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HomeMy WebLinkAboutContractPage 1 of 11 AGREEMENT FOR SEVERE WEATHER SHELTER CAG-_____ THIS AGREEMENT, dated __________________, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Renton Ecumenical Association of Churches (REACH) (“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 200 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, 2021. 4. Compensation: A. Amount. Total compensation to Agency for Work provided pursuant to this Agreement shall not exceed $5,000. Compensation shall be paid based upon Work actually performed according to the rate(s) specified in Exhibit A. 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           Page 2 of 11 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 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 t he 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         Page 3 of 11 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 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,         Page 4 of 11 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 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 ag reement 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         Page 5 of 11 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 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/registermybusiness/ 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 comm ercial 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.         Page 6 of 11 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, 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: REACH Neil Francoeur REACH 3604 NE 10th Court Renton, WA 98056 Neil@reachrenton.org 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         Page 7 of 11 advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Agency fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Agency is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 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.         Page 8 of 11 C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Agency proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent an Agency prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Agency and all of the Agency’s employees shall perform the 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         Page 9 of 11 partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Agency from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ REACH By:____________________________ Kelly Beymer Community Services Administrator Bianca Davis-Lovelace Executive Director _____________________________ Date _____________________________ Date Approved as to Legal Form _______________________________ Leslie Clark Senior Assistant City Attorney Agreement Form Updated 08/30/2016                Page 10 of 11 Exhibit A Scope and Schedule of Work 2020-2021 Program Services Agreement Agency: Renton Ecumenical Association of Churches 2020/2021 Funding: $5,000 Program: Severe Weather shelter This funding will provide: Temporary severe weather nighttime shelter for December 18, 2020 through May 1, 2021 Annual Program Outputs: Staffing hours (not to exceed) Maximum number of nights shelter open 200 16 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. REACH will provide a maximum of 200 hours staffing to the severe weather shelter located at 300 Renton Avenue N., Renton, WA between December 18, 2020 and May 1, 2021. 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. REACH will provide one (1) qualified staff for the shelter. The rate of reimbursement is $25.00 per hour per person. REACH acknowledges and agrees that it will follow precautions necessitated by the ongoing novel coronavirus (COVID-19) pandemic. REACH shall comply with social distancing and other guidance from federal, state, and local health authorities for preventing the spread of COVID-19. For any client exhibiting symptoms of COVID-19 (including elevated temperatures), REACH staff (“Staff”) shall escort the client to an isolated area and contact Public Health – Seattle & King County (“Public Health”). In addition, pursuant to the Public Health HEART (Health Engagement Action Resource Team) recommendations for the severe weather shelter, Staff and the City, respectively, agree to comply with and implement the following: 1. Staff will ensure portable HEPA air purifiers supplied by the City are in operation when the shelter is open. The City will supply HEPA air purifiers. 2. Staff will open windows and doors to increase fresh air flow when health and safety permit, particularly during cleaning and disinfection. 3. Staff will ensure City supplied mats and cots are arranged to ensure a minimum of 6 feet distancing, and encourage and promote head-to-toe sleeping when possible. The City will supply mats and cots. 4. Staff will bag blankets/bedding and label with returning client’s name. The City will supply large garbage bags, and labels so that blankets/bedding can be bagged and labeled with the returning client’s name.         Page 11 of 11 5. Staff will collect and bag blankets/bedding for laundering. The City will transport and launder them. 6. The City will provide a portable toilet for exclusive use by any clients who may be experiencing COVID 19–like illness, and Staff will direct those clients to use that instead of the building restrooms. 7. The City will supply a portable hand washing station, along with appropriate supplies. 8. Staff will ensure that clients are directed to wash their hands upon entry. 9. The City will supply hand sanitizers with use signs directing people towards sanitizer use. 10. Staff will disinfect high-touch surfaces multiple time during the hours the shelter is in operation. 11. The City will provide cleaning supplies and gloves for cleaning. 12. Although close contact is discouraged and not anticipated, Staff will offer masks and/or safety glasses to any clients coming into contact (closer than 6 feet) with people without masks. The City will supply masks and glasses. 13. Staff will assign mats and cots to the same person if possible, or disinfect between use. 14. Staff will ensure the space is in the same condition as received. REACH will track the number of people sheltered nightly, and report the census to the City the following day. REACH 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 $5,000 Personnel costs –REACH is to be reimbursed an hourly rate of $25 per person. $5,000 The above Services shall be provided from December 18, 2020 through May 1, 2021.