The URL can be used to link to this page

Home My WebLink AboutContract2023-2024 HUMAN SERVICES AGREEMENT CAG-_____ RECITALS WHEREAS ƚŚĞŝƚǇŚĂƐĞŶƚĞƌĞĚŝŶƚŽĂDĞŵŽƌĂŶĚƵŵŽĨhŶĚĞƌƐƚĂŶĚŝŶŐ;ΗDKhΗͿĂůŽŶŐǁŝƚŚƚŚĞĐŝƚŝĞƐŽĨ ƵďƵƌŶ͕ƵƌŝĞŶ͕ŽǀŝŶŐƚŽŶ͕ĞƐDŽŝŶĞƐ͕&ĞĚĞƌĂůtĂǇ͕^ĞĂdĂĐ͕ĂŶĚdƵŬǁŝůĂĨŽƌƚŚĞƉůĂŶŶŝŶŐ͕ĨƵŶĚŝŶŐ͕ĂŶĚ ŝŵƉůĞŵĞŶƚĂƚŝŽŶŽĨũŽŝŶƚŚƵŵĂŶƐĞƌǀŝĐĞƐĐŽŶƚƌĂĐƚƐ͕ĂŶĚƐƵĐŚDKhŝƐŽŶĨŝůĞĂƚƚŚĞŝƚǇĂƐĐŽŶƚƌĂĐƚŶƵŵďĞƌ 'ͲϬϯͲϬϭϮ;ĂŶĚ WHEREAS the programs provided by the Agency are for the general community’s benefit and are designed for the well-being of children, individuals, and families in the City of Renton͕ĂŶĚƚŚĞƐĞƉƌŽŐƌĂŵƐĂƌĞ ĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞŐŽĂůƐŽĨƚŚĞDKh; ĂŶĚ t,Z^ƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŐĞŶĐǇŝƐŵĂĚĞďǇƚŚĞŝƚǇĂĨƚĞƌĐŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚƚŚĞŽƚŚĞƌDKhĐŝƚŝĞƐ ĂŶĚǁŝƚŚƚŚĞƉĂƌƚŝĐŝƉĂƚŝŽŶŽĨƚŚŽƐĞŽƚŚĞƌDKhĐŝƚŝĞƐƚŚĂƚĂƌĞĚĞƐŝŐŶĂƚĞĚŝŶǆŚŝďŝƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͖ NOW, THEREFORE, in consideration of the recitals, which are incorporated by reference, and the following mutual promises and covenants contained in this Agreement, the Parties mutually agree as follows: ϭ͘Scope of Services: ͘Services. Agency agrees to provide the services, including reports as required, as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the “Services.” The Services shall be performed in a manner consistent with the accepted practices for other similar services, completed to Renton’s satisfaction within the time prescribed by Renton, and pursuant to the direction of the Renton Human Services Manager (“HSM”) or designee. ͘Contract Administration.The Agency shall notify Renton, in writing, within ten (10) business days of any changes in program personnel, permanent changes to location or hours of services, and/or other changes that substantially impact services to Renton residents pursuant to this contract. Ϯ͘Term: The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2023, and terminating on December 31, 2024 (“Term”). Funding for the second year of the contract is contingent upon the availability of funds to be allocated through 1 THIS HUMAN SERVICES AGREEMENT, dated March 17, 2023, is by and between the City of Renton (the “City” or “Renton”), a Washington municipal corporation, and Sound Generations (“Agency”), a Washington nonprofit corporation, whose principal address is at: 2208 2nd Avenue, Seattle, Washington 98121. The City and the Agency are referred to collectively in this Agreement as the “Parties.” Renton’s budget process and the Agency’s satisfactory contract performance during the first year of the contract term. 3. Termination: Prior to the expiration of the Term, this Agreement may be terminated or suspended immediately, with or without cause by Renton. The Agency may cancel this Agreement only upon thirty (30) business days’ prior written notice to Renton. In the event Renton terminates or suspends this Agreement, the Agency will be entitled to receive compensation for any approved Services rendered prior to the termination or suspension of this Agreement. The HSM’s determination of compensation shall be binding and conclusive. 4. Compensation: A. Total Compensation. In exchange for the Agency’s performance of the services detailed in the Scope of Service, Renton shall reimburse the Agency in an amount not to exceed the amount specified in the Scope of Service. If performance is below 90% of the service units, funding may be proportionately reduced. B. Method of Payment. Agency will submit quarterly invoices to Renton as specified in the Scope of Service. No payment will be made to the Agency until all reports requested by Renton are fully completed and executed by the Agency and approved by Renton. Payment will be made no later than forty-five (45) calendar days after receipt of invoice and approval of reports. 5. Monitoring: Even though the Agency is an independent contractor with the authority to control and direct the performance and details of the Services authorized under this Agreement, the Services must meet the approval of Renton and shall be subject to Renton’s general right of inspection to secure satisfactory completion. Renton shall review reports to monitor compliance with the level of service required in the Scope of Service. Renton may also review program performance periodically on-site or virtually. Should the Agency fail to meet the minimum level of service represented by the Performance Measures in Exhibit A, Renton reserves the right to adjust payments as specified Section 4. “Compensation”. 6. Record Maintenance: The Agency shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Services provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Agency agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 7. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Agency shall make a due diligent search of 2 all records in its possession or control relating to this Agreement and the Services, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Agency believes said records need to be protected from disclosure, it may, at Agency’s own expense, seek judicial protection. Agency shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Agency has responsive records and for which Agency has withheld records or information contained therein, or not provided them to the City in a timely manner. Agency shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Independent Contractor Relationship: A. The Agency is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Agency and the City during the period of the Services shall be that of an independent contractor, not employee. The Agency, not the City, shall have the power to control and direct the details, manner or means of Services. Specifically, but not by means of limitation, the Agency shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Service or where scheduling of attendance or performance is mutually arranged due to the nature of the Services. Agency shall retain the right to designate the means of performing the Services covered by this agreement, and the Agency shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Agency is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Agency or any employee of the Agency. 9. Hold Harmless: The Agency agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Agency in its performance of this Agreement or a breach of this Agreement by Agency, except for that portion of the claims caused by the City’s sole negligence. 3 Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, its officers, officials, employees and volunteers, Agency’s liability shall be only to the extent of Agency’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Agency’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 10. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Agency shall not give a gift of any kind to City employees or officials. Agency also confirms that Agency and its employees do not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Agency, negotiating or administering this Agreement, or evaluating the Agency’s performance of the Services. 11. City of Renton Business License: The Agency shall obtain a City of Renton Business License prior to performing any Services and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882 Information regarding State business licensing requirements can be found at: https://dor.wa.gov/open-business 12. Insurance: Agency shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Services delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Service provided by a licensed professional or Services that requires a professional standard of care. 4 C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Agency’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Agency shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Agency liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Agency to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Services. G. Agency shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 13. Successors and Assigns: Neither the City nor the Agency shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 14. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. City of Renton: Lori Fleming Human Services Coordinator 1055 South Grady Way, First Floor Renton, WA 98057 Phone: (425) 430-6655 LFleming@rentonwa.gov Agency: _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ 15. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Agency agrees as follows: A. Agency, and Agency’s agents, employees, representatives, and volunteers with regard to the Services performed or to be performed under this Agreement, shall 5 Adam Porter 2208 2nd Ave, Suite 100 Seattle, WA 98121 Phone: 206-727-6242 adamp@soundgenerations.org Director, Meals on Wheels not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Services or any other benefits under this Agreement, or procurement of materials or supplies. B. The Agency will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Agency fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Agency is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 16. Miscellaneous: The Parties hereby acknowledge: A. The City is not responsible to train or provide training for Agency. B. Agency will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibit(s). C. Agency shall furnish all tools and / or materials necessary to perform the Services except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Agency to provide Services he / she will acquire or maintain such at his / her own expense and, if Agency employs, sub-contracts, or otherwise assigns the responsibility to perform the Services, said employee / sub-contractor / assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Agency is free to provide his / her Services to other entities, so long as there is no interruption or interference with the provision of Services called for in this Agreement. F. Agency is responsible for his / her own insurance, including, but not limited to health insurance. 6 G. Agency is responsible for his / her own Worker’s Compensation coverage as well as that for any persons employed by the Agency. 17. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Agency. B. General Administration and Management. The City’s contract manager is Lori Fleming. In providing Services, Agency shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Agency proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent an Agency prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Agency and all of the Agency’s employees shall perform the Services in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. 7 J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of Services is essential to the Agency’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended, nor shall be construed, to convey any rights, remedies, obligations, or liabilities upon any person or entity which is not a party or a successor or permitted assignee of a Party to this Agreement. L. Assigns and Successors. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Agency from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. AGENCY By:____________________________ ____________________________ͺͺͺ Date CITY OF RENTON By:_____________________________ ƌŵŽŶĚŽWĂǀŽŶĞ DĂǇŽƌ ____________________________ͺͺͺ Date ƚƚĞƐƚ͗ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ :ĂƐŽŶ͘^ĞƚŚ ŝƚǇůĞƌŬ ƉƉƌŽǀĞĚĂƐƚŽ>ĞŐĂů&Žƌŵ Ǉ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ D͘ WĂƚƌŝĐĞ<ĞŶƚ ^ĞŶŝŽƌƐƐŝƐƚĂŶƚŝƚǇƚƚŽƌŶĞǇ >ĞŐĂůZĞĨηͺͺͺͺͺͺ 8 Joanne Donohue Chief Operations Officer 03/24/2023 9 Exhibit A Scope and Schedule of Services 2023-2024 Program Services Agreement Agency: Sound Generations 2023 Funding: $77,395 Program: Meals on Wheels (MOW) 2024 Funding: $77,395 Effective Date Year 1: January 1, 2023– Dec. 31, 2023 Year 2: January 1, 2024– Dec. 31, 2024 Total: $154,790 Renton Need Area Basic Needs (BN) Agency Program Overview: Sound Generations – Meals on Wheels (MOW) Program is a network comprised of their main office and warehouse in Seattle, 20 satellite sites through King County, and over 300 volunteers who coordinate and deliver nourishing meals to homebound elders and disabled adults in King County who are unable to prepare meals themselves. Performance Measures: The Agency shall provide the approximate number of City clients with the following services each year of the agreement. Services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, ordinances rules and regulations, as are now in effect or may be amended or enacted during the course of the Agreement. Auburn 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Auburn clients served 2 1 2 1 6 2 Number of Home Delivered Meals Provided 505 505 505 505 2,020 Burien 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Burien clients served 1 1 1 0 3 2 Number of Home Delivered Meals Provided 283 283 283 282 1,131 Covington 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Covington clients served 1 1 1 0 3 2 Number of Home Delivered Meals Provided 191 191 191 190 763 10 Des Moines 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Des Moines clients served 1 0 1 0 2 2 Number of Home Delivered Meals Provided 157 156 157 156 626 Federal Way 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Federal Way clients served 2 1 1 1 5 2 Number of Home Delivered Meals Provided 458 457 457 457 1,829 Renton 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Renton clients served 2 1 2 1 6 2 Number of Home Delivered Meals Provided 526 525 525 525 2,101 SeaTac 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of SeaTac clients served 2 1 1 1 5 2 Number of Home Delivered Meals Provided 404 404 404 404 1,616 Tukwila 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Totals 1 Unduplicated City of Tukwila clients served 2 1 1 1 5 2 Number of Home Delivered Meals Provided 429 428 428 428 1,713 Definition of Units of Service: 1. Unduplicated City clients served = Number of unduplicated City residents served each year, each client served to be counted once per year. 2. Number of Home Delivered Meals Provided = A service unit is one home delivered meal provided to a homebound elder or disabled adult. 11 The above Services shall be provided by December 31, 2023 for Year One of the two-year Agreement and December 31, 2024 for Year Two of the Agreement. Estimated Payments: Estimated Quarterly Amount 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Annual Funding Auburn 3,313 3,312 3,313 3,312 $ 13,250 Burien 1,855 1,855 1,855 1,855 $ 7,420 Covington 1,250 1,250 1,250 1,250 $ 5,000 Des Moines 1,027 1,027 1,027 1,027 $ 4,108 Federal Way 3,000 3,000 3,000 3,000 $ 12,000 Renton 3,445 3,445 3,445 3,445 $ 13,780 SeaTac 2,650 2,650 2,650 2,650 $ 10,600 Tukwila 2,809 2,809 2,809 2,810 $ 11,237 TOTALS $19,349 $19,348 $19,349 $19,349 $77,395 Reporting Quarterly Reports: The Agency shall submit a Quarterly Report at the end of each quarter in accordance with the schedule below. The Quarterly Report shall include an invoice along with a summary of Performance Measures, in a form approved by the City. Demographic Reports: The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year in a form approved by the City. 12 Outcome Report: Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program’s progress toward Outcomes as specified below. Outcome 1. 90% of client responders will indicate that being on Meals on Wheels makes it easier to have enough food in the home and get enough to eat. Outcome 2. 90% of client responders will indicate that their health has improved or been maintained since receiving Meals on Wheels. Measured by participant satisfaction responses from annual client survey mailed every summer. Reporting Due Dates: REPORT DUE DATES QUARTERLY REPORTS: 1st Quarter (January – March) April 15th 2nd Quarter (April – June) July 15th 3rd Quarter (July – September) October 15th 4th Quarter (October -December) and final annual reimbursement January 12th OUTCOMES AND DEMOGRAPHICS REPORTS January 31, 2024/ January 31, 2025