HomeMy WebLinkAboutYakima Valley Conference of Governments - Professional Service Agreement YAKIMA, WA
PROFESSIONAL SERVICE AGREEMENT
THIS AGREEMENT made and entered into by and between the City of Yakima,hereinafter
referred to as the "City", and the Yakima Valley Conference of Governments,hereinafter referred to as
the"CONFERENCE",
WITNESSETH THAT:
WHEREAS,the City and the Conference are desirous of entering into a contract to formalize
their relationship; and
WHEREAS, it would be beneficial to the City to utilize the Conference as an independent entity
to accomplish the Scope of Work as set forth herein and such endeavor would tend to best accomplish the
objectives of its local planning program.
NOW, THEREFORE, in consideration of the mutual promises,covenants, and provisions
contained herein, and the mutual benefits to be derived there from,the parties hereto agree as follows:
l. Services to be Provided by the Parties:
a. The Conference shall complete in a satisfactory and proper manner as determined
by the City the work activities described in the Scope of Work(Attachment#1 to
the contract).
b. The City will provide such assistance and guidance as may be required to support
the objectives set forth in the Scope of Work and will provide compensation for
services as set forth in Section 3 below.
2. Time of Performance:
The effective date of this contract shall be the date the parties sign and complete
execution of the contract. The termination date of the contract shall be December 31,
2019.
3. Consideration:
The City shall reimburse the Conference for all allowable expenses agreed upon by the
parties to complete the Scope of Work. In no event shall the total amount to be
reimbursed by the City exceed the sum of Two Thousand Dollars ($2,000.00).
Reimbursement under this contract shall be based on billings, supported by appropriate
documentation of costs actually incurred. It is expressly understood that claims for
reimbursement shall not be submitted in excess of actual, immediate cash requirements
necessary to carry out the purposes of the agreement.
4. Records:
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The Conference agrees to maintain such records and follow such procedures as may be
required as the City may prescribe. In general, such records will include information
pertaining to the contract, obligations and unobligated balances,assets and liabilities,
outlays, equal opportunity, labor standards(as appropriate), and performance.
All such records and all other records pertinent to this contract and work undertaken
under this contract shall be retained by the Conference for a period of six years after final
audit of the City's project, unless a longer period is required to resolve audit findings or
litigation. In such cases,the City shall request a longer period of record retention.
The City and duly authorized officials of the state and federal government shall have full
access and the right to examine any pertinent documents, papers,records, and books of
the Conference involving transactions related to this local program and contract.
Records created as part of the Scope of Work by either YVCOG and/or the City are the
property of the City and shall be turned over to and retained by the City at the completion
of the tasks outlined in the Scope of Work or upon termination of this contract.
5. Relationship:
The relationship of the Conference to the City shall be that of an independent consultant
rendering professional services. The Conference shall have no authority to execute
contracts or to make commitments on behalf of the City and nothing contained herein
shall be deemed to create the relationship of employer and employee or principal and
agent between the City and the Conference.
6. Suspension.Termination,and Close Out:
If the Conference fails to comply with the terms and conditions of this contract,the City
may pursue such remedies as are legally available, including, but not limited to,the
suspension or termination of this contract in the manner specified herein:
a. Suspension - If the Conference fails to comply with the terms and conditions of
this contract, or whenever the Conference is unable to substantiate full
compliance with provisions of this contract,the City may suspend the contract
pending corrective actions or investigation,effective not less than seven (7)clays
following written notification to the Conference or its authorized representative.
The suspension will remain in full force and effect until the Conference has taken
corrective action to the satisfaction of the City and is able to substantiate its lull
compliance with the terms and conditions of this contract. No obligations
incurred by the Conference or its authorized representative during the period of
suspension will be allowable under the contract except:
(1) Reasonable, proper,and otherwise allowable costs which the Conference
could not avoid during the period of suspension;
(2) If upon investigation,the Conference is able to substantiate complete
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compliance with the terms and conditions of this contract,otherwise
allowable costs incurred during the period of suspension will be allowed;
and
(3) In the event all or any portion of the work prepared or partially prepared
by the Conference be suspended,abandoned,'or otherwise terminated,
the City shall pay the Conference for work performed to the satisfaction
of the City, in accordance with the percentage of the work completed.
b. Termination for.Cause-If the Conference fails to comply with the terms and
conditions of this contract and any of the following conditions exist:
(I) The lack of compliance with the provisions of this contract is of such
scope and nature that the City deems continuation of the contract to be
substantially detrimental to the interests of the City;
(2) The Conference has failed to take satisfactory action as directed by the
City or its authorized representative within the time period specified by
same;
(3) The Conference has failed within the time specified by the City or its
authorized representative to satisfactorily substantiate its compliance
with the terms and conditions of this contract;then,
The City iiiay terminate this contract in whole or in part,and thereupon shall
notify the Conference of the termination,the reasons therefore,-and the effective
date,provided such;effective date shall not be prior to notification of the
Conference. After this effective date, no charges incurred under any terminated
portions of the Scope of Work are allowable.
c. Termination for Other Grounds-This contract may also be terminated in whole
or in part:
(1) By the City,with the consent ofthe Conference,or by the Conference
with the consent of the City, in which case the two parties shall devise by
mutual agreement,the conditions of termination, including effective date
and in case of termination in part,that portion to be terminated;
(2) If the funds allocated by the City via this contract are from anticipated
sources of revenue, and if the anticipated sources of revenue do not
become available for use in purchasing said services;
(3) In the event the.City fails to pay the Conference promptly or within sixty
(60)days after invoices are rendered,the City agrees that the Conference
shall have the right to consider said default a breach of this agreement
and the duties of the Conference under this agreement terminated. In
such event,the City shall then promptly pay the Conference for all
services performed and all allowable expenses incurred;and
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(4) The City may terminate this contract at any time giving at least ten(10)
days notice in writing to the Conference. If the contract is terminated for
convenience of the City as provided herein,the Conference will be paid
for time provided and expenses incurred up to the termination date.
7. Changes, Amendments, Modifications:
The City may require changes or modifications in the Scope of Work to be performed
hereunder. Such changes, including any decrease or increase in the amount of
compensation therefore,which are mutually agreed upon by the City and the Conference
shall be incorporated in written amendments to this contract.
8. Personnel:
The Conference represents that they have,or will secure at their own expense, all
personnel required in order to perform under this contract. Such personnel shall not be
employees of, or have a contractual relationship to the City.
All services required hereunder will be performed by the Conference or under its
supervision and all personnel engaged in the work shall be fully qualified and shall be
authorized or permitted under state or local law to perform such services.
None of the work or services covered by this contract shall be subcontracted without
prior written approval of the City. Any work or services subcontracted hereunder shall
be specified in written contract or agreement and shall be subject to each provision of this
contract.
9. Assignability:
The Conference shall,not assign any interest on this contract,and shall not transfer any
interest on this contract(whether by assignment or novation),without prior written
consent of the City thereto: provided,however,that claims for money by the Conference
from the City under this contract may be assigned to a bank,trust company, or other
financial institution without such approval. Written notice of any such assignment or
transfer shall be furnished promptly to the City by the Conference.
10. Reports and Information:
The Conference shall furnish the City such periodic reports as the City may request
pertaining to the work or services undertaken pursuant to this contract,the costs and
obligations incurred or to be incurred in connection therewith, and any other matters
covered by this contract.
11. Findings Confidential:
All of the reports, information,data,etc.,prepared or assembled by the Conference under
this contract are confidential and the Conference agrees that they shall not be made
available to any individual or organization without prior written approval of the City
unless otherwise subject to public records laws.
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12. Copyright:
No reports, maps,or other documents produced in whole or in part under this contract
shall be the subject of an application for copyright by or on behalf of the Conference.
13. Compliance with Local Laws:
The Conference shall comply with all applicable laws,ordinances, and codes of the state
and local government and the Conference shall save the City harmless with respect to any
damages arising from any tort done in performing any of the work embraced by this
contract.
14. Title VI of the Civil Rights Act.of 1964:
Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race,
color,creed,religion,sex,or national origin,be excluded from participation in,be denied
the benefits of, or be subjected to discrimination under any program or activity receiving
federal financial assistance.
15. Section 109 of the Housing and Community Development Act of 1974:
No person in the United States shall on the grounds of race, color,creed, religion, sex,or
national origin be excluded from participation in,be denied benefits of, or be subjected to
discrimination under any program or activity funded in whole or in part with funds made
available under this title.
16. Interest of Members of the City:
No member of the governing body of the City and no other officer,employee,or agent of
the City who exercises any functions or responsibilities in connection with the planning
or carrying out of the project, shall have any personal financial interest, direct, or indirect,
in this contract; and the Conference shall also take appropriate steps to assure
compliance.
17. interest of Other-Public Officials:
No member of the governing body of the locality and no other public official of such
locality,who exercises any functions or responsibilities in connection with the planning
or carrying out of the project, shall have any personal financial interest,direct or indirect,
in this contract; and the Conference shall take appropriate steps to assure compliance.
18. Interest of Consultant and Employees:
The Conference covenants that it presently has no interest and shall not acquire interest,
direct or indirect, in the study area or any parcels therein or any other interest which
would conflict in any manner or degree with the performance of its services hereunder.
The Conference further covenants that in the performance of this contract, no person
having such interest shall be employed.
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19. Atkins and Inspections:
The City and State Auditor or their delegates shall have the right to review and monitor
the financial and other components of the work and services provided and part of the
project and this contract, by whatever legal and reasonable means are deemed expedient
by the City and the State Auditor.
20. Hold Harmless:
The Conference agrees to indemnify and hold harmless the City,appointed and elective
officers and employees,from and against all loss and expense, including attorney's fees
and costs by reason of any and all claims and demands upon the City, its elected and
appointed officers and employees from damages sustained by any person or persons,
arising out of or in consequence of the Conference's and its agents' negligent performance
of work associated with this agreement. The Conference shall not be liable for property
and bodily injury that may result from the negligence of any construction contractor or
construction subcontractor.
This agreement contains all terms and conditions agreed to by the City and the Conference. The
Attachments to this agreement are identified as follows:
Attachment#1, Scope of Work, consisting of 1 page.
IN WITNESS WHEREOF,the City and the Conference have executed this contract agreement as
of the date and year last written below.
CITY OF YAKIMA YAKIMA VALLEY CONFERENCE OF
WASHINGTON GOVERNMENTS
by /' /(Qiç, e
City Manager YVCOG Chair
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APPROVED AS TO LEGAL FO`.!'�
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of Yakima Attorney
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CITY CONTRACT NO:2✓i/- 2oS
RESOLUTION NO: I1 IA/
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H2A Worker Housing Forum
Revised Draft Scope of Work— for discussion with
Yakima City Council's Ad Hoc H2A Worker Housing Committee
Tasks(To be completed by YVCOG unless noted otherwise,below)
Preparation
• Develop vision and strategy for forum with council committee and city staff
• Select forum date, time, location—council committee
• Develop draft and final agenda
• Draft&final invitation letter(approx. 30 total invitees)
Event Logistics
• Invite speakers
• Reserve facility/seating/audiovisual—city staff
• Food and beverage, if any—city staff
• Informational materials, if any—city staff
• Media contact—Cliff Moore
Event Facilitation
• Welcome and introduce speakers
• Develop ground rules
• Maintain order/decorum during event and keep track of time so that the event runs
smoothly, timely and professionally
• Facilitate the forum ensuring that all participants feel their perspective is being heard
Post-Event Follow-Up
• Provide written set of any action items
• Post-Event debriefing meeting if requested by the city