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HomeMy WebLinkAboutContractDepartment of Community and Human Services Adult Services Division 401 Fifth Avenue, Suite 500 Seattle, WA 98104 If you require accommodation to access this form, alternate formats are available upon request. KING COUNTY DEPARTMENT OF COMMUNITY AND HUMAN SERVICES CONTRACT Contractor City of Renton Contract Title ASD Senior Home Repair Services Contract Amount $ 250,000 Services Period From: 03/01/2023 To 12/31/2023 UEI No. (if applicable) UG2PSBS6UJJ3 SAM No. (if applicable) 5DC63 THIS CONTRACT No. 6360257 is entered into by KING COUNTY (the “County”), and City of Renton (the “Contractor”) whose address is 1055 South Grady Way, Renton, WA 98055. FUNDING SOURCES FUNDING LEVELS FUNDING DATES COUNTY $250,000 03/01/2023 - 12/31/2023 TOTAL $250,000 03/01/2023 - 12/31/2023 WHEREAS, the County has been advised that the foregoing are the current funding sources, funding levels and funding dates, and WHEREAS, the County desires to have certain services performed by the Contractor as described in this Contract, NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties mutually agree as follows. STANDARD TERMS AND CONDITIONS 1.Contract Services and Requirements, and Incorporated Exhibits. The Contractor shall provide services and meet the requirements included in these Standard Terms and Conditions and in the following attached Exhibits, each of which is incorporated herein by this reference: EXHIBIT NAME EXHIBIT NUMBER City of Renton - HS 3A Reallocations - VSHSL- HS 3.A Reallocation Exhibit I DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CAG-23-234 waiting for signatures City of Renton Page 2 of 20 Contract - 6360257 2. Contract Term This Contract shall be effective on the date of the last signature and shall terminate on 12/31/2023, unless extended or terminated earlier, pursuant to the terms and conditions of the Contract. 3. Compensation and Method of Payment A. Compensation: The County shall compensate the Contractor for satisfactory completion of the services and requirements as specified in this Contract and its attached Exhibit(s). B. Invoicing: The Contractor shall submit invoices and all accompanying reports as specified in the attached Exhibit(s), including its final invoice and all outstanding reports. The County shall endeavor to make payment not more than 30 days after a complete and accurate invoice is received. C. Final Invoice: The Contractor shall submit its final invoice and all outstanding reports as specified in this Contract and its attached Exhibit(s). If the Contractor’s final invoice and reports are not submitted as required, the County will be relieved of all liability for payment to the Contractor of the amounts set forth in the final invoice or any later invoice. D. Reimbursement for Travel: The Contractor will not be reimbursed for travel unless otherwise specified within an Exhibit. 4. Internal Control and Accounting System The Contractor shall establish and maintain a system of accounting and internal controls that complies with the generally accepted accounting principles issued by the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board (GASB), or both as is applicable to the Contractor’s form of doing business. 5. Debarment and Suspension Certification Entities that are debarred, suspended, or proposed for debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the County. The Contractor, by signature to this Contract, certifies that the Contractor is not currently debarred, suspended, or proposed for debarment, by any Federal department or agency. The Contractor shall not enter into a subcontract with a person or entity that is debarred, suspended, or proposed for debarment. The Contractor shall notify King County if it, or a Subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or agency. Debarment status may be verified at https://www.sam.gov/. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 3 of 20 Contract - 6360257 6. Maintenance of Records A. Accounts and Records: The Contractor shall maintain the following for a period of six years after termination of this Contract: accounts and records, including personnel, property, financial, programmatic records, and other such records the County may deem necessary to ensure proper accounting and compliance with this Contract. B. Nondiscrimination and Equal Employment Records: In accordance with the nondiscrimination and equal employment opportunity requirements set forth in Section 17. below, the Contractor shall maintain the following for a period of six years after termination of this Contract: i. Records of employment, employment advertisements, application forms, other data, records, and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and ii. Records, including written quotes, bids, estimates or proposals, submitted to the Contractor by all entities seeking to participate in this Contract, and any other information necessary to document the actual use of and payments to Subcontractors and suppliers in this Contract, including employment records. The County may visit the site of the work and the Contractor’s office to review these records. The Contractor shall provide all help requested by the County during such visits and make the foregoing records available to the County for inspection and copying. At all reasonable times, the Contractor shall provide to the County, the state, and/or federal agencies or officials access to its facilities—including those of any Subcontractor assigned any portion of this Contract in order to monitor and evaluate the services provided under this Contract. The County will give reasonable advance notice to the Contractor in the case of audits to be conducted by the County. The Contractor shall comply with all record keeping requirements of any applicable federal rules, regulations, or statutes included or referenced in the Contract documents. If different from the Contractor’s address listed above, the Contractor shall inform the County in writing of the location of its books, records, documents, and other evidence for which review is sought, and shall notify the County in writing of any changes in location within 10 working days of any such relocation. 7. Evaluations and Inspections A. Subject to Inspection, Review, or Audit: The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the County and/or federal/state officials authorized by law during the performance of this Contract and for six years after termination hereof, unless a longer retention period is required by law. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 4 of 20 Contract - 6360257 B. Medical Records: If applicable, medical records shall be maintained and preserved by the Contractor in accordance with state and federal medical records statutes, including but not limited to Revised Code of Washington (RCW) 70.41.190, 70.02.160, and standard medical records practice. The Contractor shall also be responsible for the maintenance and disposal of such medical records. C. Contract Monitoring: The Contractor and the County shall engage in monitoring visits to assess the Contractor’s compliance with Contract requirements, quality, and practices. The County will execute monitoring visits in accordance with the applicable frequency, as prescribed by the controlling Exhibit(s) under this Contract. The Contractor shall cooperate with the County and its agents to assess the Contractor’s performance under this Contract. At the request of the County, the Contractor shall implement a plan to remedy any items of noncompliance identified during the monitoring process. The results and records of these processes shall be maintained and disclosed in accordance with RCW Chapter 42.56. D. Performance, Measurement and Evaluation The Contractor shall submit performance metrics and program data as set forth in Exhibit(s) to this Contract. The Contractor shall participate in evaluation activities as required by the County and shall make available all information required by any such performance measurement and evaluation processes. E. Unauthorized Disclosure: The Contractor shall protect from unauthorized disclosure all information, records, and data collected in connection with this Contract in accordance with applicable state and federal law. 8. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) The Contractor shall not use protected health information created or shared under this Contract in any manner that would constitute a violation of HIPAA and any regulations enacted pursuant to its provisions. Contractor shall read and maintain compliance with all HIPAA requirements, which can be found at https://www.kingcounty.gov/depts/community-human- services/contracts/requirements.aspx. 9. Financial Report Submission The Contractor is required to submit a financial reporting package as described in Subsections A through C below. All required documentation shall be submitted by email to DCHSContracts@kingcounty.gov by the stated due date. A. If the Contractor is a Non-Federal entity as defined in 2 Code of Federal Regulations (CFR) Part 200.69 and expends $750,000 or more in Federal awards during its fiscal year, then the Contractor shall meet the audit requirements in 2 CFR Part 200 Subpart F. Audit packages are due to the County within nine months after the close of the Contractor’s fiscal year. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 5 of 20 Contract - 6360257 B. If the Contractor is a local government in the State of Washington and is not subject to the requirements in Subsection A, the Contractor shall submit audited financial statements that are in accordance with the Washington State Auditor’s Office requirements. Financial statement audits are due to the County within 150 days after the close of the Contractor’s fiscal year end as required by RCW 43.09.230. C. If the Contractor is not subject to the requirements in Subsection A or B, the following apply: Entity Type Non-Profit For Profit Gross Revenue Gross Revenue Under $3M on average in the previous three fiscal years. Gross Revenue Over $3M on average in the previous three fiscal years. Gross Revenue Under $3M on average in the previous three fiscal years. Gross Revenue Over $3M on average in the previous three fiscal years. Required Documentation • Form 990 within 30 days of its being filed; and • A full set of annual internal financial statements Audited financial statements prepared by an independent Certified Public Accountant or Accounting Firm • Income tax return; and • A full set of annual internal financial statements Audited financial statements prepared by an independent Certified Public Accountant or Accounting Firm Due Date Within 30 calendar days from the forms being filed. Within nine months following the close of the Contractor’s fiscal year. Within 30 calendar days from the forms being filed. Within nine months following the close of the Contractor’s fiscal year. D. Waiver: A Contractor that is not subject to the requirements in Subsection A may, in extraordinary circumstances, request, and in the County’s sole discretion, be granted, a one-year waiver of the audit requirements. Such requests are made to the County at: DCHSContracts@kingcounty.gov for review. If approved by the County, the Contractor may substitute for the above requirements other forms of financial reporting or fiscal representation certified by the Contractor’s Board of Directors, provided the Contractor meets the following criteria: i. Financial reporting and any associated management letter show no reportable conditions or internal control issues; and ii. There has been no turnover in key staff since the beginning of the period for which the financial reporting was completed. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 6 of 20 Contract - 6360257 10. Corrective Action If the County determines that the Contractor has failed to comply with any terms or conditions of this Contract, or the Contractor has failed to provide in any manner the work or services (each a “breach”), and if the County determines that the breach warrants corrective action, the following procedure will apply: A. Written Notification: The County will notify the Contractor in writing of the nature of the breach. B. Contractor’s Corrective Action Plan: The Contractor shall respond with a written corrective action plan within ten working days of its receipt of such notification unless the County, at its sole discretion, extends in writing the response time. The plan shall indicate the steps being taken to correct the specified breach and shall specify the proposed completion date for curing the breach. This date shall not be more 30 days from the date of the Contractor’s response, unless the County, at its sole discretion, specifies in writing an extension to complete the corrective actions. C. County’s Determination of Corrective Action Plan Sufficiency: The County will determine the sufficiency of the Contractor’s proposed corrective action plan, then notify the Contractor in writing of that determination. The determination of sufficiency of the Contractor’s corrective action plan shall be at the sole discretion of the County. D. Termination or Suspension: If the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor’s corrective action plan is determined by the County to be insufficient, the County may terminate or suspend this Contract in whole or in part pursuant to Section 12. E. Withholding Payment: In addition, the County may withhold any payment to the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed. F. Non-Waiver of Rights: Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section 12, Subsections B, C, or D. 11. Dispute Resolution The parties shall use their best, good-faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will make a good faith effort to continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve the dispute under this Section. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 7 of 20 Contract - 6360257 12. Termination A. Termination for Convenience: This Contract may be terminated by the County without cause, in whole or in part, at any time during the term specified in Section 2. above, by providing the Contractor 30 calendar days advance written notice of the termination. The Contract may be suspended by the County without cause, in whole or in part, at any time during the term specified in Section 2. above, by providing the Contractor 30 calendar days advance written notice of the suspension. B. Termination for Default: The County may terminate or suspend this Contract, in whole or in part, upon seven business days advance written notice if: (1) the Contractor breaches any duty, obligation, or service required pursuant to this Contract and either (a) the corrective action process described in Section 10. fails to cure the breach or (b) the County determines that requiring a corrective action plan is impractical or that the duties, obligations, or services required herein become impossible, illegal, or not feasible. If the Contract is terminated by the County pursuant to this Subsection 12.B., the Contractor shall be liable for damages, including any additional costs of procuring similar services from another source. If the termination results from acts or omissions of the Contractor, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Contractor shall return to the County immediately any funds, misappropriated or unexpended, that have been paid to the Contractor by the County. C. Termination for Non-Appropriation: If expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth above in Section 2., the County may, upon seven business days advance written notice to the Contractor, terminate or suspend this Contract in whole or in part. If the Contract is terminated or suspended as provided in this Subsection 12.C.: (1) the County will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination or suspension; and (2) the Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination or suspension. Funding or obligation under this Contract beyond the current appropriation year is conditional upon appropriation by the County Council and/or other identified funding source(s) of sufficient funds to support the activities described in the Contract. If such appropriation is not approved, this Contract will terminate at the close of the current appropriation year. The current funding sources associated with this Contract are specified on page one. If the Contract is suspended as provided in this Section, the County may provide written authorization to resume activities. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 8 of 20 Contract - 6360257 D. Non-Waiver of Rights: Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract or by law or equity that either party may have if any of the obligations, terms, and conditions set forth in this Contract are breached by the other party. 13. Hold Harmless and Indemnification A. Duties as Independent Contractor: In providing services under this Contract, the Contractor is an independent contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend, and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. B. Contractor’s Duty to Repay County: The Contractor is financially responsible for and shall repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract, by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the termination of the Contract. C. Contractor Indemnifies County: To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, Subcontractors and/or agents, in its performance or non-performance of its obligations under this Contract. The Contractor’s obligations under this Subsection 13.C. shall extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under any industrial insurance act, including Title 51 RCW, other Workers’ Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, the Contractor shall protect and assume the defense of the County and its officers, agents, and employees in all legal or claim proceedings arising out of, in connection with, or incidental DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 9 of 20 Contract - 6360257 to its indemnity obligation; and shall pay all defense expenses, including reasonable attorney's fees, expert fees, and costs incurred by the County on account of such litigation or claims. If the County incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. D. County Indemnifies Contractor: To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the County, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The County’s obligations under this Subsection 13.D. extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the County, by mutual negotiation, hereby waives, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. E. Intellectual Property Infringement: For purposes of this Subsection 13.E., claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. The indemnification, protection, defense, and save harmless obligations contained herein shall survive the expiration, abandonment, or termination of this Contract. 14. Insurance Requirements Contractor shall provide evidence of the insurance required under this Contract, including a Certificate of Insurance and endorsements covering King County as additional insured for full coverage and policy limits within 30 calendar days of Contract execution. Evidence of insurance and endorsements shall be submitted by email to DCHSContracts@kingcounty.gov. The Contractor may request additional time to provide the required documents by emailing DCHSContracts@kingcounty.gov. Extensions will be granted at the sole discretion of the County. All evidence of insurance shall be signed by a properly authorized officer, agent, general agent, or qualified representative of the insurer(s), shall certify the name of the insured(s), the type and amount of insurance, the inception and expiration dates, contract number, and shall state that the County shall receive notice at least thirty (30) days prior to the effective date of any cancellation, lapse, or material change in the policy. Similar documentation confirming renewal of required insurance shall be provided on each insurance renewal date. In the event of a loss, the County reserves the right to require complete, certified copies of all required insurance policies, including endorsements and riders, which may be redacted of any confidential or proprietary information. Contractor shall deliver such policies to the County within five (5) business days of County’s request. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 10 of 20 Contract - 6360257 County’s receipt or acceptance of Contractor’s evidence of insurance at any time without comment or objection, or County’s failure to request certified copies of such insurance, does not waive, alter, modify, or invalidate any of the insurance requirements set forth in this Section or, consequently, constitute County’s acceptance of the adequacy of Contractor’s insurance. Unless otherwise provided in an Exhibit to this Contract, the Contractor shall purchase and maintain, at its sole cost and expense, the minimum insurance set forth below. By requiring such minimum insurance, County does not and shall not be deemed or construed to have assessed the risks that may be applicable to Contractor, or any Subcontractor, under this Contract, or in any way limit County’s potential recovery to insurance limits required hereunder. To the contrary, this Contract’s insurance requirements may not in any way be construed as limiting any potential liability to County or County’s potential recovery for Contractor. Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. Nothing contained within these insurance requirements shall be deemed to limit the scope, application, and/or limits of the coverage afforded, which coverage shall apply to each insured to the full extent provided by the terms and conditions of the policy(s). Each insurance policy shall be written on an “occurrence” basis/form; excepting insurance for Professional Liability (Errors and Omissions), and/or Cyber Liability (Technology Errors and Omissions) required by this Contract is acceptable on a “claims made” basis/form. If coverage is approved and purchased on a “claims made” basis/form, the coverage provided under that insurance shall be maintained through: (i) consecutive policy renewals for not less than three (3) years from the date of the work which is subject to this Contractor or, if such renewals are unavailable, (ii) the purchase of a tail/extended reporting period for not less than three (3) years from the date of completion of the work which is subject of this Contract. All insurance written on a “claims made” basis/form must have its policy inception or retroactive date be no later than the effective date of the Contract, unless otherwise approved in writing by the County’s Risk Management Office. A. Minimum Scope and Limits of Insurance The Contractor shall maintain the following types of insurance and minimum insurance limits: i. Commercial General Liability: $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, personal and advertising injury and property damage. Coverage shall be at least as broad as that afforded under ISO form number CG 00 01 current edition, or its substantive equivalent. Such insurance shall include coverage for, but not limited to premises liability, products and completed operations, ongoing operations, and contractual liability. Limits may be satisfied by a single primary limit or by a combination of separate primary and umbrella or excess liability policies, provided that coverage under the latter shall be at least as broad as that afforded under the primary policy and satisfy all other requirements applicable to liability insurance including but not limited to additional insured status for the County with the use of an umbrella or excess liability policy, which is at least as broad as the underlying policy. If the scope of services involves activities with minors, such policy shall include sexual assault and misconduct coverage. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 11 of 20 Contract - 6360257 ii. Professional Liability (Errors and Omissions): $1,000,000 per claim and in the aggregate. In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability (Errors and Omissions) coverage shall be provided. “Professional Services,” for the purpose of this Contract Section, shall mean any services provided by a licensed professional or those services that require professional standards of care. iii. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. In the event that services delivered pursuant to this Contract involve the transportation of clients by Contractor personnel in Contractor-owned vehicles or non-owned vehicles, the limit shall be no less than $3,000,000 combined single limit per accident for bodily injury and property damage. Insurance Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 “any auto”; or the appropriate coverage provided by symbols 2, 7, 8, or 9. Limits may be satisfied by a single primary limit or by a combination of separate primary and umbrella or excess liability policies, provided that coverage under the latter shall be at least as broad as that afforded under the primary policy. iv. Workers Compensation: Statutory requirements of the State of residency. v. Employers Liability or “Stop Gap” coverage: $1,000,000 each occurrence and shall be at least as broad as the protection provided by the Workers Compensation policy Part 2 (Employers Liability), or, in monopolistic states, the protection provided by the “Stop Gap” endorsement to the Commercial General Liability policy. vi. Cyber Liability (Technology Errors and Omissions): For contracts involving software or technology where data breach or exposure to personal and/or confidential information could impact the Contractor or County, Contractor shall provide Cyber Liability (Technology Errors and Omissions) coverage with a limit no less than $1,000,000 per claim or occurrence and in the aggregate. Coverage shall include loss resulting from data security/privacy breach, or other unauthorized access or related violations including identity fraud and privacy law violations, denial of service attacks, introduction of virus and malicious code, extortion, dissemination or destruction of electronic data, business interruption, privacy law violations, disclosure of non-public, personal or confidential information, identity fraud, loss of income due to system crashes, breach of contract, and acts by rogue employees. Coverage shall include notification and other expenses incurred in remedying a privacy breach as well as costs to investigate and restore data. vii. Crime Insurance: Contractors handling County funds or assets, (i.e. Contractors providing rental assistance or distributing gift cards on behalf of the County), shall maintain Crime Insurance with limits to cover the maximum amount of risk at any one time; or a total of one year’s receipts or similar measure of exposure. Coverage for Fidelity, Theft, Disappearance, Destruction Liability, and Employee Dishonesty shall be included. Coverage shall include ‘Joint Loss Payable’ ISO form CR 20 15 10/10 or equivalent; and ‘Provide Required Notice of Cancellation to Another Entity’ ISO form CR 20 17 10/10. viii. Depending on the Contractor’s scope of work, other insurance types or limits may apply to this Contract. Specific coverage and limit requirements can be found by visiting Insurance Requirements - King County. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 12 of 20 Contract - 6360257 ix. Municipal or State Agencies: If the Contractor is a Municipal Corporation, an agency of the State of Washington, or any other Public Agency and is self-insured for any of the above insurance requirements, a letter of self-insurance shall be attached and be incorporated by reference and shall constitute compliance with all or a portion of this Section. B. Other Insurance Provisions and Requirements All insurance policies purchased and maintained by the Contractor required in this Contract shall contain, or be endorsed to contain the following provisions: With respect to all liability policies except Professional Liability (Errors and Omissions), and Workers’ Compensation: i. The County, its officials, employees, and agents shall be covered as additional insured for full coverage and policy limits as respects liability arising out of activities performed by or on behalf of the Contractor, its agents, representatives, employees, or Subcontractor(s) in connection with this Contract. Additional Insured status shall include products-completed operations CG 20 10 11/85 or its substantive equivalent. The County requires a copy of the additional insured endorsement(s). With respect to all liability policies (except Workers’ Compensation): i. Coverage shall be primary insurance as respects the County, its officials, employees, and agents. Any insurance and/or self-insurance maintained by the County, its officials, employees, or agents shall not contribute with any Contractor’s or Subcontractor’s insurance or benefit the Contractor or any Subcontractor, or their respective insurers in any way. ii. Insurance shall expressly state that it applies separately to each insured and additional insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of insurer’s liability. C. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention of the policies shall not apply to the Contractor’s liability to the County and shall be the sole responsibility of the Contractor or its Subcontractor. D. Acceptability of Insurers: Insurance coverage is to be placed with insurers with an A.M. Best rating of no less than A:VIII, or, if not rated with an A.M. Best, with minimum surplus equivalent of an A.M. Bests' surplus size VIII. Professional Liability (Errors and Omissions) insurance coverage may be placed with insurers with an A.M. Bests' rating of B+:VII. Any exception must be approved by the County. If at any time any of the foregoing policies fail to meet minimum requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 13 of 20 Contract - 6360257 E. Subcontractors: Contractor shall include all Subcontractors as insureds under its policies or, alternatively, the Contractor must require each of its Subcontractors to procure and maintain appropriate and reasonable insurance coverage and insurance limits to cover each of the Subcontractor’s liabilities given the Subcontractor’s scope of work and the services being provided herein. To the extent reasonably commercially available, insurance maintained by any Subcontractor must comply with the specified requirements of Sections 16 (inclusive) above, including the requirement that all liability insurance policies (except Professional Liability and Workers Compensation) provided by the Subcontractor(s) must include County, its officials, agents and employees as additional insured for full coverage and policy limits. Contractor is obligated to require and verify that each Subcontractor maintains the required insurance and ensure County is included as additional insured. Upon request by the County, and within five (5) business days, Contractor must provide evidence of each Subcontractor(s) insurance coverage, including endorsements. F. Waiver: A Contractor may request a waiver or reduction of one or more of the insurance requirements if the insurance requirement is not applicable to the Contractor’s scope of work. Such requests shall be made to the County at: DCHSContracts@kingcounty.gov for review. All waiver request approvals or denials are in the County’s sole discretion to be granted. If approved by the County, the Contractor shall still provide proof of and hold all other required provisions as stated above. 15. Assignment Contractor shall not assign any interest, obligation, or benefit under or in this Contract or transfer any interest in the same, whether by assignment or novation, without prior written consent of the County. If assignment is approved, this Contract shall be binding upon and inure to the benefit of the successors of the assigning party upon the written agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known and unknown, and applicable law. 16. Subcontracting A. Written Consent of the County: The Contractor shall not subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the written consent of the County. The County’s consent must be sought in writing by the Contractor not less than 15 days prior to the date of any proposed subcontract. The rejection or approval by the County of any Subcontractor or the termination of a Subcontractor will not relieve Contractor of any of its responsibilities under the Contract, nor be the basis for additional charges to the County. In no event will the existence of the subcontract operate to release or reduce the liability of Contractor to the County for any breach in the performance of Contractor’s duties. The County has no contractual obligations to any Subcontractor or vendor under contract to the Contractor. Contractor is fully responsible for all contractual obligations, financial or otherwise, to its Subcontractors. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 14 of 20 Contract - 6360257 B. “Subcontract” Defined: “Subcontract” shall mean any agreement between the Contractor and a Subcontractor or between Subcontractors that is based on this Contract, provided that the term “subcontract” does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. C. Required Clauses for Subcontracts: The Contractor shall include Section 4, 5, 6, 7, 8, 10, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29, and 30 in every subcontract or purchase agreement for services that relate to the subject matter of this Contract. D. Required Language for Subcontracts: The Contractor shall include the following language verbatim in every subcontract for services which relate to the subject matter of this Contract: “Subcontractor shall protect, defend, indemnify, and hold harmless King County, its elected and appointed officials, officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of Subcontractor, its officers, employees, and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that King County is a third-party beneficiary to its Contract with Contractor and shall have the right to bring an action against Subcontractor to enforce the provisions of this paragraph.” 17. Nondiscrimination and Payment of a Living Wage A. The Contractor shall comply with all applicable federal, state, and local laws regarding discrimination, including those set forth in this Section. B. Nondiscrimination: During performance of the Contract, the Contractor shall not discriminate against any employee or applicant for employment because of the employee’s or applicant's sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression, or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification. The Contractor will make equal employment opportunity efforts to ensure that applicants and employees are treated equitably, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression, age except by minimum age and retirement provisions, status as a family caregiver, military status or status as a veteran who was honorably discharged or who was discharged solely as a result of the person’s sexual orientation or gender identity or expression. Contractor shall additionally read and comply with all additional requirements set forth at: https://www.kingcounty.gov/depts/community-human- services/contracts/requirements.aspx. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 15 of 20 Contract - 6360257 C. Payment of a Living Wage: In accordance with King County Living Wage Ordinance 17909, for contracts for services with an initial or amended value of $100,000 or more, the Contractor shall pay, and require all Subcontractors to pay, a living wage to employees for each hour the employee performs a Measurable Amount of Work on this Contract. The requirements of the ordinance, including payment schedules, are detailed at https://www.kingcounty.gov/depts/finance-business-operations/procurement/about- us/Living-Wage.aspx. Violations of this requirement may result in disqualification of the Contractor from bidding on or being awarded a County contract for up to two years; contractual remedies including, but not limited to, liquidated damages and/or termination of the Contract; remedial action as set forth in public rule; and other civil remedies and sanctions allowed by law. 18. Code of Conduct DCHS is committed to providing an inclusive, welcoming, supportive, and safe environment for all to feel respected, valued, and empowered. The Contractor shall, while performing the work as described in the attached Exhibit(s), interact with the community being served and the County’s employees in a respectful manner. The County and Contractor shall refrain from engaging in any conduct that communicates a hostile, demeaning, or unwelcome message. Such prohibited conduct can be either verbal or nonverbal and includes, but is not limited to microaggressions, deliberate misgendering, slights, and other conduct that could cause harm. The Contract may be subject to termination under Subsection 12.B. as a result of any violation of this Section by providing the other party 30 calendar days advance written notice of the termination. 19. Conflict of Interest Entering into this Contract with the County requires that the Contractor agree to abide by certain provisions of the King County Employee Code of Ethics, including those relating to conflicts of interest and the employment of current or former County employees. A. Compliance with King County Code of Ethics: The Contractor shall comply with applicable provisions of King County Code (KCC) 3.04. Failure to comply with such requirements shall be a material breach of this Contract and may result in termination of this Contract and subject the Contractor to the remedies stated in this Contract, or otherwise available to the County at law or in equity. B. Penalties: The Contractor acknowledges and agrees, pursuant to KCC 3.04.060, that it will not willfully attempt to secure preferential treatment in its dealings with the County by offering any valuable consideration, thing of value or gift, whether in the form of services, loan, thing or promise, in any form to any county official or employee. The Contractor acknowledges that if it is found to have violated the prohibition found in this paragraph, its current contracts with the County will be cancelled and it shall not be able to bid on any County contract for a period of two years. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 16 of 20 Contract - 6360257 C. Former King County Employees: The Contractor acknowledges that, for one year after leaving County employment, a former County employee may not have a financial or beneficial interest in a contract or grant that was planned, authorized, or funded by a County action in which the former County employee participated during County employment. Contractor shall identify, at the time of offer, current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this transaction may result in the County’s denying or terminating this Contract. After Contract award, the Contractor is responsible for notifying the County’s Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract. 20. Equipment Purchase, Maintenance, and Ownership A. Equipment Maintenance: The Contractor agrees that when Contract funds are used to pay for all or part of the purchase costs of any equipment that costs $5,000 or more per item, and the purchase of such equipment is identified in an Exhibit to this Contract, such equipment is, upon the purchase or receipt, the property of the County and/or federal/state government. The Contractor shall be responsible for all proper care and maintenance of the equipment, including securing and insuring such equipment. B. Equipment Ownership: The Contractor shall ensure that all such equipment is returned to the County or federal/state government upon termination of this Contract unless otherwise agreed upon by the parties. 21. Proprietary Rights A. Ownership Rights of Materials Resulting from Contract: Except as indicated below or as described in an Exhibit, the parties to this Contract hereby agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the County. To the extent that any rights in such materials vest initially with the Contractor by operation of law or for any other reason, the Contractor hereby perpetually and irrevocably assigns, transfers, and quitclaims such rights to the County. The County agrees to and does hereby grant to the Contractor a perpetual, irrevocable, nonexclusive, and royalty-free license to use and create derivative works, according to law, any material or article and use any method that may be developed as part of the work under this Contract. B. Ownership Rights of Previously Existing Materials: The Contractor shall retain all ownership rights in any pre-existing patentable or copyrightable materials or articles that are delivered under this Contract, but do not originate from the work described herein. The Contractor agrees to and does hereby grant to the County a perpetual, irrevocable, nonexclusive, and royalty-free license to use and create derivative works, according to law, any pre-existing material or article and use any method that may be delivered as part of the work under this Contract. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 17 of 20 Contract - 6360257 C. Continued Ownership Rights: The Contractor shall sign all documents and perform other acts as the County deems necessary to secure, maintain, renew, or restore the rights granted to the County as set forth in this Section. 22. Political Activity Prohibited None of the funds, materials, property, or services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. 23. King County Recycled Product Procurement Policy If paper copies are required, in accordance with KCC 18.20, the Contractor shall use recycled paper, and both sides of sheets of paper whenever practicable, when submitting proposals, reports, and invoices. 24. Future Support The County makes no commitment to support contracted services and assumes no obligation for future support of the contracted activity(-ies), except as expressly set forth in this Contract. 25. Entire Contract The parties agree that this Contract is the complete expression of the described subject matter, and any oral or written representations or understandings not incorporated herein are excluded. Both parties recognize that time is of the essence in the performance of this Contract. 26. Contract Amendments Either party may request changes to this Contract. Proposed changes that are mutually agreed upon shall be incorporated only by written amendments to this Contract. 27. Notices Whenever this Contract provides for notice by one party to another, such notice shall be in writing and directed to each party’s contact representative indicated within the Contract Exhibit(s). Any time within which a party must take some action shall be computed from the date that any associated required notice is received by that party. 28. Services Provided in Accordance with Law and Rule and Regulation The Contractor and any Subcontractor agree to abide by the laws of the State of Washington, rules and regulations promulgated thereunder, and regulations of the state and federal governments, as applicable, which control disposition of funds granted under this Contract, all of which are incorporated herein by reference. If there is an irreconcilable conflict between any of the language contained in any Exhibit or attachment to this Contract, the language in the Contract shall control over the language contained in the Exhibit(s) or the attachment, unless the Exhibit(s) provision expressly indicates DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 18 of 20 Contract - 6360257 that it controls over inconsistent contract language. If there is conflict among requirements set forth in Exhibit(s), language contained in the lower numbered Exhibit shall control unless the higher numbered Exhibit provision expressly indicates that it controls over inconsistent lower numbered Exhibit language. 29. Applicable Law This Contract shall be construed and interpreted in accordance with the laws of the State of Washington. The venue for any action hereunder shall be in the Superior Court for King County, Washington. 30. No Third-Party Beneficiaries Except for the parties to whom this Contract is assigned in compliance with the terms of this Contract, there are no third-party beneficiaries to this Contract, and this Contract shall not impart any rights enforceable by any person or entity that is not a party hereto. 31. Non-Waiver of Breach Waiver of any default shall not be deemed to be a waiver of any subsequent default. No action or failure to act by the County shall constitute a waiver of any right or duty afforded to the County under the Contract; nor shall any such action or failure to act by the County modify the terms of the Contract or constitute an approval of, or acquiescence in, any breach hereunder, except as may be specifically stated by the County in writing. 32. Force Majeure “Force Majeure” means an event or events beyond the parties’ reasonable control, incurred not as a product or result of the negligence of the afflicted party, and which have a materially adverse effect on the ability of such party to perform its obligations as detailed in this Contract. Force Majeure events may include but are not limited to: Acts of God or Nature; war; civil, military, public, or industrial disturbances; acts or threats of terrorism; epidemics, fire, flood, or other casualty; labor difficulties, shortages of labor or materials or equipment; government regulations; delay by government or regulatory agencies; shutdowns for purpose of emergency repairs, and/or unusually severe weather. A. No Breach if Force Majeure Applies: Neither party shall be considered in breach of this Contract to the extent that performance of their respective obligations is prevented by a Force Majeure event upon giving notice and reasonably full particulars to the other party. B. Duty to Minimize Disruption and Give Notice: Parties maintain an express duty to minimize the disruption caused by Force Majeure, and shall, as soon as reasonably practicable, give notice to the other party of the nature and impact of the Force Majeure. Irrespective of any extension of time, if the effect of an event or series of events continues for a period of 180 days, either the County or the Contractor may give to the other a notice of suspension or termination. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 19 of 20 Contract - 6360257 C. Extension of Time: Should Force Majeure events delay the Contractor’s completion of the deliverables and performance commitments, the Contractor may be entitled to an extension for the time for completion. Any extension must be approved in writing by the County. D. Suspending Performance: Should a Force Majeure event prevent the Contractor from completing deliverables or performing commitments in this Contract, the completion or performance shall be suspended only for the time and to the extent commercially practicable to restore normal operations. Further, the Contractor and the County shall endeavor to continue to perform their contractual obligations to the extent reasonably practicable and will work to adjust deliverables or performance commitments as needed to continue the provision of services during the Force Majeure event. Contractor may be reimbursed for any costs incurred mitigating adverse impacts of the Force Majeure and may be compensated for any partial work that has been completed. 33. Emergency Response Requirements Within three months of the execution of this Contract, the Contractor shall prepare and make available to the County upon request, the necessary plans, procedures, and protocols to: A. Respond to and recover from a natural disaster or major disruption to Contractor operations such as a work stoppage. B. Continue operations during a prolonged event such as a pandemic. If the Contractor does not have any such plan as of the start of this Contract, the Contractor may request (1) an extension of the time needed to create a plan, and (2) for assistance from the County in preparing such a plan. At a minimum, any plans, procedures, or protocols described in this Section must include how the Contractor plans to continue to provide the services described in or funded by this Contract. 34. Contractor Certification By signing this Contract, the Contractor certifies that, in addition to agreeing to the terms and conditions provided herein, it has read and understands the contracting requirements on the DCHS website at https://www.kingcounty.gov/depts/community-human- services/contracts/requirements.aspx and shall comply with all of the contract terms and conditions detailed on that site, including, but not limited to, Equity and Social Justice, applicable Emergency Response, Equal Opportunity Employment (EEO)/Nondiscrimination, HIPAA, Insurance, and Credentialing requirements. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process City of Renton Page 20 of 20 Contract - 6360257 IN WITNESS WHEREOF, the parties hereby agree to the terms and conditions of this Contract: KING COUNTY CITY OF RENTON FOR King County Executive Mayor Armondo Pavone Date Date Jason A. Seth, City Clerk [Attests to Mayor’s signature] Shane Moloney, City Attorney [Approved as to Legal Form] Lori Fleming, Human Services Coordinator [Reviews] DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 1 of 8 2023 Contract 6360257 Exh I EXHIBIT I CITY OF RENTON VSHSL HOUSING STABILITY STRATEGY 3A: ADULT SERVICES DIVISION (ASD) SENIOR HOME REPAIR SERVICES SERVICES PERIOD: MARCH 1, 2023 – DECEMBER 31, 2023 I. WORK STATEMENT The Contractor shall provide oversight, coordination, and implementation of ADULT SERVICES DIVISION (ASD) SENIOR HOME REPAIR SERVICES (the Program). The total amount of reimbursement pursuant to this Exhibit shall not exceed $250,000 for the Services Period noted above as shown in the funding table below. Funding for investment in this program is provided by the King County Veterans, Seniors and Human Services Levy (VSHSL) and is managed by the ASD of the King County Department of Community and Human Services (DCHS), which has the responsibility for achieving and monitoring the overall outcomes. Ongoing funding for the full period of the Exhibit shall be contingent on the Contractor’s implementation of the program as described, timely achievement of the contract Milestones outlined below, continued funding availability and other contractual requirements contained in the Exhibit. ASD Result Area Alignment Services Period Fund Source Funding Allocation Housing Stability MARCH 1, 2023 – DECEMBER 31, 2023 2023 VSHSL Fund - Seniors 2023 VSHSL Fund - Veterans (Reallocated) $225,000 $25,000 Not to Exceed $250,000 II. PROGRAM DESCRIPTION King County’s overarching goal is to ensure that all people, regardless of who they are and where they live, have the opportunity to thrive, with full and equal access to opportunities, power and resources. ASD, in its partnership with CITY OF RENTON, shares a commitment to contributing to community-level change and individual-level impact in the division’s five result areas: • Financial Stability • Healthy Living • Housing Stability • Service System Access and Improvement • Social Engagement. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 2 of 8 2023 Contract 6360257 Exh I Accordingly, the parties will work together to perform and report the services funded under this Exhibit in a manner that contributes to the equity goals of the County described herein. Program Purpose and Equity Statement: The Contractor shall provide the Program to eligible participants in the Renton area to assist in exterior and/or interior home preservation and alleviate health and safety issues for low- and moderate-income Seniors, especially Senior Veterans, to safely reside in their homes following the repair. A. Program Activities The Contractor shall provide services in accordance with this Exhibit, which shall include: 1. Eligible projects under the Program may be minor or major repairs and include but are not limited to the following types of projects: painting to restore or maintain integrity of structure; repairing steps and porches; installation of accessibility ramps or other accessibility supports; repairing or replacing damaged roofs; sewer repair; weatherization; electrical and/or large appliance upgrades; ventilation improvements; purchase, distribution, and installation of heat mitigation equipment such as shades, awnings, window coverings, heat pumps and portable air conditioners; and any other similar structural or interior repairs that the Contractor has deemed appropriate and necessary for maintaining a safe home. 2. Projects identified for the Program shall include those where scope or amount allocated to each project exceed the limits within the Contractor’s existing Senior home repair program or are in addition to projects the existing Senior home repair program completes. 3. The Contractor shall maintain records of a written plan, approved by DCHS, that allows for fair and transparent access to the Program and includes the following elements: a. A line-item estimated budget that accounts for spending of the total funding allocation which may include an administrative rate not to exceed 10%; b. Expected number of projects completed within that budget; and c. A brief narrative to describe how the Program will prioritize projects. 4. The Contractor shall employ effective strategies to reach Seniors, especially Senior Veterans, who have not previously participated in the Contractor’s existing Senior home repair program, such as: a. Conduct outreach for Program referrals with the nearest VSHSL Senior Hub(s), for example distributing flyers, offering information sessions to staff and participants of the Senior Hub, etc., and; b. Provide outreach materials in several languages, reflective of the potential language needs of eligible participants in the area. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 3 of 8 2023 Contract 6360257 Exh I 5. The Contractor shall ensure Program eligibility of participants as described below in Section II. B., and include a process for written attestation of Family Income eligibility and expectation to reside in their serviced homes for the foreseeable future. 6. The Contractor shall ensure qualified and insured personnel, vendors and/or subcontractors provide repair services for eligible Program participants and verify repairs are completed based on professional standards. a. The Contractor shall oversee the coordination of the repair services provider(s) and the eligible Program participant(s). b. Upon completion of each repair project eligible under this Exhibit, the Contractor shall verify the participant’s satisfaction with the repair (in writing) and maintain documentation for reporting purposes. 7. If, by three months prior to the end of the Services Period, the Contractor and DCHS anticipate that funding available will exceed the number of the Program projects the Contractor is able to complete by the end of the Services Period, upon approval by DCHS, the Program may include the purchase of home repair or home modification equipment in preparation for future distribution and installation to Seniors. 8. Unless this Exhibit provides otherwise, all work performed and services delivered by the Contractor during the Services Period shall be in conformance with the requirements and descriptions of this Exhibit and be in compliance with all other terms and conditions of this Contract. B. Participant Eligibility Eligible Program participants are homeowners or renters who have approval of the homeowner in the Renton area with at least one Senior living in the home whose annual gross Family Income must be under 80% of the current HUD Median Family Income shown in the table below. The 2023 Guidelines Table will be furnished when available. 2022 HUD INCOME GUIDELINES Median Family Income = $129,400 for a family of 4 Effective June 15, 2022 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY VERY LOW- MODERATE- SIZE LOW-INCOME INCOME INCOME 1 $27,200 $45,300 $66,750 2 $31,050 $51,800 $76,250 DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 4 of 8 2023 Contract 6360257 Exh I 3 $34,950 $58,250 $85,800 4 $38,800 $64,700 $95,300 5 $41,950 $69,900 $102,950 6 $45,050 $75,100 $110,550 7 $48,150 $80,250 $118,200 8 $51,250 $85,450 $125,800 C. Definitions 1. DCHS web-referenced definitions for the following terms used within this Exhibit can be found on King County’s website at https://kingcounty.gov/VSHSL-definitions. a. Senior b. Senior Hub c. Veteran 2. Definitions for the following terms used within this Exhibit can be found in the VSHSL Implementation Plan on King County’s website at https://kingcounty.gov/VSHSL-Implementation-Plan. a. Financial Stability b. Healthy Living c. Housing Stability d. Service System Access and Improvement e. Social Engagement 3. Definitions for other terms used within this Exhibit: a. “Deliverable” means the work product and other output of the services and program activities required to be delivered by the Contractor as part of the performance of this Exhibit, as specified in the relevant section below. b. "Family Income” means the combined gross income of all occupants (related or not) residing in the same house that are 18 years of age or older. c. “Milestone” means a scheduled event signifying the provision of a Deliverable or a set of related Deliverables, occurrence of an event, or completion of a task, activity, or service by the identified date as set forth in Section V.C., Milestones. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 5 of 8 2023 Contract 6360257 Exh I d. “Services Period” means the period of time during which Contractor will be paid, funded, or reimbursed according to the terms and conditions of this Contract. If no other date is listed in this Exhibit, the Services Period shall begin when this Exhibit becomes effective, which is upon execution. D. Contract Milestones The Contractor shall meet the following Milestones during the Services Period: 1. Within 30 days of contract execution, provide DCHS with the detailed budget and the plan for fair and transparent access to the Program and begin work with DCHS program staff to adjust the plan as needed. 2. By September 11, 2023: Meet with DCHS to review the status of anticipated projects and determine next steps for excess of fund, as appropriate. E. Subcontracted Services The Contractor shall invoice the County for due and payable invoices of the Subcontractor or for costs paid by the Contractor for goods, materials, or services already provided by the Subcontractor. The Contractor shall invoice the County only after the Subcontractor has invoiced the Contractor. The Contractor shall include a copy of the Subcontractor's invoice with its invoice submitted to the County. III. PARTNERSHIP AND REPORTING REQUIREMENTS A. Partnership Activities 1. The Contractor shall work with King County staff to coordinate and align services with other VSHSL-funded organizations and system partners in order to effectively and efficiently administer a set of services that participants may be seeking to access. 2. The Contractor shall include an attribution to the VSHSL with the use of the VSHSL logo and/or a statement such as “This program receives funding from the King County Veterans, Seniors and Human Services Levy” in all program marketing materials, digital or hardcopy, developed during this contract period. B. Reporting Activities 1. The Contractor shall participate in monthly check-ins with King County staff either in person or by phone. Check-ins may be reduced or increased in frequency based on program needs and King County needs to ensure program accountability and the provision of adequate support for the program. 2. Starting on July 17, 2023, Contractor shall submit an individual level demographic and project status report to the County on a quarterly basis. Reports are due within ten business days following the end of each quarter. The format and reporting mechanisms for this report shall be DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 6 of 8 2023 Contract 6360257 Exh I provided by the County. The report shall include at least the following information for each project funded but may include additional reporting fields: age, race, ethnicity, veteran status, income, gender identity of individual requesting assistance, zip code, date participant requested project, date project was started, project scope, date project was completed/or project status update, and cost of the project. 3. The Contractor shall submit a narrative report to King County on January 15, 2024. The report shall cover the activities of this Contract. The format and questions for the annual narrative progress report shall be provided by King County. 4. King County reserves the right to request additional supporting documentation or information, as needed, and between reporting periods. A minimum of three business days’ notice shall be provided to the Contractor. If the Contractor believes such notice is inadequate to prepare the report, it shall work with King County to adjust the due date for additional requested information. 5. The meeting and reporting requirements of this Section III. shall begin on the date this Exhibit becomes effective. 6. The Contractor must retain on file backup documentation for all costs paid for repair services including receipts, invoices, timesheets, and copies of checks for the duration of Contractor’s VSHSL award plus an additional six years. This documentation must be made available upon request. The County may conduct a site visit to the Contractor’s office to review and verify the foregoing records. Advance notice will be given to the Contractor in the case of fiscal audits to be conducted by the County. IV. COMPENSATION AND METHOD OF PAYMENT Regular payment for activities covered by this Exhibit shall be based on (1) meeting the program, Deliverables, and Milestone due dates outlined in this Exhibit, and (2) during the Services Period, the Contractor incurring periodic costs and expenses in performing such services as described in Section II.A., PROGRAM DESCRIPTION: Program Activities of this Exhibit greater than or equal to the periodic payment listed in the table below. Also, by entering into this Contract, the Contractor is agreeing to make concerted efforts to meet the program activities and contract Milestones as outlined in Section II., PROGRAM DESCRIPTION and program and reporting requirements as outlined in Section III., PARTNERSHIP AND REPORTING REQUIREMENTS. If, through analysis of the required reports and data or through conversations with the Contractor, it is determined that the program model, as described in this Exhibit, is not successfully or sufficiently serving the King County Senior community, the Contractor shall work with King County to re-envision the program model, and pivot, using learnings to improve service delivery. Such adjustments shall be documented in an amendment to this Exhibit signed by both parties. If the Contractor does not meet the agreed upon program activities, Deliverables and/or contract Milestones during two quarters of the Contract and/or if the Contractor fails to engage with the King County staff to re-envision the program model or make necessary DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 7 of 8 2023 Contract 6360257 Exh I adjustments in order to better serve King County Seniors, King County reserves the right to request specified corrective action in writing or, either before such a request is issued or if such a request is unheeded or does not produce improved engagement toward quality improvement, to reduce the contract amount, withhold payment, or terminate the contract in line with notice requirements in this Contract’s Standard Terms and Conditions. A. Compensation Upon the acceptance of the Contractor’s services, Deliverables, and/or achievement of Milestones, each as applicable and performed during the Services Period, and the delivery and acceptance of correct Billing Invoice Package (BIP), DCHS shall make a quarterly payment as stated in the payment table below. B. Unspent Funds If unspent funds remain at the end of the year, at King County’s sole discretion, such funds shall return to the fund source they originated in and be considered for reprogramming for other VSHSL priorities. C. Acceptance of Work To serve the best interests of King County, the delivery of each Deliverable shall be subject to acceptance by DCHS. DCHS may withhold payment if it rejects or fails to accept a Deliverable; payment on the Contract shall not be considered acceptance of Work. DCHS shall provide written notice to the Contractor of DCHS’ acceptance or rejection of a Deliverable within fourteen (14) calendar days from the date of DCHS’ receipt of such Deliverable. If DCHS does not accept a Deliverable, such notice shall include the reasons for such rejection, and the Contractor shall have fourteen (14) calendar days to cure the identified deficiency(-ies). D. Billing Invoice Package The Contractor shall submit a BIP quarterly for payment of actual expenditures pursuant to services as described in this Exhibit. The BIP shall consist of an expenditure report in a format approved by King County and other reporting requirements as stated in Section III., PARTNERSHIP AND REPORTING REQUIREMENTS of this Exhibit in a format approved by King County. The BIP is due within ten business days following the end of each payment period. The total amount of reimbursement each year of this Exhibit shall not exceed the yearly funding allocation as noted in the funding table in Section I., WORK STATEMENT, unless otherwise approved by King County in writing. The Contractor’s obligation to submit a BIP shall not begin until after the effective date of this Exhibit. The Contractor shall advise King County quarterly of any material changes in revenues from sources other than the County that are used to provide the services funded under this Exhibit. The Contractor agrees to re-negotiate, as needed, if the County determines that such changes are substantial. DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process CITY OF RENTON Page 8 of 8 2023 Contract 6360257 Exh I Date Due Payment Period Payment / Fund Source Deliverable July 17, 2023 March – June 2023 VSHSL Fund - Seniors 1. Accurate invoice 2. Individual-level and project status data 3. General ledger/expenditure detail, subcontractor invoices, receipts and/or other supporting documentation for Program reimbursement requests VSHSL Fund - Veterans October 13, 2023 July - September 2023 VSHSL Fund - Seniors 1. Accurate invoice 2. Individual-level and project status data 3. General ledger/expenditure detail, subcontractor invoices, receipts and/or other supporting documentation for Program reimbursement requests VSHSL Fund - Veterans January 15, 2024 October - December 2023 VSHSL Fund - Seniors On-time completion / submission of: 1. Accurate invoice 2. Individual-level and project status data 3. Annual narrative progress report 4. General ledger/expenditure detail, subcontractor invoices, receipts and/or other supporting documentation for Program reimbursement requests VSHSL Fund - Veterans DocuSign Envelope ID: 4BB4F941-6417-40C5-944C-458BAE473062 In Process