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HomeMy WebLinkAboutAdden 1 Page 1 of 12 AMENDMENT NO. 1 TO AND RESTATEMENT OF 2021-2022 HUMAN SERVICES AGREEMENT CAG-21-078 THIS AMENDMENT NO. 1 TO AND RESTATEMENT OF HUMAN SERVICES AGREEMENT (“Agreement”), dated ______________, is by and between the City of Renton (the “City” or “Renton”), a Washington municipal corporation, and Seattle King County Department of Public Health (“Agency”). 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. RECITALS WHEREAS Renton has provided General Fund budget funds to finance certain programs; WHEREAS the programs provided by the Agency are for the general community’s benefit and are designed for the well-being of children, individuals, and families in the City of Renton; WHEREAS the Parties previously executed an earlier version of this document. Such earlier version named a different Agency signatory, and Agency has requested that the Agency signatory shown in this Agreement be named instead. In addition, the Parties negotiated several other changes to the previously executed document, and the results of such negotiations are incorporated into this Agreement. The City and Agency agree that upon execution of this Agreement, this Agreement amends, restates, and entirely replaces the previously executed document; NOW, THEREFORE, in consideration of the recitals, which are incorporated by ref erence, and the following mutual promises and covenants contained in this Agreement, the Parties mutually agree as follows: 1. Scope of Services: Agency agrees to provide the services as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the “Services.” The Services shall be performed in a manner consistent with the accepted practices for          $  Page 2 of 12 other similar services, completed to Renton’s satisfaction within the time prescribed by Renton, and pursuant to the direction of the Human Services Manager (“HSM”) or designee. In the case of multiple projects, each project shall correspond to a separate scope of work. 2. Term: The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2021, and terminating on December 31, 2022 (“Term”). Funding for the second year of the contract is contingent upon the availability of funds to be allocated through Renton’s budget process and the Agency’s satisfactory contract performance during the first year of the contract term. 3. Termination: Prior to the expiration of the Term, this Agreement may be terminated or suspended immediately, with or without cause by Renton. The Agency may cancel this Agreement only upon thirty (30) business days’ prior written notice to Renton. In the event Renton terminates or suspends this Agreement, the Agency will be entitled to receive compensation for any approved Services rendered prior to the termination or suspension of this Agreement. The HSM’s determination of compensation shall be binding and conclusive. 4. Compensation: A. Total Compensation. In exchange for the Agency’s performance of the services detailed in the Scope of Service, Renton shall reimburse the Agency in an amount not to exceed the amount specified in the Scope of Service. B. Criteria for Compensation. Renton will use a variety of measures as indicators of satisfactory contract performance. The Agency will be expected to meet at least 90% of the performance goals (outputs) as defined in Exhibit A. If the Agency does not meet the 90% of performance goals, the compensation will be reduced by the corresponding number of percentage points below the 90% level. At the 90% or above level, the Agency will be reimbursed at 100%. The method for calculating contract performance is specified below in subsection 4(C). i. Any exception to the criteria or method must be negotiated with Renton. ii. Renton may note exceptions where circumstances beyond the Agency’s control impacts the Agency’s ability to meet its performance goals and the Agency has shown reasonable effort to overcome those circumstances to meet their goals. iii. The HSM has the discretion to find exceptions when appropriate. C. Method of Calculation. The performance measure “percentage of unduplicated clients served” will comprise 50% of the formula used to determine reimbursement. Other performance measures will be aggregated and will be the remaining 50% performance measure used to determine reimbursement. If an Agency exceeds any of its performance measure goals, the level of reimbursement will remain the same.          Page 3 of 12 If the number of units of service provided exceeds the goal for that particular measure, the actual number of units provided shall be adjusted to equal that goal. The total reimbursement shall be based on cumulative data presented by the Agency in the final reimbursement request and accompanying reports. D. Method of Payment. Agency will submit an invoice to Renton as specified in the Scope of Service. No invoice shall exceed one quarter of the total budgeted amount by more than 10% without prior written authorization by Renton. Failure to deliver the invoice and reports in a timely manner may jeopardize the payment of funds for that period. Payment will be made no later than forty-five (45) calendar days after receipt of invoice and approval of reports. i. If Renton objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. ii. In that event, the Parties will immediately make every effort to settle the disputed portion. 5. Monitoring: Even though the Agency is an independent contractor with the authority to control and direct the performance and details of the Services authorized under this Agreement, the Services must meet the approval of Renton and shall be subject to Renton’s general right of inspection to secure satisfactory completion. Renton shall review reports to monitor compliance with the level of service required in the Scope of Service. Renton may also review program performance periodically on-site. Should the Agency fail to meet the minimum level of service represented by the Performance Measures in Exhibit A, Renton reserves the right to adjust payments as specified in subsection 4(B), “Criteria for Compensation”. 6. Record Maintenance: The Agency shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Services provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Agency agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges, except that Agency shall not be required to provide to the City any access or copies of health information protected by HIPAA or Chapter 70.02 RCW, and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 7. Project Files: The Agency shall maintain files for this project containing the following items: A. Notice of Grant Award. B. Motions, resolutions, or minutes documenting Board or Council actions. C. A copy of this Agreement and Exhibit A, and Scope of Service correspondence regarding budget revision requests.          Page 4 of 12 D. Copies of all project invoices, reports, and other documentation submitted to Renton. 8. Reporting Requirements: No payment will be made to the Agency until all reports requested by Renton are fully completed and executed by the Agency and approved by Renton. The Agency shall submit the reports specified in the Scope of Services each quarter no later than fifteen (15) calendar days following the end of each quarter, unless otherwise specified in the Scope of Service. 9. Public Records Compliance: When requested by the City to fulfill a Public Records Act request, the Agency shall conduct a diligent search for the City’s original records in its possession. Agency shall conduct such search in a timely manner and produce original City records to the City for disclosure. The provisions of this section shall survive the expiration or termination of this Agreement. 10. Independent Contractor Relationship: A. The Agency is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Agency and the City during the period of the Services shall be that of an independent contractor, not employee. The Agency, not the City, shall have the power to control and direct the details, manner or means of Services. Specifically, but not by means of limitation, the Agency shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Service or where scheduling of attendance or performance is mutually arranged due to the nature of the Services. Agency shall retain the right to designate the means of performing the Services covered by this agreement, and the Agency shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Agency is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Agency or any employee of the Agency. 11. 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.          Page 5 of 12 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. 12. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Agency shall not give a gift of any kind to City employees or officials. Agency also confirms that Agency and its employees do not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Agency, negotiating or administering this Agreement, or evaluating the Agency’s performance of the Services. 13. City of Renton Business License: [Intentionally omitted.] 14. Insurance: King County, a charter county government under the constitution of the State of Washington hereinafter referred to as “County”, maintains a fully funded Self-insurance program for the protection and handling of the County’s liabilities including injuries to persons and damage to property. The City acknowledges, agrees and understands that the County is Self-funded for all liability exposures. The County agrees, at its own expense, to maintain, through its self- funded program and will provide the City with a certificate of self-insurance as adequate proof of coverage. The City further acknowledges, agrees and understands that the County does not purchase Commercial General Liability insurance and is a self-insured governmental entity; therefore the County does not have the ability to add the City as an additional insured. 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          Page 6 of 12 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 1055 South Grady Way, Sixth Floor Renton, WA 98057 Phone: (425) 430-6655 Dutecht@rentonwa.gov Agency: Denise Hawthorne Operations Manager Seattle King County Public Health 401 5th Ave, Suite 1000, Seattle, WA 98104 Phone: 206-263-9893 Email: denise.hawthorne@kingcounty.gov 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 Services 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 Services or any other benefits under this Agreement, or procurement of materials or supplies. B. The Agency will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Agency fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Agency is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085.          Page 7 of 12 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 Services except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Agency to provide Services he / she will acquire or maintain such at his / her own expense and, if Agency employs, sub-contracts, or otherwise assigns the responsibility to perform the Services, said employee / sub-contractor / assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Agency is free to provide his / her Services to other entities, so long as there is no interruption or interference with the provision of Services called for in this Agreement. F. Agency is responsible for his / her own insurance, including, but not limited to health insurance. 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 Services, Agency shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Agency proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent an Agency prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is refere nced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein.          Page 8 of 12 E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Agency and all of the Agency’s employees shall perform the Services in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. 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 Services 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. 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.          Page 9 of 12 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:_____________________________ AGENCY By:____________________________ Kelly Beymer Community Services Administrator TJ Cosgrove CHS Division Director _____________________________ Date _____________________________ Date Approved as to Legal Form By Renton City Attorney’s Office By:_____________________________ Leslie Clark Senior Assistant City Attorney _____________________________ Date           &    &   !!" %%" #"  &   Page 10 of 12 Exhibit A Scope and Schedule of Work 2021-2022 Program Services Agreement Agency: Seattle King County Department of Public Health 2021 Funding: $10,000 Program: South King County Mobile Medical Program 2022 Funding: $10,000 This funding will provide: Mobile walk in dental treatment for homeless individuals including emergency dental procedures, dental exams, restorative dental care and assistance in obtaining dentures. Total: $20,000 Effective Date Year 1: January 1, 2021– December 31, 2021 Year 2: January 1, 2022– December 31, 2022 Annual Program Outputs: Renton Need Area: Unduplicated Renton Residents 34 Health and Wellness Number of dental visits 36 The Agency shall provide the approximate number of City of Renton clients with the following services each year of the agreement. Services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, ordinances rules and regulations, as are now in effect or may be amended or enacted during the course of the Agreement. Quarter Service Unit # of Units Cumulative Total 1st Unduplicated City of Renton clients served 9 9 Number of dental visits 9 9 2nd Unduplicated City of Renton clients served 9 18 Number of dental visits 9 18 3rd Unduplicated City of Renton clients served 8 26 Number of dental visits 9 27 4th Unduplicated City of Renton clients served 8 34 Number of dental visits 9 36 Definition of Units of Service: Dental Visit: One dental visit provided on the mobile van is one unit of service          Page 11 of 12 Budget $10,000 annually Personnel $10,000 Non-Personnel $0 The above Services shall be provided by December 31, 2021 for year one of the two-year Agreement and December 31, 2022 for year two of the Agreement. I. Contract Administration - The Agency shall notify Renton, in writing, within ten (10) calendar days of any changes in program personnel or board membership. - By April 15, the Agency shall provide Renton with an annual calendar showing dates and times of operations of sites, including times and dates of closure. Hours of operation during the period of the Agreement must be consistent with the annual calendar provided. The Agency will notify Renton in writing (e-mail is sufficient for the purposes of this requirement) of any deviations from the calendar that are three (3) calendar days in length or longer. Notifications shall be provided at least five (5) business days prior to closure except in extreme emergencies, in which case notification should be made as soon as possible. - The Agency shall provide Renton with a current list of its Board of Directors, general or limited partners, as applicable. The list should include city of residence and vacant positions. -The Agency will provide a copy of the current year’s audit when it is available, along with any audit management or cover letters provided. II. Demographic and Outcome Data Report The Agency shall collect and retain demographic data requested from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 30 of the following year. Outcome data shall be submitted annually in conjunctions with the Demographic report. Data should be collected and demonstrate the program’s progress toward Outcomes as specified below. Outcomes 1. 35% of dental patients who received an initial dental van visit will also complete referrals for additional dental treatment (e.g. oral surgery, rehabilitative services for traumatic injuries, return visits for extensive treatment plans). Measurement: Client records. Treatment services will be provided by a Mobile Medical dentist or confirmed via referral process.          Page 12 of 12 QUARTERLY REPORTS DUE DATES 1st through 3rd quarter reports 1st = April 15th 2nd = July 15th 3rd = October 15th Note: Programs not at the 90% performance level by the end of the third quarter may be asked to submit a preliminary performance report with the 4th quarter reimbursement request. 4th and final annual reimbursement First week in January. Date to be announced. Outcomes and demographics January 31, 2022/ January 31, 2023 Regular Monitoring Visit: The Agency shall allow the City to conduct a regular monitoring visit to the Agency, at a date and time agreeable to the parties which shall be no later than 30 days after the city’s request.