HomeMy WebLinkAboutContract CAG-15-097
City of
HUMAN SERVICES AGREEMENT BETWEEN
THE CITY OF RENTON
AND
Senior Services Volunteer Transportation
Th' Human Services Agreement ("Agreement") is dated and executed this ZO day of
A01 I , 2015 (the "Effective Date"). The parties ("Parties") to this Agreement are the City
of R nton, a noncharter code city under RCW 35A, and a municipal corporation under the laws
of the State of Washington (hereinafter "Renton") and Senior Services 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, 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
through Renton's budget process and the Agency's satisfactory contract performance during
the first year of the contract Term.
COR/Vol Trans Page 1
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/Vol Trans Paye 2
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 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/Vol Trans 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 Liability 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 Liability 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/Vol Trans 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/Vol Trans 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/V61 Trans 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.
COR/Vol Trans Page 7
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the
Effective Dat
Denis Law Signature
Mayor
Name/Title: �
Please print
Attest: r �r � " 1 Address Zmoi, 00/
-Telephone
Jas Seth , C y Clerk E-mail��CrU�� %l�fJ/S�%��f-l'�j O/Y'
AP OVED AS TO FORM: • ° '`
Larry Warren, City Attorney
COR/Vol Trans Page 8
Exhibit A
Scope and Schedule of Work
2015-2016 Program Services Agreement
Aend _: Senior Services 2Q15.Fuad# ,; $42,822
Pr Volunteer Transportation � urditf ; ° $42,822
TN bt funO1.6g, Personalized, escorted, free transportation
w pat services for frail, lower-income seniors in Tod. $85,644
Auburn, Burien, Des Moines, Federal Way,
Renton, SeaTac, and Tukwila.
Fff ecti ►+ :Date Year 1: January1, 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.
QUARTER 1St 2nd 3rd qtn Annual
City of Auburn Performance Measures Total
1. Number of unduplicated Auburn Clients 8 8 8 8 32
2. Mileage 1050 1050 1050 1050 4,200
3. Number of One Way Trips 50 50 50 50 200
QUARTER 1St 2nd 3rd qtn Annual
City of Burien Performance Measures Total
Senior Shuttle
1. Number of unduplicated Burien Clients 33 33 32 32 130
2. Mileage 2,500 2,500 2,500 2,500 10,000
3. Number of One Way Trips 27 27 27 27 108
e=xhibit:A ..Scope and Sc.h&de of Work
QUARTER 1st 2nd 3rd 4tn Annual
City of Des Moines Performance Measures Total
Senior Shuttle
1. Number of unduplicated Des Moines Clients 17 16 16 16 65
2. Mileage 2125 2125 2125 2125 8500
3. Number of One Way Trips 14 14 13 13 54
QUARTER 1st 2nd 4h Annual
City of Federal Way Performance Measures Total
1. Number of unduplicated Federal Way Clients 18 18 18 17 71
2. Mileage 2111 2110 2110 2110 8441
3. Number of One Way Trips 112 112 111 111 446
QUARTER 1st 2nd 3rd 4 t Annual
City of Renton Performance Measures Total
1. Number of unduplicated Renton Clients 28 28 28 27 111
2. Mileage 4013 4013 4012 4012 16,050
3. Number of One Way Trips 325 325 325 325 1300
QUARTER 1st 2nd 3rd 4th Annual
City of SeaTac Performance Measures Total
1. Number of unduplicated SeaTac Clients 7 6 6 6 25
2. Mileage 813 813 812 812 3250
3. Number of One Way Trips 35 35 35 35 140
Exhibit A Scope zmd Schedule of Work
_IQ!5-20164 Agency Se,rvice.,>Agreement 2
QUARTER 15t 2^d 3rd qcn Annual
City of Tukwila Performance Measures Total
I. Number of unduplicated Tukwila Clients 5 4 4 4 17
2. Mileage 435 435 435 435 1740
3. Number of One Way Trips 24 24 24 24 96
Definition of Units of Service:
Mileage: Volunteer vehicle miles are the number of miles driven by a volunteer using
his/her own vehicle to transport a single client, including miles to and from the volunteer's
point of origin.
One Way Trips are one-way journeys with two distinct end points take by one client in a
volunteer's vehicle. Most rides provided by volunteers are two-way, from the clients home
to their appointment and then from their appointment back home.
For Senior Shuttle:
Mileage: Number of miles driven by volunteers, using Senior Service agency vans,
providing service to seniors within designated service boundaries.
One-way trips: Door to door one-way journeys with two distinct end points take by seniors
in a van driven by volunteer drivers.
Budget Personnel Non-Personnel
Auburn $ 2,350 $ 2,650
Burien $ 702 $ 1,298
Des Moines $ 351 $ 649
Federal Way $ 4,700 $5,300
Renton $ 8,901 $10,038
SeaTac $ 1,802 $ 2,033
Tukwila $ 963 $ 1,085
Total $ 19,769 $23,053
FxlhibitA"Scope and Schedu;e of Lu`a,k
The above Services shall be provided by December 31, 2013 for year one of the two-year
agreement and December 31, 2014 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:
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:80-95%
Outcome: Individuals and/or families will have improved access to transportation.
Indicator: 1)80%of clients report that before they began using Volunteer Transportation,
arranging transportation to their medical appointments was always or sometimes a problem
Indicator: 2)95 %of clients report that after using Volunteer Transportation,getting to their
medical appointments is easier.
Measurement: Surveys are sent on a monthly basis to clients the first time they receive
service during the year.
Achievement Rate Target:95%
Outcome: Individuals and/or families will have access to services that increase self-sufficiency.
Indicator: 95%of clients report that using the Volunteer Transportation program helps them
remain independent.
Measurement: Surveys are sent on a monthly basis to clients the first time they receive service
during the year.
Exhibit A-Scope and Schedule of War)<
2015-201.64 Agency Servicer,r,Are e nt 5