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HomeMy WebLinkAbout5.745 Original Contract 5. 7</ 5 ~ ~~71^!yn:tWt<I PO 80,1540 >4S"",nM' Po'tTow",ood,WA98368 Telephone (360) 385-2571 Fax (360) 385-5185 E-mail acllon@olycap org August 30, 2005 Becky J. Upton City Clerk/Management Assistant City of Port Angeles PO Box 1150 Port Angeles, WA 98362-0217 Re: City of Port Angeles CDBG Funds to Support OlyCAP Dental Clinic Dear Becky: Enclosed plea~e find the fully executed Agreement between the City of Port Angeles and Olympic Community Action Programs for CDBG funds to support the OlyCAP Dental Clinic. If you need anything further from us, please let me know. Sincerely, ffin~ ~ T. Dan Wollam ~ Executive Director TDW: gmb Enclosure "Helpmg people to help themselves... " 5. 7<15 AGREEMENT THIS AGREEMENT, made and entered into by and between the City of Port Angeles (hereinafter referred to as "City"), and Olympic Community Action Programs (hereinafter referred to as "OlyCAP"), WHEREAS, pursuant to Title I of the Housing and Community Development Act of 1974, as amended, the Washington State Department of Community, Trade and Economic Development (CTED) has from time-to-time and pursuant to authorizatIOn by the federal Department of Housing and Urban Development (HUD) provided the City with Small Cities Discretionary Community Development Block Grant Program (CDBG) funds to undertake and carry out certain programs in comphance with all applicable local, state and federal laws, regulations, and policies; and, WHEREAS, certain CDBG funds provided to the City were administered by OlyCAP for the purpose of providing loans to private individuals for the purpose of financing limited housing rehabilitation projects, the pay-off of which loans has accrued to the City and is held there for reuse in accordance with federal CDBG regulations; and, WHEREAS, OlyCAP has proposed application of a portion of the accumulated pay-off funds to a new project which is within the scope and authorization of CDBG funding regulations; and, WHEREAS, the Scope of Work included in this Agreement has been authorized and approved by the City Council of the City of Port Angeles, meeting in open seSSIOn and pursuant to public notice, on the 5th day of July, 2005; NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and provisions contained herein, and the mutual benefits to be derived therefrom, the parties hereto agree as follows: 1. Services to be Provided by the Parties A. OlyCAP shall carry out and complete, in a manner satisfactory to the City, the work and plan described in the Scope of Work (Attachment 1 to this Agreement). B. The City will provide advice and guidance as may be requested by OlyCAP to support the objectives of this agreement and WIll provide compensation for services as set forth in Section 3 below. 2. Time of Performance The effective date of this Agreement shall be 1 August 2005. The dental clinic to be constructed and operated by OlyCAP shall be complete and in operation not later than 31 December 2005. 3. Consideration The City shall reimburse OlyCAP for allowable expenses agreed upon by the parties to complete the Scope of Work; PROVIDED, however, that in no event shall the total amount reimbursed by the City exceed the sum of $120,000. The total estimated aggregate cost of the project described in the Scope of Work is estimated to be $186,917. OlyCAP is solely responsible for obtaining from other sources the additional funds needed to fully complete the project and operate the dental clinic for a minimum often years. Reimbursement under thIS Agreement 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 this Agreement. It is understood that this Agreement is funded in whole or in part with CDBG funds previously provided to the City through the Washington State Community Development Block Grant Program as administered by CTED and is subject to those regulations and restrictions normally associated with federally-funded programs and any other requirements that the State may prescribe. 4. Records OlyCAP agrees to maintain such records and follow such procedures as may be required under the State's CDBG Program and any such procedures as the City or CTED may prescribe. At a minimum, such records will include information pertaining to the Agreement, obligations and unobligated balances, assets and liabilities, outlays, equal opportunity labor standards (as appropriate), and performance. OlyCAP shall retain all such records and all other records pertinent to this Agreement and work undertaken under this Agreement for a period of three (3) years from and after the construction of the dental clinic, 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, CTED, and duly-authorized officials of the state and federal government shall have full access and the right to examine, excerpt or transcribe any pertinent documents, papers, records, and books of OlyCAP Involving transactions related to the Scope of Work and this Agreement. 5. Relationships The relationship of OlyCAP and the City shall be that of independent contracting parties. Neither party shall be an agent or representative of the other. Nothing contained herein shall be deemed to create the relationship of employer and employee or principal and agent between the City and OlyCAP. 6. Suspension, Termination and Close-Out If OlyCAP fails to comply with the terms and conditions of this Agreement, the City may pursue such remedies as are legally available, including (but not limited to) the suspension or termination of this Agreement. 7. Changes, Amendments, Modification The City may, from time-to-time, 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 OlyCAP, shall be incorporated into written amendments to this Agreement. 8. Personnel OlyCAP represents that it has, or will secure at its own expense, all personnel necessary to fully perform under this Agreement. Such personnel shall not be employees of, or have any contractual relationship to, the City. All services required hereunder will be performed by OlyCAP or under OlyCAP's 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. 9. Assignability OlyCAP shall not assign any interest in this Agreement and shall not transfer any interest on this Agreement (whether by assignment or novation), without prior written consent of the City thereto; PROVIDED, however, that claims for money by OlyCAP from the City under this Agreement 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 OlyCAP. 10. Copyright No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of OlyCAP. 11. Compliance with Local Laws OlyCAP shall comply with all applicable laws, ordinances, and codes of the federal, state and local governments. 12. Hold Harmless OlyCAP shall defend, indemnify, and hold the City harmless from and against any claim, liability or loss arising from this agreement or from any act or failure to act by OlyCAP in connection with the construction or operatIOn of the dental clinic. 13. 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. 14. Interest of Members of the City No member of the governing body of the City or ofOlyCAP, and no officer, employee, or agent of the City or of OlyCAP who exercises any control or discretion in connection with the planning or carrying out of the project, shall have any personal financial interest, direct or indIrect, in the project or in this Agreement; and OlyCAP shall also take appropriate steps to assure compliance with the obligations of this paragraph. 15. Applicable Law and Venue This Agreement shall be governed by the laws of the State of Washington. Venue for any action hereunder shall be in Clallam County, Washington. IN WITNESS WHEREOF, the City and OlyCAP have executed this Agreement as of the date and year last written below. CITY;;F yoRT ANGJ'lS/7 By: j1I'~ ~ Title: c../; ell o ./ Date: Date: 3/()QJoS APR~STOFO~ By: f1t ___ e------ T,itJe: . {'f \ Date: ' r9~S- .' ,. ATTACHMENT No.1 SCOPE OF WORK Both parties hereto agree that the following constitute the project scope of work: OlyCAP has executed a lease for space in the Armory Square Professional Center at 228 W. First St., Suite J, Port Angeles, W A 98362. The term of the lease is eleven years, commencing May 1, 2004. Said property includes approximately 2,000 square feet set aside by OlyCAP for the construction of a dental clinic facility designed to serve low-income, uninsured persons. OlyCAP will be solely responsible for undertaking and completing all actions necessary to construct and operate the dental clinic at that location. OlyCAP will maintain and operate the dental clinic for a minimum period often years. OlyCAP will insure that all construction/remodel stages comply with applicable laws, rules, regulations, policies and procedures set forth by both the City of Port Angeles and construction provisions under the Community Development Block Grant Program. No portion of the funding acquired under this agreement will be used for the purchase of equipment.