HomeMy WebLinkAboutContractDocuSign Envelope ID: 0005B356-4022-405E-9663-AC24EBA1588F
CAG-19-011
AGREEMENT FOR SEVERE WEATHER SHELTER
THIS AGREEMENT, dated December 26, 2018 , is by and between the City of Renton (the
"City"), a Washington municipal corporation, and Catholic Community Services of Western
Washington ("Agency"), a Washington public benefit corporation. The City and the Agency are
referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties,
this Agreement is effective as of the last date signed by both parties.
1. Scope of Work: Agency agrees to provide a maximum of 253 hours staffing to the severe
weather shelter at 300 Rainier Avenue N, Renton, WA, or wherever else it may be sited,
as specified in Exhibit A, which is attached and incorporated herein and may hereinafter
be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall be ordered by the City in writing and the Compensation shall
be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
3. Time of Performance: Agency shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than May 1, 2019.
4. Compensation:
A. Amount. Total compensation to Agency for Work provided pursuant to this
Agreement shall not exceed $13,000. The Agency agrees that any hourly or flat rate
charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided
herein, the Agency shall be solely responsible for payment of any taxes imposed as a
result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Agency shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Agency shall also submit a final bill upon completion of all Work.
Payment shall be made by the City for Work performed within thirty (30) calendar
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days after receipt and approval by the appropriate City representative of the voucher
or invoice. If the Agency's performance does not meet the requirements of this
Agreement, the Agency will correct or modify its performance to comply with the
Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Agency for failure of the Agency to
perform the Work or for any breach of this Agreement by the Agency.
D. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Agency in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Agency pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
B. In the event this Agreement is terminated by the City, the Agency shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Agency an equitable share of the fixed fee. This provision shall not prevent the City
from seeking any legal remedies it may have for the violation or nonperformance of
any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Agency. No payment shall be made by the
City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Agency represents and warrants that
Agency will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bride and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Agency further represents and warrants that all final work product
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created for and delivered to the City pursuant to this Agreement shall be the original work
of the Agency and free from any intellectual property encumbrance which would restrict
the City from using the work product. Agency grants to the City a non-exclusive,
perpetual right and license to use, reproduce, distribute, adapt, modify, and display all
final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Agency. The provisions of this section shall
survive the expiration or termination of this Agreement.
7. Record Maintenance: The Agency shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work 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.
8. 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
all records in its possession or control relating to this Agreement and the Work, 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.
9. 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 Work 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 Work. 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 Work or where scheduling of attendance
or performance is mutually arranged due to the nature of the Work. Agency shall
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retain the right to designate the means of performing the Work 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.
C. If the Agency is a sole proprietorship or if this Agreement is with an individual, the
Agency agrees to notify the City and complete any required form if the Agency retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Agency's failure to do so.
10. 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.
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.
11. 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 does not have a business
interest or a close family relationship with any City officer or employee who was, is, or
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will be involved in selecting the Agency, negotiating or administering this Agreement, or
evaluating the Agency's performance of the Work.
12. City of Renton Business License: The Agency shall obtain a City of Renton Business
License prior to performing any Work 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:
http://rentonwa.gov/business/default.aspx?id=548&mid=328. Information regarding
State business licensing requirements can be found at:
http://dor.wa.gov/content/doingbusiness/registermVbusiness/
13. 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 Work 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
Work provided by a licensed professional or Work that requires a professional
standard of care.
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 Work.
G. Agency shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14. Delays: Agency is not responsible for delays caused by factors beyond the Agency's
reasonable control. When such delays beyond the Agency's reasonable control occur,
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the City agrees the Agency is not responsible for damages, nor shall the Agency be
deemed to be in default of the Agreement.
15. 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.
16. 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:
Dianne Utecht, Human Services Coordinator
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6655
dutecht@rentonwa.gov
Fax: (425) 430-6603
Agency:
Dan Wise, Director of Homeless Services
100 23rd Avenue S
Seattle, WA 98144
Phone: (206) 324-5401
DanW@ccsww.org
Fax: (206) 324-4335
17. 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 Work performed or to be performed under this Agreement, shall 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 Work 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.
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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.
18. 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 exhibits.
C. Agency shall furnish all tools and / or materials necessary to perform the Work 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 Work 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
Work, 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 Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Agency is responsible for his / her own insurance, including, but not limited to health
insurance.
G. Agency is responsible for his / her own Worker's Compensation coverage as well as
that for any persons employed by the Agency.
19. 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 project manager is Dianne
Utecht. In providing Work, 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.
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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 Work 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.
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 the Work is essential to the Agency's performance of this
Agreement.
K. Third -Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
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.
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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.
CITY OF RENTON
DocuSigned by:
By: 4EBleyn7W ...
Community Services Administrator
12/26/2018 1 12:20 PM PST
Date
Approved as to Legal Form
Shane Moloney
Shane Moloney
Renton City Attorney
Agreement Form Updated 08/30/2016
CATHOLIC COMMUNITY SERVICES
0DF33647E94E4A9
By: cif a .
Bill liZoleVN00 By: Bill Hallerman
Executive Director
Date
12/21/2018 1 2:21 PM PST
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Y o Exhibit A
, Scope and Schedule of Work
2017-2018 Program Services Agreement
Agency:
Catholic Community Services
2018/2019
$13,000
Funding:
Program:
Severe Weather shelter
This funding
Temporary severe weather nighttime shelter for
will provide:
November through April
Annual Program Outputs:
Staffing hours (not to exceed)
520
Maximum number of nights shelter open
23
Services shall be provided in a manner which fully complies with all applicable federal, state and local
laws, statutes, rules and regulations, as are now in effect or may be hereafter amended or may be
enacted during the course of the Agreement.
CCS will provide a maximum of 520 hours staffing to the severe weather shelter located at 300 Renton
Avenue N., Renton, WA between November 2018 and May 1, 2019. This shelter will be activated by the
City of Renton Community Services Administrator when low temperatures fall below 32 degrees for at
least 24 consecutive hours or more, AND/OR snow accumulation exceeding or expected to exceed 3
inches in depth AND/OR other conditions deemed severe enough to present a substantial threat to the
life or health of homeless persons AND at least one other shelter in King County has been activated.
CCS will provide two qualified staff for the shelter. The rate of reimbursement is $25.00 per hour per
person. Staff will ensure the space is in the same condition as received, with mats sanitized and stored,
blankets collected for laundering, or bagged and labeled with the person's name. City staff will be
responsible for transporting blankets for laundering and returning them to the shelter.
CCS staff will track the number of people sheltered nightly, and report the census to the City the
following day. CCS will include demographic information such as gender and age in the report
submitted with the invoice.
Definition of Units of Service:
Staffing hours: Conduct safety screening of those clients seeking shelter, monitor and supervise shelter
clients throughout their overnight stay, general morning cleanup.
Number of nights the shelter is open: Each night that the city declares a severe weather condition exists
and CCS staff the shelter. Hours will generally be from 8pm to 7am, but if the shelter is activated on a
Friday, Saturday or Sunday, the shelter will open at 6:30 as soon as the evening meal is complete.
Budget
$13,000
Personnel costs —CCS is to be
$13,000
reimbursed an hourly rate of $25 per
person.
The above Services shall be provided from November 1st through April 30th.
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