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HomeMy WebLinkAboutDepartment of Veterans AffairsA3 16.5 DVA Contract No. 305J-08-130 INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF VETERANS AFFAIRS AND CITY OF AUBURN, PARKS AND RECREATION THIS AGREEMENT is made and entered into by and between the CITY OF AUBURN, PARKS AND RECREATION, hereinafter referred to as "CITY" and the WASHINGTON STATE DEPARTMENT OF VETERANS AFFAIRS, hereinafter referred to as "DVA" and the pursuant to the authority granted by Chapter 39.34 RCW. IT IS THE PURPOSE OF THIS AGREEMENT to provide office space to DVA located at Veterans's Park Building, Auburn, Washington. THEREFORE, IT IS MUTUALLY AGREED THAT: STATEMENT OF WORK The CITY shall furnish the necessary personnel, equipment, material and/or service(s) and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A" attached hereto and incorporated herein. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall commence on July 1, 2008, and be completed on June 30, 2013, unless terminated sooner or extended, as provided herein. PAYMENT Compensation for the work provided in accordance with this Agreement has been established under the terms of RCW 39.34.130. The parties have determined that the cost of accomplishing the work herein will not exceed Three Thousand Six Hundred Dollars ($3,600.00) per year. Payment for satisfactory performance of the work shall not exceed this amount unless the parties mutually agree to a higher amount. BILLING PROCEDURE The CITY shall submit invoices on a yearly basis to DVA. Each yearly invoice shall be issued during the month of July. Payment to the CITY will be made by warrant or account transfer by the DVA within 30 -days of receipt of the invoice. Upon expiration of the Agreement, any claim for payment not already made shall be submitted within 30 -days after the expiration date or the end of the fiscal year, whichever is earlier. AGREEMENT CHANGES, MODIFICATIONS AND AMENDMENTS This Agreement may be changed, modified or amended by written agreement executed by both parties. Page 1 of 5 ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. CONTRACT MANAGEMENT The program manager 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 Agreement. The Program Manager for CITY is: Daryl Faber, Parks Director 910 9th Street SE, Auburn, WA 253 804 5044 The Program Manager for DVA is: Jerry Towne, 123-3'd Ave S., Suite 300, Seattle, WA 98104; 206-296-7569. DISALLOWED COSTS The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. FUNDING CONTINGENCY In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, the DVA may terminate this Agreement with a thirty (30) day written notice, subject to renegotiation under those new funding limitations and conditions. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. INSURANCE The DVA is an agency of the state of Washington is self-insured through Washington State and shall pay for losses for which is is found liable. INDEMNIFICATION Each party to this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents. No party to this Agreement shall be responsible for the acts and/or omissions of entities or individuals not a party to this Agreement. Page 2 of 5 GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statutes and rules; b. Statement of Work (Attachment A); and c. Any other provisions of the agreement, including materials incorporated by reference. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. Records and other documents, in any medium, furnished by one party to this agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement, which can be given effect without the invalid provision if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. TERMINATION Either party may terminate this Agreement upon 30 -days' prior written notification to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The Page 3 of 5 responsible party will be given the opportunity to correct the violation or failure within 15 - working days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement. CITY OF AUBURN STATE OF WASHINGTON Peter B. L s yor DEP TMENT OF VETERANS AFFAIRS ... Signature 7i nature Denise C Blue, Contracts Manager 4LI41 Title Date Title Date Page 4 of 5 APPROVED AS TO FORM: ATTORNEY GENERAL'S OFFICE ATTACHMENT A STATEMENT OF WORK The CITY shall provide to DVA / %6 sq ft of office space at the Veteran's Park Building (Park Ave. & Auburn Way North), Auburn, King County, Washington at the cost of $3,600 per year. The CITY shall: 1. Provide a safe and habital office environment that is ADA accessible, and in good conditions; 2. Furnished untilities with the exception of phone service; 3. Provide access to restroom and breakroom facilities; 4. Maintain the sidewalk and doorway in front of the building clear of debris, snow and ice; 5. Consent to DVA installing cabinets, shelves, counters and desks as may be reasonable for DVA's use; 6. Maintains the right to inspect premises during business hours and with a reasonable notice to enter. The DVA shall: 1. Use the property only for the direct purposes of operating the King County Veterans Affair Office; 2. Not remodel or refurbish the premises in any way without obtaining written consent from the CITY; 3. Minimize any damage to premises; 4. Maintain the interior space in present condition, less normal wear and tear; 5. Allow CITY to inspect premises during business hours and with a reasonable notice to enter. Page 5 of 5