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HomeMy WebLinkAbout06/10/2008 17 Healthy Families Yakima Program Amendment to Contract with Kraft Consulting BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 1 For Meeting of: June 10, 2008 ITEM TITLE: Consideration of a Resolution authorizing the execution of a contract amendment with KRAFT CONSULTING, of Yakima, Washington, to extend the Healthy Families Yakima program for an additional year SUBMITTED BY: Cindy Epperson, Deputy Director of Accounting and Budgeting CONTACT PERSON/TELEPHONE: Cindy Epperson, 575 -6070 Linda Kraft, Executive Director of Healthy Families Yakima, 452 -1519 SUMMARY EXPLANATION: At their June 6, 2006, meeting, City Council adopted Resolution 2006 -92 that authorized the City Manager to enter into an agreement with Kraft Consulting to engage Linda Kraft as Executive Director for the Healthy Families Yakima program for which the City had contracted with DSHS to be fiscal agent for a federal child support enforcement demonstration project. The federal program had a 5 -year commitment; however, the original contract with Kraft Consulting was only executed for 2 years, with the expectation that, as the program developed, there would likely be changes identified for future contracting periods. As a result of a program I D evaluation by DSHS, minor contract revisions were identified which included primarily the additional budget and reporting dates for the 3rd year. A contract amendment with DSHS was made at the April 15, 2008, Council meeting; this contract amendment basically mirrors that adjustment. This is the end of the first 2 -year term contract with the Executive Director. According to the original contract, dated June 30 2006, this contract may be extended by agreement of the parties for up to three (3) one -year extensions. This amendment is for the first of the three (3) one -year extensions, through March 31, 2009. Resolution 1 Ordinance _ Other (Specify) Contract 1 Mail to (name and address): Linda Kraft, 408 N 1st St, Yakima, WA 98901 Funding Source: DCS Gran d donations in the Community Services Fund APPROVED FOR SUBMITTAL: City Manager er 9 STAFF RECOMMENDATION: Staff respectfully recommends approval of the resolution authorizing the City Manager to execute the contract with Kraft Consulting. BOARD /COMMISSION RECOMMENDATION: The Steering Committee of Healthy Families Yakima has recommended this extension. ID COUNCIL ACTION: • RESOLUTION NO. A RESOLUTION authorizing and directing the City Manager of the City of Yakima to amend the City of Yakima Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative Professional Services Agreement with Kraft Consulting, a business located in the City of Yakima, serving as the Executive Director for the "Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative" child support enforcement demonstration project. WHEREAS, the State of Washington has obtained an OCSE Federal Office of Child Support Enforcement Waiver Terms and Conditions allowing the City of Yakima to obtain federal IV -D match funds to operate the "Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative" child support enforcement demonstration project; and WHEREAS, the "Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative" is a federally funded five -year community demonstration initiative intended to facilitate and study the creation of a community coalition providing programs and supporting efforts designed to strengthen family relations, reduce family violence through education and related public services, cooperate with Child Support Enforcement to reach their clients and increase parental financial responsibility towards their children; and • WHEREAS, the City of Yakima is supporting this effort by serving as a subrecipient and Y PP 9 Y 9 P fiscal agent for the disbursement of Federal IV -D match funds granted for the project, as authorized by Resolution R 2006 -91 at Council's June 6, 2006 meeting; and WHEREAS, KRAFT CONSULTING, a business within the State of Washington, with offices at 408 North First Street, Yakima, Washington, 98901, specializing and experienced in directing, developing and managing complex strategic planning, has been acting as the Executive Director for the, "Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative," child support enforcement demonstration project, otherwise known as, "Healthy Families Yakima," since June of 2006; and WHEREAS the City of Yakima and Kraft Consulting now wish to continue this agreement through March 31, 2009. WHEREAS, the City Council of the City of Yakima has reviewed the attached amendment to the existing Agreement, which is responsive to City of Yakima concerns; and WHEREAS, the City Council of the City of Yakima deems it to be in the best interest of the City of Yakima to amend the contract with Kraft Consulting for an additional year, now, therefore, • Page 1 of 2 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: • The City Manager of the City of Yakima is hereby authorized and directed to execute the attached amendment to the City of Yakima Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative Professional Services Agreement dated June 30, 2006. ADOPTED BY THE CITY COUNCIL this 10th day of June, 2008. David Edler, Mayor ATTEST: City Clerk • • Page 2 of 2 The City of Yakima Greater Yakima Valle Healthy Marriage and Y Y Y g Responsible Fatherhood Community Demonstration Initiative Professional Services Agreement Amendment It is the agreement of the parties to amend The City of Yakima Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative Professional Services Agreement originally dated June 8, 2006, as follows: 1. The agreement is extended through March 31, 2009. 2. The maximum consideration payable to Kraft Consulting for the period of this extension is $114,165. 3. The Statement of Work, Exhibit B, is amended as follows: Coalition Leadership, No. 4 is amended to read as follows: (4) Conduct annual review of Domestic Violence protocol with Local Domestic Violence resources. • Management Information System and program curricula and g Y P 9 materials, the first sentence is amended to read as follows: Kraft Consulting shall complete the following specific tasks and outcomes by March 31, 2009 in order to receive consideration for service related to the Agreement: OCSE Progress Reports, add the following: (8) The progress report due date for the third semi - annual report is August 31, 2008. (9) The progress report due date for the fourth semi - annual report is January 31, 2009. This Agreement, including all exhibits and other documents incorporated by reference, contains all the terms and conditions agreed upon by the parties as changes to the original Agreement. No other understandings or representations, oral or otherwise, regarding the subject matter of this Agreement Amendment shall be deemed to exist or bind the parties. All other terms and conditions of the original Agreement remain in full force and effect. cim/kraftconsulting/Page 1 of 2 The parties signing below warrant that they have read and understand this Agreement and have authority to enter into this Agreement Amendment. CITY OF YAKIMA KRAFT CONSULTING Richard A. Zais, Jr., City Manager Linda C. Kraft, Kraft Consulting Date: Date: • • cim/kraftconsulting/Page 2 of 2 CITY OF YAKIMA GREATER YAKIMA VALLEY HEALTHY MARRIAGE AND RESPONSIBLE FATHERHOOD COMMUNITY DEMONSTRATION INITIATIVE PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 8 day of June, 2006, by and between KRAFT CONSULTING, of Selah, Washington hereinafter the "Executive Director ", and the CITY OF YAKIMA, a municipal corporation, hereinafter referred to as the "City ". WHEREAS, the "Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative ", otherwise known as "Healthy Families Yakima" (HFY), is a federally funded five -year community demonstration initiative intended to assist in the creation of a community .coalition providing programs and supporting efforts designed to strengthen family relations, reduce family violence through education and related public services, cooperate with Child Support Enforcement to reach their clients and increase parental financial responsibility towards children; and WHEREAS, the City of Yakima is supporting this effort by serving as a subrecipient and fiscal agent for the disbursement of federal IV -D match funds granted for the project; and 110 WHEREAS, KRAFT CONSULTING, is a business in the State of Washington, with offices at 1209 Fremont Hills Drive, Selah, specializing and experienced in directing, developing and managing complex strategic planning as described in Exhibit A, has the experience and skills to perform the duties of Executive Director for Healthy Families Yakima, and WHEREAS, the parties hereto are desirous of effectuating an agreement whereby Kraft Consulting will serve as the Healthy Families Yakima Executive Director; • NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City of Yakima and Kraft Consulting, as follows: SPECIAL TERMS AND CONDITIONS 1. The following definitions shall apply to this Agreement: a. "Agreement" means this Agreement, including all Exhibits and other documents attached or incorporated by reference. • b. "City" means the City of Yakima. c. "Contracts Administrator" means the manager, or successor, of the City of • Yakima Finance department. cim/Healthy Marriage Initiative subcontract/page 1 of 19 d. "DCS" means the Division of Child Support. e. "Debarment" means an action taken by a Federal official to exclude a person or business entity from . participating in transactions involving certain federal funds. f. "DSHS" or "the Department" means the state of Washington Department of Social and Health Services and its employees and authorized agents. g. "Federal Project Officer" means an OCSE employee that monitors and assists DCS in the programmatic activities of the project. h. "MIS" means Management Information System. i. "National Evaluators" means a third party organization selected by OCSE. j. "OCSE" means the federal Office of Child Support Enforcement. k. "Personal Information" means information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. I. "RCW" means the Revised Code of Washington. All references in this • g s th s Agreement to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http: / /slc.leg.wa.gov /. m. "Regulation" means any federal, state, or local regulation, rule, or ordinance. n. "Executive Director" means the project director or entity performing services pursuant to this Agreement and includes the Executive Director's officers, directors, trustees, employees and /or agents. For purposes of any permitted Subcontract, "Executive Director" includes any Subcontractor and its owners, members, officers, directors, partners, employees, and /or agents. For purposes of this Agreement, the Executive Director. shall not be considered an employee or agent of the City of Yakima. o. "Subcontract" means any separate agreement or contract between the Executive Director and an individual or entity ( "Subcontractor ") to perform all or a portion of the duties and obligations that the Executive Director is obligated to perform pursuant to this Agreement. p. "Subrecipient means a non- federal entity that expends federal awards received from a pass- through entity to carry out a federal program, but cim/Healthy Marriage Initiative subcontract/page 2 of 19 0 does not include an individual that is a beneficiary of such a program. A subrecipient may also be a recipient of other federal awards directly from a federal awarding agency. q. "Vender" means a dealer, distributor, merchant, or other seller providing goods or services that are required for the conduct of a Federal program. " These goods or services may be for an organization's own use or for the use of beneficiaries of the Federal program. r. "WAC" means the Washington Administrative Code. All references in this Agreement to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http: / /slc.Ieq.wa.gov /. 2. Purpose. The purpose of this agreement is to allow Kraft Consulting, to perform the duties of Executive Director for the "Greater Yakima Valley Healthy Marriage and »Responsible Fatherhood Community Demonstration Initiative" (YHF) Child Support Enforcement demonstration project. As the Executive Director, Kraft Consulting will develop and operate the demonstration project. This project goal is to explore and study new strategies to strengthen the Child Support Enforcement program. The primary strategies to be researched are the promotion of healthy marriage and healthy parental relationships. III 3. Statement of Work. The Executive Director shall provide the services and nd otherwise do all things necessary for or incidental to the performance of work, as set in the attached Exhibit B — Statement of Work and the plan documents incorporated by reference listed in section 11 of this agreement. 4. Independent Contractor. The parties agree that KRAFT CONSULTING is an independent contractor with the responsibility and authority to control and direct the performance of the details of the work described herein, in accordance with the terms and conditions of this Agreement. The implementation of contracted activities and the results to be achieved are solely the responsibility of the KRAFT CONSULTING. No agent, employee subcontractor, or representative of KRAFT CONSULTING shall be deemed to be an employee, agent, servant, or representative of the City for any purpose, and the employees, agents, subcontractor, or representative of KRAFT CONSULTING. is not entitled to any of the benefits the City provides for its employees. KRAFT CONSULTING will be solely and entirely responsible for its acts and for the acts of its agents, employees, subcontractors, or otherwise, during the performance of this Agreement. 5. Consideration. As consideration for contracted activities the Contractor agrees to comply with all payment and /or billing conditions as follows: a. GENERAL PAYMENT CONDITIONS: The Contractor agrees to the following standards in satisfactorily performing the terms and conditions of Ili this Agreement: cim/Healthy Marriage Initiative subcontract/page 3 of 19 (1) Payments shall only be made for contracted activities rendered by the Contractor, which are identified within the terms and conditions of this Agreement and set forth within a category of the HFY budget, Exhibit C. • (2) The Contractor shall submit to the City a written request for modification when the proposed revision would change the scope or objectives of any contracted service. (3) Payments shall be based on the City's receipt of all fiscal and programmatic reports required by this Agreement to substantiate claims for payment. The City expressly reserves the right to withhold payment in whole or in part when: a. the Contractor fails to submit all required documentation; or b. the Contractor fails to submit required documents per prescribed due dates; or c. in the City's judgment, additional information is required to substantiate the basis upon which claims for payment are made, provided the request for such additional information is consistent with the requirements of this Agreement; or d. if claims for P a Y ment are inconsistent with the terms and conditions of this Agreement. 6. Billing a. The Contractor shall submit written claims for payment for contracted activities provided on the appropriate forms by the tenth day of each month to: The City of Yakima Attn: Cindy Epperson 129 N. 2nd Street Yakima WA 98901 b. The City agrees to make payment for contracted activities within 30 days of receiving invoice subject to conditions stated in Section 5 of the Special Terms and Conditions of this agreement. c. As consideration for services, as described in the Statement of Work, the City agrees to pay the executive Director a sum not to exceed the budgeted amounts contained in the Budget Provisions. This total available sum shall be payable during the Agreement period only, as expenses are incurred, for services described in the Statement of Work. Payment shall be based on Contracting Agencies' claims for payment and shall be cim!Healthy Marriage Initiative subcontract/page 4 of 19 • contingent upon the receipt of all required financial and program reports by the respectively assigned due dates. d. If there are no available funds at the time a claim for payment is made, the City may delay payment until funds become available. e. Priority of Payment. In the event that there are insufficient funds to pay all program expenses during a given month, the claims for payment shall be paid in the following order: i. Vendor ii. Executive Director in accordance with this agreement iii. Other outside service providers f. Recovery of Costs Claimed In Error- -The Executive Director shall reimburse the City for costs reimbursed under this Contract which the City later finds were: (1) Claimed in error, (2) No allowable under the terms of this Contract, (3) Disallowed by federal, private or state auditors. g. Audit. The Executive Director agrees to participate and cooperate with any fiscal or program audit conducted of the City of Yakima in connection with the demonstration. 7. Review of Records. Upon providing a written notice of "Intent to Review" at least 24 hours in advance, the City or its auditors may, during regular business hours, review and copy all financial and /or program records maintained by the Executive Director. For purposes of this section, notice sent by E -mail communication will suffice as written notice. 8. Insurance. The Executive Director shall at all times comply with the following insurance requirements. a. Commercial General Liability Insurance. The Executive Director shall maintain Commercial General Liability Insurance, or Business Liability Insurance, including coverage for bodily injury, property damage, and contractual liability, with the following minimum limits: Each Occurrence - $1,000,000; General Aggregate - $2,000,000. The policy shall include liability arising out of premises, operations, independent contractors, products - completed operations, 40 personal injury, advertising injury, and liability assumed under an insured contract. The City of Yakima, its elected and appointed officials, agents, cim/Healthy Marriage Initiative subcontract/page 5 of 19 • and employees of the City and DSHS, its elected and appointed officials, fi) agents, and employees shall be named as additional insureds. b. Business Automobile Liability Insurance. The Executive Director shall maintain a Business Automobile Policy on all vehicles used to transport clients, including vehicles hired by the Executive Director or owned by the Executive Director's employees, volunteers or others, with the following minimum limits: $1,000,000 per accident combined single limit. The City of Yakima, its elected and appointed officials, agents, and employees of the City and DSHS, its elected and appointed officials, agents, and employees shall be named as additional insureds. c. The Executive Director shall maintain. Professional Liability Insurance or Errors & Omissions insurance, including coverage for losses caused by errors and omissions, with the following minimum limits: Each Occurrence - $1,000,000; Aggregate - $2,000,000. d. Fidelity Bond. The Executive Director shall secure a fidelity bond to cover theft of money designated to the program in the amount of $50,000.00. e. Worker's Compensation. 40, The Executive Director shall comply with all applicable Worker's Compensation, occupational disease, and occupational health and safety laws and regulations. The City of Yakima shall not be held responsible for claims filed for Worker's Compensation under RCW 51 by the Executive Director or its employees under such laws and regulations. f. Employees. Insurance required of the Executive Director under the Contract shall include coverage for the acts and omissions of the Executive Director's employees. g. Subcontractors. The Executive Director shall ensure that all subcontractors have and maintain insurance with the same types and limits of coverage as required of the Executive Director under the Contract. h. Insurers. The Executive Director shall obtain insurance from insurance companies identified as an admitted insurer /carrier in the State of Washington, with a Best's Reports' rating of B + +, Class VII, or better. Surplus Lines cim/Healthy Marriage Initiative subcontract/page 6 of 19 0 insurance companies will have a rating of A -, Class VII, or better. i. Evidence of Coverage. (1) The Executive Director shall submit Certificates of Insurance to the City of Yakima point of contact located on page four (4) of the contract for each coverage required of the Executive Director under the Contract. The Certificate shall identify the City of Yakima Finance Department as Certificate Holder. A duly authorized representative of each insurer, showing compliance with the insurance requirements specified in this Contract, shall execute each Certificate of Insurance. The Executive Director is not required to submit to DSHS copies of Certificates of Insurance for personal automobile insurance required of the Executive Director's employees and volunteers under the contract. (2) The Executive Director shall maintain copies of Certificates of Insurance for each subcontractor as evidence that each subcontractor maintains insurance as required by the Contract. j. Material Changes. The insurer shall give the City of Yakima Finance Department, 45 days advance written notice of cancellation or non - renewal. If cancellation is • due to non - payment of premium, the insurer shall give the City of Yakima 10 days advance written notice of cancellation. k. General. By requiring insurance, the City does not represent that the coverage and limits specified will be adequate to protect the Executive Director. Such coverage and limits shall not be construed to relieve the Executive Director from liability in excess of the required coverage and limits and shall not limit the Executive Director's liability under the indemnities and reimbursements granted to the State and DSHS in this Contract. All insurance provided in compliance with this Contract shall be primary as to any other insurance or self- insurance programs afforded to or maintained by the State. The Executive Director waives all rights against the City of Yakima for the recovery of damages to the extent they are covered by , insurance. 9. Governing Law. This agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is mutually understood and agreed to by each party hereto that this agreement shall be governed by the laws of the State of Washington both as to interpretation and as to performance. 10. Venue. Any action at law, suit in equity, or judicial proceeding for the 0 enforcement of this agreement or any provisions thereof, shall be instituted and maintained only in the Superior Court for Yakima County, Yakima, Washington. cim/Healthy Marriage Initiative subcontract/page 7 of 19 11. Incorporation by Reference. a. The 2002 DSHS DCS application to OCSE for a Section 1115 waiver, Exhibit D, entitled The Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative is incorporated by reference into this contract. b. The OCSE Waiver Terms and Conditions for the Washington State Yakima Healthy Marriage Application Child Support Demonstration ,Project, Exhibit E, are incorporated by reference into this contract. 12. Data Sharing. The City will not be sharing any City client records for the Executive Director's use in performing services in this Contract. 13. Records. The Executive Director shall provide, the original source documents for the following client records, but not limited to: a. Client Records. (1) All records necessary to prove enrollment of participants in project programs; and (2) All records necessary to comply with the National Evaluators • evaluation of the program. (3) All records and reports enumerated in attachment B -- Statement of Work, Exhibit D - -The 2002 DSHS DCS application to OCSE for a Section 1115 waiver, entitled The Greater Yakima Valley Healthy Marriage and Responsible Fatherhood Community Demonstration Initiative, and Exhibit E - -The OCSE Waiver Terms and Conditions for the Washington State Yakima Healthy Marriage Application Child • Support Demonstration Project, b. Administrative Records. (1) Press releases and public service announcements; (2) Fiscal records which document costs for services provided under this Contract' (3) Organizational records such as five year project work plan; (4) Copies of all reports to the City; (5) Copies of all program materials and brochures; and (6) Copies of domestic violence protocols: cim/Healthy Marriage Initiative subcontract/page.8 of 19 • 14. Contract Period of Performance. This Contract may be extended by agreement of the parties for up to three (3) one -year extensions. 15. Federal Waiver Terms and Conditions. The Executive Director shall maintain a copy of the OCSE Waiver Terms and Conditions, State: Washington, Washington (Yakima) Healthy Marriage Application Child Support Enforcement Demonstration Project for the records and comply with all of the terms and conditions that are applicable to the performance and management of this Contract. 16. Taxes and Assessments. The Executive Director shall be solely responsible for compensating its employees and for paying all related taxes, deductions and assessments, including but not limited to, leasehold excise taxes, 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, the Executive Director shall pay the same before it becomes due. GENERAL TERMS AND CONDITIONS 1. Amendment. This Agreement may only be modified by a written amendment signed by both parties. Only personnel authorized to bind each of the parties may sign 0 an amendment. 2. Assignment. The Executive Director shall not assign this Agreement, its rights or obligations hereunder, without obtaining the prior written consent of the City. The City shall not recognize any assignment without such prior written consent. In the event that consent is given and this Agreement is assigned, all terms and conditions of this Agreement shall be binding upon the Executive Director's successors and assigns. For purposes of this agreement, a change in the ownership of Kraft Consulting is considered an assignment. 3. Change in Management. Linda Kraft is the current manager of Kraft Consulting. Should there be a change in management, Kraft Consulting shall provide 30 days advance written notice of such change. 4. Compliance with Applicable Law. At all times during the term of this Agreement, the Executive Director shall comply with all applicable federal, state, and local laws and regulations. 5. Independent Contractor. The parties understand and expressly agree that the Executive Director will 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 cim/Healthy Marriage Initiative subcontract/page 9 of 19 assessed a tax or assessment as a result of this Agreement, the Executive Director shall pay the same before it becomes due. 6. Nondiscrimination Provision. During the performance of this Agreement, the Executive Director shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. 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. 7. Confidentiality. Except as otherwise provided in this agreement, the Executive Director may use Personal Information and other information gained by reason of this Agreement only for the purpose of this Agreement. The Executive Director shall not disclose, transfer, or sell any such information to any party, except as provided by law or, in the case of Personal Information, without the prior written consent of the person to whom the Personal Information pertains. The Executive Director shall maintain the confidentiality of all Personal Information and other information gained by reason of this Agreement, and shall return or certify the destruction of such information if requested in writing by the City. 8. Debarment Certification. The Executive Director, by signature to this contract certifies that the Executive Director is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement or any Program Agreement by any Federal department or agency. The Executive Director also agrees to include the above requirement into any subcontracts entered into, resulting directly from the Executive Director's duty to provide services under this Contract 9. Governing Law and Venue. The laws of the state of Washington shall govern this Agreement. In the event of any action brought hereunder, venue shall be proper only in the Superior Court for Yakima County, Yakima, Washington. 10. Indemnification and Hold Harmless. a. Kraft Consulting agrees to protect, defend, indemnify, exonerate, and hold harmless the City, its elected officials, agents, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) which result from or arise out of the sole negligence of Kraft Consulting, its officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. b. The City agrees to protect, defend, indemnify, exonerate, and hold harmless Kraft Consulting, its elected officials, agents, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, cim/Healthy Marriage Initiative subcontract/page 10 of 19 ® awards, costs and expenses (including attorneys' fees and disbursements) which result from or arise out of the sole negligence of the City, its officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. c. In the event both Kraft Consulting and the City are both negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's fees). d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 11. Maintenance of Records. During the term of this Agreement and for six (6) years following termination or expiration of this Agreement, the Executive Director shall maintain, and provide the City with reasonable access to, its records sufficient to: a. Document performance of all acts required by law, regulation, or this Agreement; b. Substantiate the Executive Director's statement of its organization's structure, tax status, capabilities, and performance; and III c. Demonstrate accounting procedures, practices, and records, which sufficiently and properly document the Executive Director's invoices to the City and all expenditures made by the Executive Director to perform as required by this Agreement. 12. Order of Precedence. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal and state of Washington statutes and regulations; b. Special Terms and Conditions contained in this Agreement; c. General Terms and Conditions contained in this Agreement; d. Exhibits or other documents incorporated by reference. 13. Ownership of Material. Material created by the Executive Director and paid for by the City as a part of this Contract shall be owned by the City and shall be "work made for hire" as defined by Title 17 USCA, Section 101. This material includes, but is not limited to: books; computer programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys; tapes; and /or training materials. Material which the Executive Director uses to perform the Contract but is not created for or paid for by the City is owned by the Executive Director and is not "work made for hire"; however, the 0 City shall have a perpetual license to use this material for the City internal purposes at cim/Healthy Marriage Initiative subcontract/page 11 of 19 no charge to the City, provided that such license shall be limited to the extent which the • Executive Director has a right to grant such a license. 14. Severability. If any term or condition of this Agreement is held invalid by any court, such invalidity shall not affect the validity of the other terms or conditions of this Agreement. 15. Survival. Any provision of this Agreement which 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. 16. Subcontracting. Except as otherwise provided in this Agreement, the Executive Director shall not subcontract any of the contracted services without the prior approval of the City as specified in a written amendment to this Agreement. The Executive Director is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Agreement are included in any and all Subcontracts. Any failure of Executive Director or its Subcontractors to perform the obligations of this Agreement shall not discharge the Executive Director from its obligations hereunder or diminish the City's rights or remedies available under this Agreement. 17. Subrecipients. a. General. The Executive Director understands that the City is a Ai subrecipient of federal awards as defined by Office of Management and Budget (OMB) Circular A -133 and this Agreement, therefore the Executive Director shall assist the City in the following: (1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass through entity; (2) Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; (3) Prepare appropriate financial statements, including a schedule of expenditures of federal awards; (4) Incorporate OMB Circular A -133 audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients; (5) Comply with any future amendments to OMB Circular A -133 and any successor or replacement Circular or regulation; (6) Comply with the applicable requirements of OMB Circular A -87 and any future amendments to OMB Circular A -87, and any successor or .cim/Healthy Marriage Initiative subcontract/page 12 of 19 replacement Circular or regulation; and (7) Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non - Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to www.ojp.usdoi.gov /ocr/ for additional information and access to the aforementioned Federal laws and regulations.) 18. Termination. a. Change in Funding. If the funds the City relied upon to establish this Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, the City may immediately terminate this Agreement by providing written notice to the Executive Director. The termination shall be effective on the date specified in the • notice of termination. b. Default. If for any cause, either party fails to fulfill its obligations under this Agreement in a timely and proper manner, or if either party violates 411 any of the terms and conditions contained in this Agreement, then the aggrieved party will give the other party written notice of such failure or • violation. The responsible party will be given 15 working days to correct the violation or failure. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other party. c. Change in Management. Should there be a change in management or if Linda Kraft is unable or unwilling to work at Kraft Consulting, then the City may terminate this agreement, with or without cause, by giving not less than thirty (30) calendar days written notice of termination to Kraft Consulting. d. Convenience. Either party may terminate this Agreement for any other reason by providing thirty (30) calendar days written notice to the other party. e. Orderly Closing. In the event of termination, the Executive Director shall perform such additional work as necessary for the orderly closing of the project, as jointly agreed upon by both parties. cim/Healthy Marriage Initiative subcontract/page 13. of 19 f. Payment for Performance. If this Agreement is terminated for any reason, the City shall only pay for performance rendered or costs incurred in accordance with the terms of this Agreement and prior to the effective date of termination, except as agreed upon by both parties to accomplish an orderly closing of the project. 19. Treatment of Client Property. Unless otherwise provided, the Executive Director shall ensure that any adult client receiving services from the Executive Director has unrestricted access to the client's personal property. The Executive Director shall not interfere with any adult client's ownership, possession, or use of the client's property. The Executive Director shall provide clients under age eighteen (18) with reasonable access to their personal property that is appropriate to the client's age, development, and needs. Upon termination of the Contract, the Executive Director shall immediately release to the client and /or the client's guardian or custodian all of the client's personal property. 20. No Conflict of Interest. The Executive Director represents that it or its employees do not 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. The Executive Director further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 21. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and conditions of this Agreement unless amended as set forth in Section 1, Amendment, of the General Terms and Conditions. Only the Contracts Administrator or designee has the authority to waive any term or condition of this Agreement on behalf of the City. DATED this 3D day of June, 2006. CITY OF YAKIMA KRAFT CONSULTING C \\ R. A. Zais, J ., City Manager Linda C. Kraft, Kraft onsulting 129 North Second Street 1209 Fremont Hills Drive Yakima, WA 98901 Selah, WA 98942 ATTEST: . R,... City Clerk � =` City Contract No. 47006-6/ Resolution No. 4 0200!0 - 9 • cim/Healthy Marriage Initiative subcontract/page 14 of 19 • Exhibit B Statement of Work Kraft Consulting shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth in the 2002 DSHS project application to OCSE and as forth below: OCSE Project Teleconferences: The Contractor shall participate in monthly phone calls led by the Federal Project Officer for the purpose of providing program updates by June 30, 2006. Project Set Up: The Contractor shall complete the following by September 1, 2006: (1) Provide input to the DSHS Program Manager for the purpose of creating the DCS's monitoring plan, projected client participation and identify alternative strategies for corrective action if the project is not meeting projected targets. (2) Provide staff names, contact information, template of survey tools and survey results to the DSHS Program Manager. The Contractor shall complete the following by January 1, 2007: (3) Conduct a survey of Yakima Citizens regarding their attitudes and behaviors on marriage and family. (4) Conduct a survey with churches to identify family needs & future volunteer base. Coalition Leadership: • The Contractor shall complete the following by September 1, 2006: (1) Identify partners in the faith communities and provide a list of coalition leaders to the DSHS Program Manager. (2) Establish schedule for quarterly meetings with broad Coalition membership. Provide meeting schedule and location to DSHS Program Manager. (3) Work with the Yakima DCS staff to create strategies and targets for working together on this project. • cim/Healthy Marriage Initiative subcontract/page 15 of 19 • (4) Establish relationships with local domestic violence resources. The Contractor shall complete the following by December 1, 2006: (5) Conduct five (5) town meetings to hear community needs and ideas regarding healthy marriage activities. (6) Establish community relationships with groups identified for entry points of program participants into the program. (7) Develop a site - specific domestic violence protocol that provides a setting for which victims feel comfortable self - disclosing abuse. Work with the Third Party Evaluator to create a screening tool and protocol that responds to the coalition's service delivery model. (8) Provide a copy of the domestic violence protocol to DSHS program manager for review. Any future revisions will be submitted to the DSHS program manager for review and approval. (9) Provide names of organizations within the coalition, defined roles, and key contact names and address information to the DSHS Program Manager. The Contractor shall complete the following by March 1, 2007: (10) Conduct coalition outreach briefings to current and prospective members on the community survey data. Provide a list of attendees for each briefing to the DSHS Program Manager. Management Information System and program curricula and materials: The contractor shall do the following by October 1, 2006: (1) Build a centralized MIS system that enables the contractor to track information on all program participants. (2) Work with the National Evaluators and the DCS Program Manager to develop and test the MIS. (3) Obtain written approval from the National Evaluators and the DSHS Program Manager before using the MIS to collect program participant's data. (4) Compile data into a single database that belongs to the contractor and which is housed on the Contractor's server. • cim/Healthy Marriage Initiative subcontract/page 16 of .19 The contractor shall do the following by February 1, 2007: (6) Create program brochures, handouts, and training materials that do not inherently support religious activities. Provide copies of all project material to DSHS Program Manager. Five year Operational Plan: The Contractor shall complete a fiver year operational plan that takes into consideration at a minimum the following by October 13, 2006: (1) Program curriculum, (2) Location of service sites, (3) Annual program enrollment goals, (4) Volunteer protocols. OCSE Progress Reports: The Contractor shall complete the following: progress report Manager that will be used to the DSHS Program Mana (1) Complete a prog p g g to complete the DSHS semi - annual progress report to OCSE. (2) Reports shall contain at a minimum but not be limited to the following: (a) Major activities and accomplishments, (b) Status of the achievement of project goals and objectives, (c) Number of program participants, (d) Characteristics of the participants recruited and enrolled, (e) Number of participants who have left the program and reasons for leaving, (f) Identify any serious problems that occurred. (3) The progress report due date for the first semi - annual report is October 31, 2006. (4) The progress report due date for the second semi - annual report is January- 31, 2007. cim/Healthy Marriage Initiative subcontract/page 17 of 19 (4) The progress report due date for the second semi - annual report is January 31, 2007. (5) The progress report due date for the second year first semi - annual report is October 31, 2007. (6) The progress report due date for the second semi - annual report is January 31, 2008. (7) Submit all progress reports to the DSHS Program Manager. Public Awareness Campaign: The contractor shall do the following by December 1, 2006: (1) Develop and release project web site. Provide web site address to DSHS Project Manager. (2) Release public service announcement campaign for first calendar quarter of 2007. Enrollment: The Contractor shall begin the following by February 15, 2007: (1) Enroll interested parties into the project programs. (2) Provide responsible fatherhood services. (3) Provide pre - marriage, and marriage skill building, and parent education services. (4) Provide monthly relationship roundtables. Data Collection and Evaluation: The contractor shall begin the following by March 1, 2007: (1) Use the MIS database to input and track information on all program participants. (2) Provide pre and post assessment of skill level in subject matter and access to appropriate resources. (3) Ten percent of participants who enroll in classes will be surveyed. (4) Cooperate with National Evaluator in the process and /or implementation evaluation. This will include at the minimum the following: (a) Be available for at least two process related site visits, cim/Healthy Marriage Initiative subcontract/page 18 of 19 (b) The first visit shall occur within 6 -12 months after the program has started, (c) The last visit shall occur at the conclusion of the waiver. Reports: The contractor shall begin the following by January 1, 2007: (1) Prepare monthly reports that provide information on the (a) Number of participants, (b) Services received, (c) Level of marital satisfaction before and after program, (d) Satisfaction of marriage education, (e) Number of individuals needing job assistance, (f) If they received it and track exit from program and reason for leaving. (2) Submit the monthly reports to the DSHS Program Manager by the 10 of the following month for review and approval. Training: • (1) The Contractor shall ensure all volunteers receive training on the domestic violence protocol. (2) Volunteers receive Prevention and Relationship Enhancement Program training February 1, 2007. 4110 cim/Healthy Marriage Initiative subcontract/page 19 of 19