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HomeMy WebLinkAboutVisit Tri-Cities - Workforce Training Tuition Grant to WSU Tri-Cities Agreement -Using ARPA Funds AGREEMENT CITY OF PASCO AND VISIT TRI-CITIES THIS AGREEMENT is made and entered into by and between City of Pasco, a municipality within the State of Washington, with its principal offices at 525 N. 3rd Ave., Pasco, Washington 99301 (hereinafter "Ciry"), and the Visit Tri-Cities (hereinafter "Grantee") a Washington non-profit corporation with service at 7130 W. Grandridge Blvd., Kennewick, WA 99336. City and Grantee are referred to collectively as parties. WHEREAS, foundational core business skills are necessary for successfui business operation. WHEREAS, the City has determined a need for such training for the benefit of City businesses during the course of the business grant program that was a result of COVID-19 recovery. WHEREAS, the City has determined it valuable to provide $10,000 for scholarship opportunities in the form of a workforce training tuition grant to WSU Tri-Cities to benefit City of Pasco residents and business owners. NOW THEREFORE, in consideration of the mutual benefits and covenants contained herein,the parties agree as follows: L Contract Documents. This Agreement consists of this Agreement in its entirety. 2. Duration of Contract. The term of this Agreement shall begin when executed by both parties and shall expire on September 30, 2024. 3. Services Provided. Grantee agrees to utilize, in a prudent and responsible manner, all monies made available by the ciry under this agreement solely for costs incurred to support the purpose. 4. Contract Re�resentatives. The parties' representatives are as follows: For Grantee Kevin Lewis,President& CEO Visit Tri-Cities Washington 7130 W.,Grandridge Blvd., Kennewick, WA 99336 Agreement—Visit Tri-Cities 1 For City: Adam Lincoln, Interim City Manager City of Pasco 525 N. 3rd Ave. Pasca, WA 99301 A party may change its representative by providing prompt written natice to the other party. 5. Comnensation and Invoicins. The City will provide $10,000 for scholarslup opportunities in the form of a workforce training tuition grant to WSU Tri-Cities to benefit City of Pasco residents and business owners. The Grantee shall submit an invoice to the City on a quarterly basis. Grantee shall provide the City with the necessary information to meet the City's reporting requirements to the US Department of Treasury. The City may request additional information, as needed, to meet Treasury guidelines. No invoices may be submitted after October 31, 2024. The City shall make payments within twenty-eight (28) days of receipt of the invoice from the Grantee. 6. Amendment and Chanses in Work. No amendment, modification, or renewal of this Agreement shall be effective, unless set forth in a written amendment signed by both parties. 7. Hold Harmless and Indemnifieation. 7.1 The Grantee shall hold harmless, indemnify, and defend the City and its officers, officials, employees and agents from and against any and all claims, actians, suits, liabilities, losses, expenses, damages, and judgements of any nature whatsoever, including reasonable costs and attorney's fees in defense thereof, for injury, sickness, disability, or death to persons or damage to properiy or business, arising in connection with the work perfortned under this Contract,ox caused or occasioned in whole or in part by reason of the presence of the Grantee or their property upon or in proximity of the property of the Ciiy. Provided, that the Grantee's obligation hereunder shall not extend to the injury, sickness, death, or damage caused by or arising out of the sole negligence of the City or its officers,officials, employees, or agents. 7.2 In any and all claims against the City and its officers, officials, employees, and agents by any employee of the Grantee, any sub-grantee, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable by or for the Crrantee under Workers Compensation acts,disability benefits acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the Grantee expressly waives any immunity the Grantee might have under such laws, including but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, the Grantee acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this section sha11 be incorporated, as relevant, into any contract the Agreement—Visit Tri-Cities 2 Grantee makes with any agent performing work hereunder. Grantee obligations under this Section 7 sha11 survive termination and expiration of this Contract. 7.3 The Grantee's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending all claims alleging loss from action, error, or omission, or breach of any common law, statutory, or other delegated duty by the Grantee, or the Grantee's employees, or agents. 8. Insurance. 8.1 Workers Compensation: Grantee shall comply with all Washington State Workers Compensation laws. Except as prohibited by law, Grantee waives all right of subrogation against the City for recovery of damages to the extent they are covered by workers compensation,employer's liability,commercial liability or commercial umbrella liability insurance. � 8.2 Commercial General Liabiliiy Insurance: Grantee shall maintain commercial general liability coverage for bodily injury, personal injury and property damage, subject to limits of not less than two million dollars ($2,000,000) per occurrence. The general aggregate limit shall apply separately to this Contract and be no less than two million dollars ($2,000,000). Grantee shall provide certificate of such insurance to City's representative priar to start of work, with City as Certificate Holder. 8.3 Verification of Coverage and Acceptability of Insurers: All insurance required under this Contract shall be issued by companies admitted to do business within the State of Washington and have a rating of A-,Class VII or better in the most recently published edition of Best's Reports. 9. Termination. The City may terminate this Contract in whole or in part whenever the City determines, in its sole discretion that such termination is in the best interests of the City. The City may terminate this Contract upon giving (10) days written noticed by certified mail to the Grantee. In that event, the City shall pay the Grantee for invoices previously submitted in accordance with this Agreement and a pro-rata payment for the portion of the month for which services were rendered prior to the date any such termination is effective. 10. Comt�liance with Laws. The Grantee, shall comply with all applicable federal, state, and local laws, rules a.nd regulations in performing this Agreement, including, but not limited to, prevailing wage laws. 11. Nondiscrimination. The Grantee, its assignees, delegates, or subgrantees shall not discriminate against any person in the performance of any of its obligations hereunder on the basis af race, color, creed, religion, national origin, age sex, marital status, veteran status, or the presence of any disability. Agreement—Visit Tri-Cities 3 12. Disnutes. Differences over the Grantee's performance will be promptly addressed in writing by the aggravated party in order that such matters may be settled, or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the Grantee shall be decided by the City's Contract Representative or designee. All rulings, orders, instructions, and decisions of the City's Contract Representative shall be final and conclusive, subject to Grantee's right to seek judicial relief. Prior to seeking judicial relief, the parties agree to meet in good faith to discuss and attempt to resolve any issues. In the event the parties are unable to reach an agreement on the dispute, the parties agree to submit their dispute to binding arbitration pursuant to the Uniform Arbitration Act RCW 7.04A, et seq. Venue shall be Franklin County Superior Court, and the parties agree that the laws of the State of Washington shall govern any dispute, to the extent permitted by law. 13. Entire A�reement. The parties agree that this Agreement is the complete expression of the agreement. Any oral or written representatives or understandings not incorporated in this Contract are specifically excluded. 14. Notices. Any notices shall be effective if personally served upon the other party if mailed be registered or certified mail, return receipt requested, to the addresses set out in Article 4 above.Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be effective three (3) days following the date of mailing or immediately of personally served. 15. Indenendent Grantee. Nothing herein sha11 be construed as creating an agency relationship. The City shall not control the manner in which Grantee performs its duties under this agreement, and the parties agree the Grantee shall perform these duties as an independent Grantee. The Grantee shall maintain independent discretion over the manner in which it performs the services under this agreement,and the City's authority to terminate the agreement shall not be construed as an ability to manage how Grantee perForms its duties under this agreement. 16. Severabili�y. If any portion of this agreement is found to be unenforceable, the remaining provisions sha11 be enforceable and shall not render the contract void. IN WITNESS WHEREOF,the parties have caused this Agreement to the signed by their duly constituted legal representatives an 'is effective on the last date signed. � �: �`;-�� ./� � i�� :� f �_ � Adam Lincoln, Interim City NYanager in Lewis, President& CEO City of Pasco Visit Tri-Cities ` 21 r 123 Dated: ' Dated: Agreement—Visit Tri-Cities 4 ATTEST: � �,''�J 1C1 L,"l�1,✓�' t�v Debra Barham, CMC City Clerk APPROVED AS TO FORM: err ergus aw, PLLC City Att ys P Agreement—Visit Tri-Cities 5