HomeMy WebLinkAboutFranklin Conservation District - Stormwater Education Program Agreement AGREEMENT
BETWEEN THE CITY OF YAKIMA AND
FRANKLIN CONSERVATION DISTRICT
THIS AGREEMENT (hereinafter "Agreement ") is made and entered into by and between
the City of Yakima (hereinafter the "City ") a Washington municipal corporation, and Franklin
Conservation District, a Washington nonprofit corporation (hereinafter "FCD ").
I. Recitals
A. City is a municipal corporation of the State of Washington with City Hall located at
129 North 2 Street, Yakima, Washington 98901.
B. FCD is a nonprofit corporation with offices at 1724 E. Superior St., Pasco, WA
99301.
C. City holds a stormwater permit under the National Pollutant Discharge Elimination
Program (NPDES) which includes a stormwater education element and
requirement. FCD has the ability and expertise to provide a stormwater educational
program to enable the City to comply with stormwater educational and reporting
requirements under its NPDES Permit.
D. City and FCD desire to enter into an agreement for the provision of such
educational services by FCD.
II. Agreement
WHEREFORE, in consideration of the mutual covenants, conditions and benefits herein
the parties agree as follows:
1. Services. FCD shall provide the following services:
Element 1: Education to kindergarten thru 6 grade students.
FCD will support the City's stormwater education program by planning and implementing
classroom visits and providing eight lessons from their "Water On Wheels" program to
Yakima K -6 students, with a focus on natural resource preservation. Each of the eight
lessons will have a stormwater component that will be subject to City review prior to
presentation. The goal will be to provide lessons to approximately 5,000 students.
This work element includes staff time to coordinate, prepare for, and deliver classroom
presentations. Costs included in this work element include educational supplies and
reimbursement for costs associated with travel.
FCD has established contacts at Yakima elementary schools and middle schools, and has
developed a curriculum appropriate for each grade level.
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Element 2: Project administration.
Administration of this project will include preparation of a report twice a year (end of
December and end of June) to the City stating the specific schools reached, the number of
students reached at each school and the number of lessons taught by jurisdiction. These
reports will enable the City to meet its required stormwater education reporting
requirements under City's NPDES Permit. FCD will perform all necessary background
checks for all of its employees and /or volunteers as required by and in accordance with the
Child and Adult Information Act, RCW 43.43.8321 or RCW 43.43.830, as applicable.
2. Consideration. In consideration of the services set forth in Section 1 above, City shall pay
and remit to FCD the total sum of $10,000.00 over two separate payments. FCD shall submit an
invoice twice a year (end of December and end of June) to the City in the amount of $5,000.00 for
work performed as of those specific dates.
3. Term. This Agreement shall commence on July 1, 2015, and shall terminate June 30,
2016, unless sooner terminated in accordance with Section 17 of this Agreement.
4. Status of FCD. FCD and the City understand and expressly agree that FCD is an
independent contractor in the performance of each and every part of this Agreement. No officer,
employee, volunteer, and /or agent of FCD shall act on behalf of or represent him or herself as an
agent or representative of the City. FCD, as an independent contractor, assumes the entire
responsibility for carrying out and accomplishing the services required under this Agreement. FCD
expressly represents, warrants and agrees that its status as an independent contractor in the
performance of the work and services required under this Agreement is consistent with and meets
the six -part independent contractor test set forth in RCW 51.08.195. FCD and its officers,
employees, volunteers, agents and /or subcontractors shall make no claim of City employment nor
shall claim against the City any related employment benefits, social security, and /or retirement
benefits. Nothing contained herein shall be interpreted as creating a relationship of servant,
employee, partnership or agency between FCD and the City.
5. Inspection and Audit — Public Disclosure. FCD shall maintain books, accounts, records,
documents and other evidence pertaining to the consideration paid under this Agreement in
accordance with generally accepted accounting practices. All such books of account and records
required to be maintained by this Agreement shall be subject to inspection and audit by
representatives of the City and /or of the Washington State Auditor at all reasonable times, and
FCD shall afford the proper facilities for such inspection and audit. Such books of account and
records may be copied by representatives of the City and /or of the Washington State Auditor
where necessary to conduct or document an audit. Provider shall preserve and make available all
such books of account and records for a period of three (3) years after final payment under this
Agreement. FCD understands and agrees that records maintained by FCD pertaining to programs
conducted by FCD in and on behalf of the City will be considered public records subject to
disclosure under the State of Washington Public Records Act, Chapter 42.56 RCW. FCD will
cooperate with City to assure timely production and disclosure of any records in FCD's possession
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subject to disclosure under the Public Records Act. All reports generated by FCD and delivered to
City during the performance of this Agreement shall be deemed the property of the City.
6. Taxes and Assessments. FCD shall be solely responsible for compensating its
employees and for paying all related taxes, deductions, and assessments, including but not limited
to, federal income tax, FICA, social security tax, assessments for unemployment and industrial
injury, and other deductions from income which may be required by law or assessed against either
party as a result of this Agreement. In the event the City is assessed a tax or assessment as a
result of this Agreement, FCD shall pay the same before it becomes due.
7. Nondiscrimination Provision. During the performance of this Agreement, FCD shall not
discriminate in violation of any applicable federal, state and /or local law or regulation on the basis
of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably
discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the
presence of any sensory, mental or physical handicap, and 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.
8. The Americans with Disabilities Act. FCD agrees to comply with the Americans With
Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and
Washington State's anti - discrimination law as contained in RCW Chapter 49.60 and its
implementing regulations. The ADA provides comprehensive civil rights to individuals with
disabilities in the area of employment, public accommodations, state and local government
services, and telecommunications.
9. Compliance With Law. FCD agrees to perform all services under and pursuant to this
Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or
promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise.
10. No Conflict of Interest. FCD covenants that neither it nor its employees have any interest
and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance of this Agreement. FCD further covenants that it will not hire
anyone or any entity having such a conflict of interest during the performance of this Agreement.
11. No Insurance. It is understood the City does not maintain liability insurance for FCD
and /or its employees.
12. Indemnification and Hold Harmless. FCD agrees to protect, defend, indemnify,
exonerate, and hold harmless the City, its elected and appointed officials, agents, officers, and
employees (hereinafter "parties protected ") from (1) any and all claims, demands, liens, lawsuits,
administrative and other proceedings, and (2) any and all judgments, awards, losses, liabilities,
damages (including punitive or exemplary damages), penalties, fines, costs and expenses
(including legal fees, costs, and disbursements) for, arising out of, or related to any actual or
alleged death, injury, damage or destruction to any person or any property (including but not
limited to any actual or alleged violations of civil rights) to the extent solely or concurrently caused
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by, arising out of, or related to any actual or alleged act, action, default or omission (whether
intentional, willful, reckless, negligent, inadvertent, or otherwise) resulting from, arising out of, or
related to FCD's provision of services, work or materials pursuant to this Agreement. FCD further
agrees that it specifically and expressly waives its immunity under industrial insurance, Title 51
RCW, or immunity under any other provision of law to the extent of the obligations assumed to the
parties protected hereunder.
13. Insurance.
Commercial Liability Insurance. On or before the effective date of this Agreement,
FCD shall provide the City with a certificate of insurance as proof of liability insurance in the
amount of Two Million Dollars ($2,000,000.00) that clearly states who the provider is, the amount
of coverage, the policy number, and when the policy and provisions provided are in effect (any
statement in the certificate to the effect of "this certificate is issued as a matter of information only
and confers no right upon the certificate holder" shall be deleted). 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, and shall contain a clause that
the insured will 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. The insurance company shall be either admitted in the State of
Washington or a licensed surplus lines insurance company in the State of Washington. If the City
is damaged by the failure of FCD to maintain the above insurance or to so notify the City, then
FCD shall bear all costs attributable thereto. If requested, FCD shall provide the City with a
complete copy of the policy.
Commercial Automobile Liability Insurance.
a. If FDC owns any vehicles, before this Contract is fully executed by the parties, FDC
shall provide the City with a certificate of insurance as proof of commercial automobile
liability insurance and commercial umbrella liability insurance with a total minimum liability
limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily
injury and property damage. Automobile liability will apply to "Any Auto" and be shown on
the certificate.
b. If FDC does not own any vehicles, only "Non -owned and Hired Automobile Liability" will
be required and may added to the commercial liability coverage at the same limits as
required in that section of this Contract entitled "Commercial Liability Insurance ".
c. Under either situation described above in Section 13.a and Section 13.b, the required
certificate of insurance 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 Contract. The policy shall name the City, its elected
officials, officers, agents, employees, and volunteers as additional insureds. 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.
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14. Assignment and Subcontracts. This Agreement, or any interest herein, or claim
hereunder, shall not be assigned or transferred in whole or in part by FCD to any other person or
entity without the prior written consent of the City. In the event that such prior written consent to
an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of
FCD stated herein. Any subcontractors retained by FCD shall be subject to the performance
standards of this Agreement, and FCD's obligations to perform shall remain unchanged by any
subcontract.
15. Non - Waiver. A waiver by either party hereto of a breach of the other party hereto of any
covenant or condition of this Agreement shall not impair the right of the party not in default to avail
itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon
strict performance of any agreement, covenant or condition of this Agreement, or to exercise any
right herein given in any one or more instances, shall not be construed as a waiver or
relinquishment of any such agreement, covenant, condition or right.
16. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
17. Termination. Either party may terminate this Agreement, with or without cause, by giving
the other party thirty (30) days prior written notice of termination. In the event of such termination,
FCD shall be entitled to compensation for services performed through the effective date of
termination. The provisions of Section 12 pertaining to obligations of indemnity and hold harmless
shall survive termination of this Agreement.
18. Survival. Any provision of this Agreement that imposes an obligation after termination or
expiration of this Agreement shall survive the term or expiration of this Agreement and shall be
binding on the parties to this Agreement.
19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY: Tony O'Rourke
City Manager
129 North 2 Street
Yakima, WA 98901
TO MCF: FCD
c/o Kara Kaelber
Education Director
1724 E. Superior St.
Pasco, Washington 99301.
or to such other addresses as the parties may hereafter designate in writing. Notices and /or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such
notices shall be deemed effective when mailed or hand delivered at the addresses specified
above.
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20. Third Parties. The City and FCD are the only parties to this Agreement and are the only
parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall
be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to
third persons.
21. Integration and Supersession. This Agreement sets forth all of the terms, conditions,
and agreements of the parties relative to the subject matter hereof and supersedes any and all
such former agreements which are hereby declared terminated and of no further force and effect
upon the execution and delivery hereof. There are no terms, conditions, or agreements with
respect thereto, except as herein provided and no amendment or modification of this Agreement
shall be effective unless reduced to writing and executed by the parties.
22. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
23. Venue. The venue for any action to enforce or interpret this Agreement shall lie in a court
of competent jurisdiction in Yakima County, Washington.
CITY OF Y IMA FCD
By:. 4 By: 7g‘ _ �i��
on, O'':ourke, City Manager �j '7 /j�j,,�,.
Date: (0 AP (5 Date:
ATTEST:
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Sonya r laar Tee, City ierk
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