.
Page 18 of 25
GENERAL TERMS AND CONDITIONS
CAPITAL -RELATED
STATE FUNDS
43. WAIVER
25
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not
be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized
Representative of the Board.
Page 19 of 25
Scope of Work
Contractor: City of Yakima
26
Attachment A
Contract Number: S16 -790A0-106
Summary: Business Incubator, Commercial Kitchen, and Public Market Real Estate Valuation Study
Activities: (All activities will be completed no later than 2 years from contract execution.)
The scope of work includes:
1. Location Selection: Working with theproject's oversight committee, the firm will assist the City in
determining the two final locations for evaluation using the recommended locations in the City's feasibility
study as a guide to start. Other locations will be determined by the Council Economic Development
Committee.
2. Design/Layout: Once the two final locations are determined, complete conceptual project layouts for both
locations, including evaluation of all necessary infrastructure conditions and needs.
3. Conceptual Drawings: Engineer will generate conceptual drawings of the interior and exterior of the two
locations to generate public interest in the project. A minimum of 6 promotional drawings must be completed
for each option.
4. Estimated Construction Budget: Once the final layouts, building needs, and infrastructure have been
evaluated, the firm will produce a final estimated construction budget for the final two locations.
4. CERB minimum requirements listed on Attachment F
Deliverables:
Copy of the completed study funded under this agreement.
Final Project Report. Report format to be provided by CERB
Progress Reports.
Progress reports will be submitted on a quarterly schedule to CERB. The following dates establish this reporting schedule:
October 15, 2017
January 15, 2018
April 15, 2018
July 15, 2018
October 15, 2018
January 15, 2019
April 15, 2019
July 15, 2019
Page 20 of 25
Budget
CERB Award
Grant of $50,000
Budget
The budget shall consist of the following elements:
27
Attachment B
Contract Number: S16 -790A0-106
CERB Award
$50,000
$50,000
1. Feasibilit, Stud
TOTAL
Special Budget Provision
Other Funds
Total
A total amount of transfers of funds between line item budget categories in this Contract shall not exceed ten (10) percent of
the total budget. If the cumulative amount of these transfers exceeds or is expected to exceed ten percent, the total budget
shall be subject to justification and negotiation of a Contract amendment by the Contractor and CERB.
A sum of ten (10) percent of CERB funds shall be withheld until all activities and final products defined in Attachment "A"
have been successfully completed by the Contractor and accepted fully by CERB.
Page 21 of 25
28
Attachment C
Contract Number: S16 -790A0-106
Signed Certification Page of Application Form
Page 22 of 25
29
RESOLUTION NO. R-2016-112
A RESOLUTION authorizing the City Manager to appy for Communty Economic
Revitalization Board (CERB) Planning Grant funds to evaluate real estate
options for Yakima Business tncubator and Public Market.
WHEREAS, the City of Yakima is committed to assisting entrepreneurs start businesses
within the City and lowering barriers to provide fore variety of businesses and opportunities for
its residents; and
WHEREAS, increasing opportunities for businesses in Yakima can be a catalyst for job
growth and long term economic prosperity for residents and the C��d
- ` ~
WHEREAS, the City has evaluated many ideas regarding economic development in the
City and, as part of its analysis, completed a Public Market business concept study which
determined that a Public Market is a feasible project in Yokirna, with estimated sales between
$4 2 million and $6.5 million annually, and
WHEREAS, a Public Market would allow small buaineaees, entrepreneurs and other
residents to start businesses without the need for expending funds on traditional brick and
mortar establishments, decreasing start-up costs and increasing their ability to succeed,
promoting further growth in the economy; and
WHEREAS, to help further the Public Market concept, the City is interested in pursuing a
Community and Economic Revitalization Board (CERB) planning grant to evaluate two real
estate opportunities in the City for the construction of a Public K8orket, or other similar business
incubator project; and
WHEREAS, the City is committed to providing a 25% local match as required by CERB;
and
WHEREAS, the City Council of the City of Yakima finds that it is in the best interests of
its residents to attempt to obtain planning grant funds to further evaluate real estate
opportunities for a Pubic Market, or other similar business incubator project,boopenup
additional business opportunities to residents and facilitate economic growth in Yakima, now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to submit a grant application to the State of
Washington's CERB Program for planning costs and expenses associated with a Public Market
business concept which could provide a unique and additional economic development
opportunity for the City of Yakima, vvhioh, if awarded, will be brought back to the City Council for
approval of the grant, now, therefore,
ADOPTED BY THE CITY COUNCIL this 20th day of September, 2016.
itr
30
Attachment D
Contract Number: S16 -790A0-106
Initial Offer of Financial Aid
Page 23 of 25
31
Project Number: A2016-065
Contract Number: S16 -790A0-106
Washington State
Community Economic Revitalization Board
Initial Offer of Financial Aid
City of Yakima
Federal Tax Number: 91-6001293
Offer Date: November 17, 2016
The Community Economic Revitalization Board (CERB) is authorized by chapter 43.160 RCW to provide funds to
political subdivisions to assist in financing the cost of certain public facilities. This Initial Offer of Financial Aid is
contingent upon the availability of CERB funds. CERB hereby offers to make funck available to the
City of Yakima, hereafter referred to as the "Contractor," in order to aid in financing the cost of, Business
incubator, Commercial Kitchen, Public Market Real Estate Valuation Study, as described in the application
(hereafter collectively referred to as the "Project"\.
Funds provided shati be in the form of a grant iri the maximum principalamount of $50,000, which must have a
local cash match in the amount of at least $16,667. Local cash match amounts and sources are identified as:
$16,667 CityofYakima Cash
This offer is subject to completion of pre -contract conditions, as described in Attachment A.
A final contract shall be developed by CERB
prior to disbursemenof funds. No project costs incurred prior to
date of this offer will be reimbursed by CERB. In the event a final contract is not executed, no CERB funds will
be disbursed.
If accepted, this Initial Offer of Financial Aid must be signed and returned to CERB by December 28, 2016.
ACCEPTANCE
David Rhoden, Chair
Comm- unity Economic Revitalization Board
Date:
R THE CONTRACTOR
—' —
m� �'
32
Attachment E
Contract Number: S16 -790A0-106
Pre -Contract Requirements
This agreement is contingent upon CERB receiving acceptable documentation that the following pre -contract requirements
have been completed:
1. Scope of Work
2. Evidence that consultant services have been selected to complete the study,
3. Evidence that the $16,667 cash match is in place, from the following or alternate sources:
City of Yakima $16,667 cash
Page 24 of 25
33
For City of Yakima Use Only:
Proloci.Ne
Resolution -
50Q No,
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
GRAHAM BABA ARCHITECTS
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this 16th day of May, 2017, by and between the
City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street,
Yakima, WA 98901, hereinafter referred to as "CITY", and Graham Baba Architects with its principal office
at 1507 Belmont Avenue, Suite 200, Seattle, WA 98122, hereinafter referred to as "ARCHITECT"; said
corporation and its principal architects are licensed and registered to do business in the State of
Washington, and will provide architectural services under this Agreement for Business Incubator,
Commercial Kitchen, Public Market Real Estate Valuation Study on behalf of the City of Yakima, Project
No. 1168Q, herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ARCHITECT to provide architectural services for design
and construction of the PROJECT, as described in this Agreement and subsequent Amendments thereto;
and
WHEREAS, ARCHITECT represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work within the required time and that
it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ARCHITECT agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ARCHITECT agrees to perform those services described hereafter. Unless modified in
writing by both parties, duties of ARCHITECT shall not be construed to exceed those
services specifically set forth herein.
2,0.2 ARCHITECT shall use its best efforts to maintain continuity in personnel and shall assign,
Brett Baba as Principal -in -Charge throughout the term of this Agreement unless other
personnel are approved by the CITY.
2.1 Bo 5 rvices: ARCHITECT agrees to perform those tasks described in Exhibit A, entitled "Project
Scope of Work" (WORK) which is attached hereto and made a part of this Agreement as if fully set
forth herein.
2.2 Additional Services: CITY and ARCHITECT agree that not all WORK to be performed by can be
defined in detail at the time this Agreement is executed, and that additional WORK related to the
Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY
may, at any time, by written order, direct the ARCHITECT to revise portions of the PROJECT
WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request
that the ARCHITECT perform additional WORK beyond the scope of the PROJECT WORK. Such
changes hereinafter shall be referred to as "Additional Services."
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2.2.1 If such Additional Services cause an increase or decrease in the ARCHITECT'S cost of, or
time required for, performance of any services under this Agreement, a contract price
and/or completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ARCHITECT according to the provisions set forth in Exhibit B, attached
hereto and incorporated herein by this reference, and if so authorized, shall be considered
part of the PROJECT WORK. The ARCHITECT shall not perform any Additional Services
until so authorized by CITY and agreed to by the ARCHITECT In writing.
2.3 The ARCHITECT must assert any claim for adjustment in writing within thirty (30) days from the
date of the ARCHITECT's receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide to the ARCHITECT all technical data in the
CITY'S possession relating to the ARCHITECTS services on the PROJECT including information
on any pre-existing conditions known to the CITY that constitute hazardous waste contamination
on the PROJECT site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ARCHITECT as required for ARCHITECTS performance of its services and will
provide labor and safety equipment as reasonably required by ARCHITECT for such access.
3.3 TIMELY REVIEW: The CITY will examine the ARCHITECT'S studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor,
accountant, auditor, bond and financial advisors, and other consultants as CITY deems
appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the ARCHITECT of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information. ARCHITECT shall be entitled to reasonably rely on such instructions made by
the CITY'S Representative unless otherwise directed in writing by the CITY, but ARCHITECT shall
be responsible for bringing to the attention of the CITY'S Representative any instructions which the
ARCHITECT believes are inadequate, incomplete, or inaccurate based upon the ARCHITECT's
knowledge.
3.5 Any documents, services, and reports provided by the CITY to the ARCHITECT are available solely
as additional information to the ARCHITECT and will not relieve the ARCHITECT of its duties and
obligations under this Agreement or at law. The ARCHITECT shall be entitled to reasonably rely
upon the accuracy and the completeness of such documents, services and reports, but shall be
responsible for exercising customary professional care in using and reviewing such documents,
services, and reports and drawing conclusions there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ARCHITECT specific authorization to proceed with WORK
described in Exhibit A. The time for completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - ScheduleW St56aitit,HoUrN
Rates, attached hereto and incorporated herein by this reference, on a time spent basis -plus
reimbursement for direct non -salary expenses.
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5.1.1 DIRECT Direct
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ARCHITECT'S vehicles; meals arid lodging;
laboratory tests and analyses; printing, binding and reproduction charges; all costs
associated with other outside nonprofessional services and facilities; special CITY -
requested and PROJECT -related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual
charges plus a reasonable markup, not to exceed ten percent (10%) and on the basis of
current rates when furnished by ARCHITECT.
5.1.1.1 Travel
expenses incurred by employees of the ARCHITECT and each of the
^
That a maxmum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, d depreciation
costs of company or individually owned Vehicles for that portion of time
they are used for PROJECT WORK. ARCHITECT, whenever possible,
°
That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars (*40) per day per person. This rate may be
adjusted on a yearly basis.
• That accommodation shall beatoreasonably priced hotel/motel.
• That air travel shall be by coach c|uno, and shall be used only when
absolutely necessary.
5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage,
and FAX charges are not included in the direct expense costs, but are considered included
in the Schedule of Specific Hourly Billing Rates.
^ ~
5.1.3 Professional Subconsultants. Professional Subconsultants
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actua^°="""=° plus a reasonable markup, not `° exceed ten percent ('"») for
"
services providedto the CITY through this Agreement. Estimated Subconsultant costs are
shown in Exhibit B.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT
shall not exceed Sixty Five Thousand Dollars ($65,000). The ARCHITECT will make reasonable
efforts to complete the WORK within the budget and will keep CITY informed of progress toward
that end so that the budget or WORK effort can be adjusted if found necessary. The ARCHITECT
is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY
obligated to pay the ARCHITECT beyond these limits. When any budget has been increased, the
ARCHITECT'S excess costs expended prior to such increase will be allowable to the same extent
as if such costs had been incurred after the approved increase, and provided that the City was
informed in writing at the time such costs were incurred.
5.3 The ARCHITECT shall submit to the City's Representative an invoice each month for payment for
PROJECT services completed through the accounting cut-off day of the previous month. Such
invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date
of the invoice and not covered by previously submitted invoices. The ARCHITECT shall submit
copies of ~~~^~s""='` invoices, and any other materials determined by the City
necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices
within thirty WORKdone and amount billed. CITYw1II
notify the ARCHITECT promptly if any problems re noted with the invoice. CITY may question
any item in an |nxnice, noting to ARCHITECT the questionable item(s) withholding payment
for such iteThe ARCHITECT may resubmit such item(s) in a subsequent invoice together
with additi�nal supporting information required.
36
5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on the
unpaid balance shall accrue beginning with the sixty-first (61) day at the rate of 1.0% per month or
the maximum interest rate permitted by law, whichever is less; provided, however, that no interest
shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of
dispute is issued in good faith by the CITY to the ARCHITECT pursuant to the terms of RCW
39.76.020(4).
5.5 Final payment of any balance due the ARCHITECT for PROJECT services will be made within
forty-five (45) days after satisfactory completion, of the services required by this Agreement as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the ARCHITECT of a release of all known payment claims
against CITY arising under or by virtue of this Agreement, other than such payment claims, if any,
as may be specifically exempted by the ARCHITECT from the operation of the release in stated
amounts to be set forth therein.
5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the ARCHITECT under this Agreement or by
law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or
fault of the ARCHITECT to satisfactorily perform' the PROJECT WORK as required under this
Agreement.
SECTION 6 RESPONSIBILITY OF ARCHITECT
6.1 The ARCHITECT shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, design, drawings, specifications,
reports, and other services furnished by the ARCHITECT under this Agreement. The ARCHITECT
shall, without additional compensation, correct or review any errors, omissions, or other
deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
ARCHITECT shall perform its WORK according to generally accepted applicable standards of care
and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with
Applicable laws, regulations, and permits.
62 CITY'S review or approval of, or payment for, any plans, drawings, designs; specifications, reports,
and incidental WORK or services furnished hereunder shall not in any way relieve the ARCHITECT
of responsibility for the technical adequacy, completeness, or accuracy of its WORK and the
PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be
construed to operate as a waiver of any rights under this Agreement or at law or any cause of action
arising out of the performance of this Agreement.
6.3 In performing WORK and services hereunder, the ARCHITECT and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any manner
whatsoever. The ARCHITECT shall not hold itself out as, nor claim to be, an officer or employee
of CITY by reason hereof and will not make any claim, demand, or application to or for any right or
privilege applicable to an officer or employee of CITY. The ARCHITECT shall be solely responsible
for any claims for wages or compensation by ARCHITECT employees, agents, and
representatives, including subconsultants and subcontractors, and shall save and hold CITY
harmless therefrom.
6.4 INDEMNIFICATION:.
(a) ARCHITECT agrees to indemnify, and hold harmless the CITY, its elected arid
appointed officials, agents, officers, employees, and volunteers (hereinafter "parties
protected") from (1) claims, lawsuits, (including reasonable costs and attorneys' fees)
and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and
expenses of any kind claimed by third parties arising out of, or related to any death,
injury, damage or destruction to any person or any property to the extent caused by
any negligent act, error or omission or willful misconduct arising out of the
ARCHITECT's performance under this Agreement. In the event that any lien is placed
upon the City's property or any of the City's officers, employees or agents as a result
37
of the negligence or willful misconduct of the ARCHITECT, the ARCHITECT shall at
once cause the same to be dissolved and discharged by giving bond or otherwise.
(b) CITY agrees to indemnify and hold the ARCHITECT harmless from loss, cost, or expense
of any kind claimed by third parties, including without limitation such loss, cost, or expense
resulting from injuries to persons or damages to property, caused solely by the negligence
or willful misconduct of the CITY, its employees, or agents in connection with the
PROJECT.
(c)
If the negligence or willful misconduct of both the ARCHITECT and the CITY (or a person
identified above for whom each is liable) is a cause of such third party claim, the loss, cost,
or expense shall be shared between the ARCHITECT and the CITY in proportion to their
relative degrees of negligence or willful misconduct and the right of indemnity will apply for
such proportion.
(d) Nothing containedi this Sectioshall be construed to create mliabildy
or a right of indemnification in any third party.
6.5 In and all claims by an employee of the ARCHITECT, any subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types , compensation, or benefits payable
or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other
employee benefit acts. The ARCHITECT specifically and expressly waives its immunity under the
Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the
ARCHITECT and the CITY.
6.6 It is understoothat any resident engineering or inspection provided by ARCHITECT is for the
purpose of determining compliance with the technical provisions of PROJECT specifications and
does not constitute any form of guarantee or insurance with respect to the performance of a
contractor, for a contractor's safety programs or mathoum, or for compliance by contractors with
laws and regulations. CITY shall use its best efforts to ensure that the construction contract
requires that the contractor(s) indemnify and name CITY, the CITY'S and the ARCHITECTS
offioem, prinuipo|o, emp|uyeea, agemdo, rappesenbat/xeo, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ARCHITECT
professional liability.
6.7 SUBSURFACE In soils, foundation,
investigations, the actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observation, exploration, and investigations
have been made. Because of the inherent uncertainties in subsurface evaluations, changed or
unanticipated underground conditions may occur that could affect total PROJECT cost and/or
execution. These conditions and cost/execution effects are not the responsibility of the
ARCHITECT, to the extent that ARCHITECT has exercised the applicable and appropriate
standard of professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The generalPR0ECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and attachments. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
ARCHITECT within fifteen (15) days after execution of this Agreement. The performance dates
and budgets for tasks may be modified onlupon written agreement of the parties hereto. The
performance date fotasks d th[wU date for thentire PROJECT shall notb extended,
7.2 Not later than the tenth (10) day of each calendar month during the performance of the PROJECT,
the ARCHITECT shall submit to the CITY'S Representative a copy of the current schedule and a
written narrative description of the WORK accomplished by the ARCHITECT and subconsultants
on each task, indicating a good faith estimate of the percentage completion thereof on the last day
of the previous month. Additional oral or written reports shall be prepared at the request of the
CITY for presentation to other governmental agencies and/or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ARCHITECT are instruments or service of this PROJECT. There
shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the
CITY without written permission of the ARCHITECT, which shall not be unreasonably withheld and
will be at the CITY's sole risk. The CITY agrees to indemnify the ARCHITECT and its officers,
employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs
including, but not limited to, litigation expenses and attorney's fees arising out of or related to such
unauthorized reuse, change, or alteration; provided, however, that the ARCHITECT will not be
indemnified for such claims, damages, losses, and costs including, without limitation, litigation
expenses and attorney fees that were caused by the ARCHITECT's own negligent acts or
omissions unrelated to such unauthorized reuse, change or alteration.
8.2 The ARCHITECT agrees that ownership of any plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
and which are specified to be delivered under this Agreement or which are developed or produced
and paid for under this Agreement, whether or not complete, shall be vested in the CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ARCHITECT (hereinafter
"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ARCHITECT, and ARCHITECT
does not grant CITY any right or license to such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1
The ARCHITECT, including its subconsultants, shall maintain books, records, documents and other
evidence directly pertinent to performance of the WORK under this Agreement in accordance with
generally accepted accounting principles and practices consistently applied. The CITY, or the
CITY'S duly authorized representative, shall have 'access to such books, records, documents, and
other evidence for inspection, audit, and copying for a period of three years after completion of the
PROJECT. The CITY shall also have access to such books, records, and documents during the
performance of the PROJECT WORK, if deemed necessary by the CITY, to verify the
ARCHITECT'S WORK and invoices.
9.2 Audits conducted pursuant t� this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
9.3 The ARCHITECT agrees to the disclosure of all information and reports resulting from access to
records pursuant to this section provided that the ARCHITECT is afforded the opportunity for an
audit exit conference and an opportunity to comment and submit any supporting documentation on
the pertinent portions of the draft audit report and that the final audit report will include written
comments, if any, of the ARCHITECT.
9.4 The ARCHITECT shall, ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 Any charges of the ARCHITECT paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
Section 10. Inspection and Production of Records
10.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the
approval of the CITY, but the making of (or failure or delay in making) such inspection or approval
38
39
shall not relieve ARCHITECT of responsibility for performance of the WORK in accordance with
this Agreement, notwithstanding the CITY'S knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery. ARCHITECT shall provide the CITY
sufficient, safe, and proper facilities and equipment for such inspection and free access to such
facilities. ARCHITECT'S records relating to the WORK will be provided to the CITY upon the
CITY'S request.
~ �
10.2 ARCHITECT shall promptly furnish the CITY with such information and records which are related
to the WORK of this Agreement as may be requested by the CITY. UntiI the expiration of six (6)
years after final pyment of the compensation payable underthiaAgvoemant'urform|ungarpariod
if requid by Iaw or by theWashington State Secretaof State's record retention ochmdu/w.
ARCHITECT shall retain and provide the CITY access to (and the CITY shall have the right to
examine, audit and cof ARCHITECTS books, documents, papers and records which are
related to the WORK performed by ARCHITECT under this Agreement.
10.3 All records relating to ARCHITECT'S VVORK underthis Agreement must be made available to the
CITY, and also produced to third parties, if required pursuant to the Washington Public Records
Act, Chapter 42.56 RCW or by law. All records relating to ARCHITECT'S WORK under this
Agreement must be retained by ARCHITECT for the minimum period of time required pursuant to
the Washington State Secretary of State's record retention schedule.
SECTION 11 INSURANCE
11.1 At all times during performance of WORK, ARCHITECT shall secure and maintain in effect
insurance to protect the CITY and the ARCHITECT from and against all claims, damages, losses,
and expenses arising out of or resulting from the performance of this Agreement. ARCHITECT
shall provide and maintain in force insurance in limits no less than that stated below, as
applicable. The CITY reserves the rights to require higher limits should it deem it necessary in the
best interest of the public. If ARCHITECT carries higher coverage limits than the limits stated
below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and
ARCHITECT shall be named as an additional insured for such higher limits.
Commercial General Liability
the parties, ARCHITECT shall provide the CITY with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Agreement. The policy shall name the City, its elected and appointed
officials, officers, agents, employees, and volunteers as additional insureds. The insured
shall not cancel or change the insurance without first giving the CITY thirty (30) calendar
days prior written notice. The insurance shall be with an insurance company or
companies rated A -VII or higher in Best's Guide and admitted in the State of Washington.
Subcontractors: If subcontractors will be used, the same terms and limits of coverage will
apply and a certificate will be required per the instructions above. In lieu of a certificate,
contractor may provide confirmation in writing from their insurance broker that their
insurance policy does not contain a subcontract exclusion or one relating to the work of
others.
11.1.2. Commercial Automobile Liability Insurance.
a.
If ARCHITECT owns any vehicles, before this Agreement is fully executed by the
"
~ .
Two Million Dollars combined single limit bodily injury
and property damage. Automobile liability will apply to ''Any Auto" and be shown on the
b. IfARCHITECT does not own any vehicles, ony "Non -owned and Hired Autmnbi|m
Liability" will be required and and may be added to the commercial Ilability coverage at the
same limits as required in that section of this Agreement, which is Section 11.1.1 entitled
"Commercial General Liability Insurance".
c. Under either situation described above in Section 11.1.2.a. and Section 11.1.2.b.,
the required ceititicateof insurance shall clearly state who the r is, the coverage
amount, the |kcy number, and when the
effect. Said policy shall be in=e^'"'"="ura""''=""y'=="e'`' The policy shall
name the CITY, its elected and appointed officials, officers, agents, employees, and
volunteers as additional insureds. The insured shall not cancel or change the insurance
| '
shall be with an insurance comy or companies rated A -VII or higher :/ Best's Guide
and admitted in the State of Washington.
11].3. Statutory workers' compensation and employer's liability insurance as required by state
11.1.4. Professional Liability Coverage. Before this Agent is fully execute
ARCHITECT shall provide the CITY with a certificate of insurance as proof of
professional liability coverage with a total liability limit of the limits required in the policy,
subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two
Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this
Agreement. The insured shall not cancel or change the insurance without first giving the
CITY thirty (30) calendar days prior written notice. The insurance shall be with an
insurance company or companies rated A -VII or higher in Best's Guide. If the policy is
written on a claims made basis the coverage will continue in force for an additional two
years after the completion of this Agreement.
Failure of eitheall of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the CITY, its officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected and appointed officials,
officers, principals, employees, representatives, volunteers and agents shall have no
obligation for payment of premiums because of being named as additional insureds
under such insurance. None of the policies issued pursuant to the requirements
contained herein shall be canceled, allowed to expire, or changed in any manner that
affects the rights of the CITY until thirty (30) days after written notice to the CITY of such
intended cancellation, expiration or change.
SECTION 12 SUBCONTRACTS
12.1 ARCH ITECT shafl be entitled, to the extent determiby ARCHITECT, to subcontrac
any portion of the WORK to be performed under this Agreement.
121 Any subconsultants or subcontractors to the ARCHITECT utilized on this PROJECT, including any
substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S Representative,
if requested, prior to the subconsultant or subcontractor proceeding with the WORK. Such review
shall not constitute an approval as to the legal form or content of such subcontract. The
ARCHITECT shall be responsible for the architectural and engineering performance, acts, and
omissions of all persons and firms performing subcontract WORK.
12.3 CITY does nosubcontracting with any additionapersons or firms for the
41
12.4 The ARCHITECT shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 13 ASSIGNMENT
13.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or ARCHITECT without prior written consent of the other,
which consent will not be unreasonably withheld. It is expressly intended and agreed that no third
party beneficiaries are created by this Agreement, and that the rights and remedies provided herein
shall inure only to the benefit of the parties to this Agreement.
SECTION 14 INTEGRATION
14.1 This Agreement represents the entire understanding of CITY and ARCHITECT as to those matters
contained herein. No prior oral or written understanding shall be of any force or effect with respect
to those matters covered herein. This Agreement may not be modified or altered except in writing
signed by both parties.
SECTION 15 JURISDICTION AND VENUE
15.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this
Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void
insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and
effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION
16.1 During the performance of this Agreement, ARCHITECT and ARCHITECT's subconsultants and
subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or
regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, or any
other classification protected under federal, state, or local law. This provision shall include but not
be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff or termination, rates of pay or other forms of compensation, selection for training, and the
provision of services under this Agreement. ARCHITECT agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
SECTION 17 SUSPENSION OF WORK
17.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the
WORK. ARCHITECT may suspend, in writing by certified mail, all or a portion of the WORK under
this Agreement if unforeseen circumstances beyond ARCHITECT's control are interfering with
normal progress of the WORK. ARCHITECT may suspend WORK on PROJECT in the event CITY
does not pay invoices when due, except where otherwise provided by this Agreement. The time
for completion of the WORK shall be extended by the number of days WORK is suspended. If the
period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the suspended portion
of Project in accordance with SECTION 18.
SECTION 18 TERMINATION OF WORK
18.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches
its obligations under this Agreement and is in default through no fault of the terminating party.
However, no such termination may be effected unless the other party is given: (1) not less than
fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of
intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party
42
before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by
certified mail to the place of business of either party as set forth in this Agreement.
18.2 In addition to termination under subsection 18.1 of this Section, CITY may terminate this Agreement
for its convenience, in whole or in part, provided the ARCHITECT is given: (1) not less than fifteen
(15) calendar days written notice delivered by certified mail, return receipt requested, of intent to
terminate; and (2) an opportunity for consultation with CITY before termination.
18.3 If CITY terminates for default on the part of the ARCHITECT, an adjustment in the contract price
pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit
on unperformed services or other WORK, and (2) any payment due to the ARCHITECT at the time
of termination may be adjusted to the extent of any additional costs or damages CITY has incurred,
or is likely to incur, because of the ARCHITECT'S breach. In such event, CITY shall consider the
amount of WORK originally required which was satisfactorily completed to date of termination,
whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of
termination and the cost to CITY of completing the WORK itself or of employing another firm to
complete it. Under no circumstances shall payments made under this provision exceed the contract
price. In the event of default, the ARCHITECT agrees to pay CITY for any and all damages, costs,
and expenses whether directly, indirectly, or consequentially caused by said default. This provision
shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for
damages incurred beyond that covered by contract retainage or other withheld payments.
18.4 If the ARCHITECT terminates for default on the part of CITY or if CITY terminates for convenience,
the adjustment pursuant to the Agreement shall include payment for services satisfactorily
performed to the date of termination, in addition to termination settlement costs the ARCHITECT
reasonably incurs relating to commitments which had become firm before the termination, unless
CITY determines to assume said commitments.
18.5 Upon receipt of a termination notice under subsections 18.1 or 18.2 above, the ARCHITECT shall
(1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver
or otherwise make available to CITY all originals of data, drawings, specifications, calculations,
reports, estimates, summaries, and such other information, documents, and materials as the
ARCHITECT or its subconsuitants may have accumulated or prepared in performing this
Agreement, whether completed or in progress, with the ARCHITECT retaining copies of the same.
18.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK
to completion utilizing other qualified firms or individuals; provided, the ARCHITECT shall have no
responsibility to prosecute further WORK thereon.
18.7 If, after termination for failure of the ARCHITECT to fulfill contractual obligations, it is determined
that the ARCHITECT has not so failed, the termination shall be deemed to have been effected for
the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be
determined as set forth in subparagraph 18.4 of this Section.
18.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the ARCHITECT in PROJECT WORK or for any corporate officer of the
ARCHITECT to render his services to the PROJECT, the ARCHITECT shall not be relieved of its
obligations to complete performance under this Agreement without the concurrence and written
approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment
shall be made as set forth in subparagraph 18.3 of this Section.
SECTION 19 DISPUTE RESOLUTION
19.1 In the event that any dispute shall arise as to the interpretation of this Agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the Agreement, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 20 NOTICE
20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
129 North Second Street
Yakima, WA 98901
Attn: Sean Hawkins, Economic Development Manager
ARCHITECT: Graham Baba Architects
1507 Belmont Ave., Ste. 200
Seattle, WA 98122
Attn: Brett Baba
SECTION. 21 SURVIVAL
21.1 The foregoing sections of this Agreement shall survive the expiration or termination of this Agreement
in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Cliff Moore
Printed Name - ---ut
Tltte
Date*
Attes
v Menaer'
Printed Nameavt..Brefi.Bab
trt
CITY
RESOLUTION M
43
44
EXHIBIT A
SCOPE OF WORK
Location Selection: Working with the project's oversight committee, the.firm will assist the City in
determining the two final locations for evaluation using the recommended locations in the City's
feasibility study as a guide to start. Other locations will be determined by the Council Economic
Development Committee.
Deliverable — Site analysis report and presentation to Council Economic Development
committee explain options and rationale for highest recommended sites. The Yakima City
Council will make the final decision.
Design/Layout: Once the two final locations are determined, complete conceptual project layouts
for both locations including evaluation of all necessary infrastructure conditions and needs.
Conceptual Drawings: Engineer will generate conceptual drawings of the interior and exterior of
the two locations to generate public interest in the project. A minimum of 6 promotional drawings
must be completed for each option.
Estimated Construction budget: Once the final layouts, building needs and infrastructure have
been evaluated, the firm will produce a final estimated construction budget for the final two
locations.
Final Deliverable - Yakima City Council study session presentation followed by a public
evening session on the same night presenting the concept
Location :Selection:::
Design/Layout
Conceptual Drawings
Esti
Proser
tee Con
TOTAL,
on budget
EXHIBIT B
Professional Fees
$12,000.,.=:
$16,500
$27,000
$7,000
on to City Council i $2,500
65,000,,
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46
EXHIBIT "C"
SCHEDULE OF RATES
Graham Baba Architecture:
Principal $200/hr
Project Designer $150/hr
Project Manager $100-150/hr
Associate 1-3 $100-$130/hr
Architectural Staff $75-$100/hr
Intern $55/hr
Note: Rates are subject to change on October 1, annually
Page 14
RESOLUTION NO. R-2017-064
A RESOLUTION authorizing an agreement for design services for Yakima Business
Incubator and Public Market.
WHEREAS, the City of Yakima is committed to assisting entrepreneurs to start
businesses within the City and lower barriers to provide for a variety of businesses and
opportunities for its residents; and
WHEREAS, increasing opportunities for businesses in Yakima can be a catalyst
for job growth and long term economic prosperity for residents and the City; and
WHEREAS, the City has been awarded $50,000 in Community and Economic
Revitalization Board (CERB) planning grant funds to evaluate two real estate opportunities
in the City for the construction of a Public Market, or other similar business incubator project.
In the 2017 City of Yakima budget, the Council agreed to provide local matching funds for
this purpose in an amount up to $16,667; and
WHEREAS, the City of Yakima has followed the procedures established by the
State of Washington to select and recommend a professional firm using the Municipal
Research and Service Center Professional Services Roster process to conduct the
selection of a firm to conduct a real estate evaluation study for a Public Market and Mixed
Use Business Incubator; and
WHEREAS, Graham Baba Architects' submitted a Contractor Qualification
Statement, was interviewed, and was ultimately selected by a six person Selection
Committee consisting of stakeholders, professional staff and City Council members and
was determined to be the preferred firm to prepare the Real Estate Evaluation Study for the
Yakima Business Incubator and Public Market Study; now, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is herebyauthorized and directed to execute the Professional
Services Agreement with Graham Baba Architects, attached hereto and
incorporated herein by this reference, in an amount not to exceed Sixty Five
Thousand dollars ($65,000), to provide the Professional Services described in the
Agreement.
ADOPTED BY THE CITY COUNCIL this 16th day of May, 2017;
is/ Kath Goff
ATTEST;
/s/ Sonva Clear Tee
Sonya Clear Tee, City Clerk
Kathy Coffey, Mayor
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48
May 17, 2017
DEPARTMENT OF FINANCE & BUDGET
129 North Second Street
Yakima, Washington 98901
Janea Eddy
CERB Program Director
1101 Plum Street
Olympia, WA 98504
Subject: City of Yakima CERB Cash Match
Dear Janea,
This letter is to verify that $16,667 has been included in the 2017 City of Yakima's
General Fund budget as local cash match for CERB Planning Grant A2017-065. The
Yakima City Council approved the 2017 Budget at their December 13, 2016 meeting.
We look forward to working on this project.
If you have any questions, please let me know
Thank you,
Tare Lewis
Interim Director of Finance & Budget
City of Yakima — 509-576-6639
49
Attachment F
Contract Number: S16 -790A0-106
Planning Study Minimum Requirements
The planning study must contain the following minimum requirements:
a. A product market analysis linked to economic development.
A market strategy containing action elements linked to timelines.
b.
c. Identification of targeted industries.
d. Identification of the group responsible for implementing the marketing strategy. Describe the group's capacity to
complete the responsibility.
e. The site's appropriateness by addressing, at minimum, appropriate zoning, affect to the state or local transportation
system, environmental restrictions, cultural resource review, and the site's overall adequacy to support the anticipated
development upon project completion.
f. A location analysis of other adequately served vacant industrial land.
g. Total funding for the public facilities improvements is secured or will be secured within a given time frame.
h. An analysis of how the project will assist local economic diversification efforts.
Indicate the specific issues that will be addressed.
List one or more economic outcomes that you expect from the proposed CERB project.
k. Describe the specific, quantifiable measures of the outcome(s) that will indicate success. Describe in measurable
terms what you expect to be able to show as progress toward the outcome for each year before the whole outcome
has been achieved.
Describe what data you will collect to determine whether the outcome is being achieved.
m: Describe the data collection procedure including when data will be collected, from whom and by whom..
n. The estimated median hourly wage of the jobs created when development occurs.
o. If the project is determined to be feasible, the following information must be provided within the final report:
1. Total estimated jobs created (in FTEs).
2. Describe benefits offered to employees.
3. Describe the median hourly wage of the new jobs in relation to the median hourly county wage.
4. The county three-year unemployment rate in relation to the state rate.
5. County population change in the last five years.
6. The estimated jobs created represent what percentage of the county's labor force.
7. The estimated jobs created represent what percentage of the county's unemployed workers.
8. Estimated new annual state and local revenue generated by the private business.
9. Estimated private investment generated by project.
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