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HomeMy WebLinkAboutContract CAG-15-095 � cry or ► , . HUMAN SERVICES AGREEMENT BETWEEN THE CITY OF RENTON AND King County Sexual Assault Resource Center This Human Services Agreement ("Agreement") is dated and executed this W day of 2015 (the "Effective Date"). The parties ("Parties") to this Agreement are the City of Re ton, a noncharter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington (hereinafter "Renton") and King County Sexual Assault Resource Center hereinafter ("Agency"). RECITALS WHEREAS the City has entered into a Memorandum of Understanding for the planning, funding, and implementation of joint human service contracts; and WHEREAS the City of Renton, along with the cities of Auburn, Burien, Covington, Des Moines, Federal Way, SeaTac and Tukwila wish to make the most efficient use of their resources by cooperating to provide joint application and funding for human services; and WHEREAS it is the City's responsibility to enter into an agreement with Agency on behalf of the cities which are party to said Memorandum of Understanding; and WHEREAS the programs provided by the Agency are for the benefit of the general community and designed for the well being of children, individuals, and families, NOW, THEREFORE, in consideration of the recitals, which are incorporated by reference, and the following mutual promises and covenants contained in this Agreement, the Parties mutually agreed as follows: 1. Services. The Agency shall provide the services described in Exhibit A, entitled Scope of Service and Schedule of Work, attached and fully incorporated into this Agreement by reference ("Scope of Service"). The Scope of Service shall be performed in a manner consistent with the accepted practices for other similar Services, completed to Renton's satisfaction, within the time prescribed by Renton, and pursuant to the direction of the Human Services Manager ("HSM") or designee. In the case of multiple projects, each project shall correspond to a separate Scope of Service. 2. Term. The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2015, and terminating on December 31, 2016 ("Term"). Funding for the second year of the contract is contingent upon the availability of funds to be allocated COR/MARC Page 1 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. Consideration. 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 4c. L 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. 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. COR/KCSARC Page 2 L 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 work 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 Paragraph 4(b), "Criteria for Compensation". 6. Independent Contractor. The Agency and Renton agree that Agency is an independent contractor with respect to the services provided pursuant to this Agreement. The Parties do not intend to create and nothing in this Agreement shall be considered to create an employer-employee relationship between the Parties or the parties employees, agents and/or volunteers. The Agency and its employees, agents and/or volunteers are not City employees and shall not be entitled to any City of Renton benefits or protections. Renton 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 the Agency, or its employees, agents or volunteers. Industrial or any other insurance that is purchased for the benefit of Renton, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 7. Agency Indemnification. The Agency represents to Renton that the Agency has competent, trained staff and where necessary, professional staff to render the services to be performed under this Agreement. The Agency agrees to indemnify, hold harmless and defend Renton, its elected officials, officers, employees, agents, and volunteers from any and all claims, demands, losses, actions and liabilities (including costs, expenses and all reasonable attorneys' fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with the Agreement to the extent caused by the negligent acts, errors or omissions of the Agency, its partners, shareholders, agents, employees, or by the Agency's breach of this Agreement. The Agency waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. The Agency's indemnification shall not be limited in any way by any limitation of the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. 8. Discrimination Prohibited. In all of the Agency's services, programs, or activities, and all of the Agency's hiring and employment made possible by or resulting from this Agreement there shall be no discrimination by the Agency or by the Agency's officials, employees, agents, subcontractors, representatives or volunteers against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, COR/KCSARC Page 3 marital status, honorably discharged veteran or military status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. Any material violation of this provision shall be grounds for Renton to terminate this Agreement without penalty. 9. Insurance. The Agency agrees to carry as a minimum, the following insurance, in such forms and underwritten by a company acceptable to Renton, unless waived or reduced by Renton. a. Workers' Compensation coverage at statutory limits, including Employers' Liability at$1,000,000 for each occurrence. b. Automobile Liabilitv insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 for each accident. This is required of all consultants and professional service providers where a vehicle will be used on the contract. C. Commercial General Liabilitv insurance shall be written with limits no less than $1,000,000 for each occurrence, $2,000,000 general aggregate. d. Professional Liability insurance in an amount not less than $1,000,000 for each occurrence/ incident/claim and a minimum aggregate coverage of $1,000,000 for professional services provided under the Agreement. For the purposes of this paragraph "professional services" shall include but not be limited to the provision of any services provided by any licensed professional that are excluded from the Agency's Commercial General Liability insurance coverage. If Agency's insurance policies are "claims made" or "claims paid", Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated. e. Additional Insured. Renton will be named as an Additional Insured on the Agency's Commercial General Liability and Automobile Liability policies with that coverage being primary and non-contributory with any other policies available to Renton. f. Survival of Insurance provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 10. Books and Records. The Agency agrees to maintain books, records, and accounts, electronic or otherwise, including without limitation personnel, property, financial and programmatic records, which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by Renton to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by Renton, its authorized representative(s), the State Auditor, or other governmental officials authorized by law to monitor this Agreement. The Agency agrees to maintain all books and records relating to this Agreement for a period of three (3) years following the date this Agreement expires or is otherwise terminated. 11. Proiect Files. The Agency shall maintain files for this project containing the following items: a. Notice of Grant Award. COR/KCSARC Page 4 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. d. Copies of all project invoices and reports and documentation submitted to Renton. 12. 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 Service each quarter no later than fifteen (15) calendar days following the end of each quarter, unless otherwise specified in the Scope of Service. 13. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, Renton will not be obligated to make payments for Service or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Service for which funds are allocated. No penalty or expense shall accrue to Renton in the event this provision applies. 14. Ownership and Use of Records and Documents. Original Documents, drawings, designs, reports, or any other records developed or created under this Agreement, electronic or otherwise, shall belong to and become the property of the City of Renton. All records submitted by Renton to the Agency will be safeguarded by the Agency. Agency shall make such data, documents, and files available to Renton upon Renton's request. Renton's use or reuse of any of the documents, data and files created by the Agency for this project by anyone other than the Agency on any other project shall be without liability or legal exposure to Agency. 15. General Provisions. a. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by authorized representatives of both Parties. b. Assignment. The Agency shall not have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without Renton's prior written consent. C. Attorneys' Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses, unless otherwise provided for in this Agreement. d. Authority. Each individual executing this Agreement on behalf of Renton and the Agency represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of Renton or the Agency. e. Captions or Headings. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. f. Conflicts. If there is a conflict between this and any previous Agreement, the terms of this Agreement shall supersede the terms of the previous Agreement. g. Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. COR/KCSARC Page 5 h. Duplicate Originals. This Agreement shall be executed with duplicate originals, with each duplicate original having the same force and effect as the other. i. Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. j. Force Majeure. If either Party cannot perform any of its obligations due to events beyond its reasonable control (other than the payment of money), the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond a Party's reasonable control include, but are not limited to, Acts of God, war, acts of domestic terrorism or violence, civil commotion, labor disputes, strikes, earthquakes, fire, flood or other casualty, shortages of labor or materials, government regulations or restrictions and weather conditions. k. Full Force and Effect. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. I. 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. M. Joint Drafting Effort. This Contract 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 hereof. n. Modification. No provision of this Agreement may be amended or modified except by written Agreement signed by the Parties. o. Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Written notice sent to Renton should be addressed as follows: Ms. Dianne Utecht City of Renton 6th Floor, Human Services Division 1055 South Grady Way Renton, WA 98057 dutecht@rentonwa.gov Written notice to the Agency shall be sent to the address following the Agency signature on the last page of this Agreement. P. No Waiver. Failure or delay of Renton to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of Renton to declare one breach or default does not act as a waiver of Renton's right to declare another breach or default. q. Performance. 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 COR/KCSARC Page 6 forth in the description of the Services is essential to the Agency's performance of this Agreement. r. Police Powers of Renton. Nothing in this Agreement will diminish, or eliminate, or be deemed to diminish or eliminate the governmental or police powers of Renton. S. Public Document/Public Disclosure. This Agreement will be considered a public document and will be available for reasonable inspection and copying by the public during regular business hours. This document may be disclosed pursuant to RCW 42.56. t. Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to Renton at law, in equity, or by statutes. U. Severability. A determination by a court of competent jurisdiction that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of such provision of this Agreement, which shall remain in full force and effect. V. Singular, Plural and Gender. Whenever required by the context of this Agreement, the singular shall include the plural and the plural shall include the singular. The masculine,feminine and neuter genders shall each include the other. W. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated herein are excluded. X. Successors in Interest. Subject to the foregoing subsection,the rights and obligations of the Parties shall inure to the benefit and may be binding upon their respective successors in interest, heirs, and assigns. Y. 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 Renton and the Agency, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Renton and the Agency and no one else. Z. Venue. The venue for any dispute related to this Agreement shall be Superior Court, King County, Washington. CORIMARC Page 7 UN WITNESS WHEREOF,� the Parties have entered into this Agreement effective asofthe n..061'e ' Denis Law Signature �� Mayor | / Name/Title: -` P/emseprint Attest: Address)CO(Y6 eV?�f tk�6 SE AL '\ Telephone � AP VED AS TO FORM: Larry Warren, City Attorney Exhibit A Scope and Schedule of Work 2015-2016 Program Services Agreement Agency: Kin County Sexual Assault Resource Center 2O15Fundin $112,738 Program: Comprehensive Sexual Assault Services 2016 Funding: $112,738 This funding Comprehensive sexual assault services that will provide: include child and general (adult) advocacy Total: $225,476 and legal advocacy for survivors of sexual assault and their families. for residents of the Cities of Auburn, Burien, Covington, Des Moines, Federal Way, Renton, SeaTac and Tukwila. Effective Date Year 1: January 1, 2015 - December 31, 2015 Year 2: January 1, 2016 - December 31, 2016 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. Location: Auburn Burien Covington Des Federal Renton SeaTac Tukwila Moines Way Unduplicated 77 38 15 23 72 93 26 25 Clients Served Combined 218 73 50 41 242 309 79 80 Advocacy Hours Definition of Units of Service: Advocacy: Legal and General Advocacy Services provided in English & Spanish for child, youth and adult victims of sexual violence and their families. Services help victims navigate the criminal justice system (and hold offenders accountable), access needed services a & gain skills to protect and support their children or other loved ones who have been victimized. Services measured by hours. 1 Budget Personnel Non Personnel Auburn 22,500 $0 Burien $7,500 $0 Covington $ 5,156 $0 Des Moines $ 4,200 $0 Federal Way $25,000 $0 Renton $31,982 $0 Sea Tac $8,100 $0 Tukwila $ 8,300 $0 Total $112,738 $0 The above Services shall be provided by December 31, 2015 for year one of the two-year agreement and December 31, 2016 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 must be consistent with the Scope of Services 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 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. Reporting Requirements and Timeline All data and required forms shall be submitted through SharelApp: 2 http://sharelapp.cuIturegrants.org/index/login III. Service Unit Report Data from this form will be used to track each program's progress toward meeting the goals stipulated in the Scope of Services. It shall be submitted quarterly, no later than the 15th of the month following the end of the quarter (i.e. April 15, July 15, October 15, and January 15), along with the Reimbursement Request unless otherwise specified. Programs that have not reached the 90% performance level by the end of the third quarter may be asked to submit a preliminary performance report along with the reimbursement request for fourth quarter. IV. Reimbursement Request This form will be filled out on SharelApp and serve as the invoicing mechanism for payment to your Agency/program. It shall be submitted quarterly, no later than the 15th of the month following the end of the quarter (i.e. April 15, July 15, and October 15). The 4th quarter reimbursement request will be submitted no later than December 27tH V. Demographic Data Report The Agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually in SharelApp by January 15 of the following year. VI.Annual Outcome Data Report Outcome data shall be submitted in SharelApp annually by January 15. Data should demonstrate the program's progress toward Outcomes specified in the Scope of Services. Outcomes Resulting from Service Units(max. of two outcomes statement) Achievement Rate Target: 75% Outcome: Individuals and/or families will improve their understanding of domestic/sexual violence. Indicator: 75%of the victims, family members and other concerned individuals will state they were helped by KCSAARC as they determine actions to take due to a sexual assault. Measurement: Resource Line callers will be asked a few questions(if appropriate) at the conclusion of the call. KCSARC will administer legal advocacy and general advocacy surveys as a 3 check-in to assess whether clients are getting the support and information they need. SPU will utilize a pre/post survey to measure client satisfaction, perceived ability to manage post-assault issues, and perceived level of support from legal advocates. 4