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HomeMy WebLinkAboutContract r ' CAG-17-013 �� �� .. c�tti�r� r r` ,. — t F:'.���y����� � w..'� ;� AGREEiVIEIVT FOR SEVERE WEA7`HER SHELTER CAG-�7 - 0`3 THIS AGREEMENl', dated Novembe"r 23, 2016, is by and between the City of Reriton (the °City"), a Washington municipal corporation, and Renton Ecumenical Association of Churches ("Agency"), organized under the lows of the State of 1Nashi'ngton. The City and the Agency are referred to collectively in this Agreement as ttie "Parties." Once fully executed by the Parties, this Agreement is effective as of the'last date signed by both parties. 1. Scope ofi V11ork: Agency agrees to provide a maximum of 400 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. Chan�es 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 6e 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 April 1, 2017. 4. Compensation: A. Amount. Total compensation to Agency for Work provided pursuant to this Agreement shall not exceed $5,000. The Agency agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing orprovided 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 PaVment. On a monthly or no less than quarterly basis during any quarter in which Work is perfarmed, the Agency shalf submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Agencyshall also submita final bill upon completion of all Work. Page 1 of 9 t � . i . Payment shall be made by the City for Work performed witFiin thirty {30) calendar days after receipt and approval bythe appropriate City representative ofthe 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 Pavment. 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 Wark for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. l'ermination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to.the Agency in writing. In the event of such termination or suspension, all finished or unfinished documents,data,studies, worksheets, models and reports, or other material prepared by the Agency pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Agency shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated bythe 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 shalf 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 payrnent due the Agency. No payment shall be made bythe , City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing bythe City. 6. Warranties And Right To llse 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 alI reasonable and professional standards and laws. Compliance with professional standards includes,as applicable, performingthe � VVork in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bride and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to Page 2 of 9 RGW :18.43;070: Agency fu'rther `represents and v+iarrants that all #inal �wbrk product � created.for and delivered to the City pursuant to this Agreement shall,be the original work of the Agency�rrd free from any inteilectual property encumb�ance which wo,uld r:estrict the Gity from using th�e work p:rodu.ct. Agency gr'ants to the City a •non,exclusive, perpetual right antl license to use,.reproduce, distribute, adapt, modify, and display all final work-prod.uct produced pursuant to this Agreement. The Gity's or other's adaptation, mQdification or use of the final work p,roducts other than for the purposes of this Agreement shall be without l.iabilityto the,4gency.The provisions ofthis section shall survive th.e ex irat ' p ion o�r termination of this Agreement. ' 7. Record Maintenance: The Agency shall maintain accounts and records,_which p"roperly ceflect all direct and indicect costs expended and Work provided in the perforriaance of this Agreement and r�etain such records-for as Iong 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 expend.itures and charges and/or to comply with th'e_Washington State Public Records Act (Ch"apter 42:56 RG1N): Th'e provisions of this section_shall survive the expiration 'or.>termination of this Agreement. 8. Public Records Compliance: To the full exte'nt the City determines necessary to comply with the Washington State Pu'blic Reco�rds Act,Agencyshall make a tlue 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 clrawings 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 , _ expe,nse,seek judicial p,rotection. Agency shall indemnify, defend, and hold harmless the Cit for all costs, includ'� � y ing attorneys'fees; attendan"t to any claim or litigation related to a Public Reco.r.`ds Act request fo"r which Agency'tias responsive records and for which Agency h'as withheld records or information confained therein, or nof provided them to � the City in a fimely manner. Agency shall p"roduce `for tlistribution any and all records . x., , responsive to the Public Records Act request in a timely manner; unless those records are protected by court order. l'he provisions of this section shall survive the expiration or t,ermination of this Agreement. 9. Independent Contractor Relationship: A. The Agency is retained 6y the City only for the purposes and to the e�ent set forth in this Agreement. The nature of the relationship between fhe Agency and the City during the period of the Work shall be that of ;an independent contractor, not em;ployee. The Agency, not the City; shall.have the power to cohtrol and :direct the details; manner or means of Wor,k. Specifically, bu,t,not by means of limitation, the Agency sh'all have no.obligation to work any particular hours or particula�schedule, unless otherwise indicated,in the Scope of Work or where:scheduling of atteradance Page 3 of 9 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 eovered by this agreement, and the Agency shall be entitied 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 ernploying 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, representa"tives, and Volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities,arising from, resulting from, or related to the negligent acts, errors or omissions of the Agency in its performance of this Agreement or a breach of this Agreement by Agency, except for that portion of the claims caused by the City's sole negligence. � Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction,alteration,improvement,etc.,of structure or improvement attached to real estate...)then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, its officers, officials, employees and volunteers, Agency's liability shall be only to the extent of Agency's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Agency's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver.The provisions ofthis section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any , person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law,the Agency shall not give a gift of any kind to City employees or officials. Agency also confirms that Agency does not have a business � Page 4 of 9 'a interest or a close family relationship with any`City office�or employee who:was;is, or will be involved`-in setecting�the Agency, negotiating ar administering thisAgreement, or evaluating the Agency's performance of the Work: 12. CitV of Renton Business License: The Agency shall obtain a :'City of Renton Business License priorto'performing�any Work and maintain the business license..in good standing throughout'the term of this agreement-with the City. Informatio,n regarding-acquiring a city business license can be found at: http://rentonwa.�ov/business/default.aspx?id=548&mid=328. Information regarding , ,., : . .. . .,. ; State busin�ess licensing requirements can be fourid ' at: http:/1dor.wa.�oV%content/doin�businesslre�istermvbusiness/ . 13. Insurance: Agency shall secure.and maintain: A� Comrner.cial generai 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 1Nork tlelivered pursuant to this Agreerrien't �either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be pr.ovided 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 lnsurance laws'of the State of Washington,shall also 6e secured. , D. Commercial Automobife Liabilityfor owned,leasetl,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 ofAgency'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 Adclitional Insured on its commercial general liability policy on a hon-contributory`primary basis. �The City's insurance policies shall not be a source for payment of any Agency liabilify, no,r sha'li the maintenance of any insurance required b�y this Agreement be construed to limit tlie liabitity of Agency to the coverage provide'd by such insurance or'othe"rwise timit fhe�City's reeou'rse to any �emedy available at law or in equity. ' F. Subject to the City's review and acceptance, a ce�rtificate of insurance showing the proper endorsements,shall be delivered to the City before performing the Vl/ork. G. Agencyshall provide the City'with written notice of anypolicy cancel.lation,;with'in two (2) business'daysofthe;ir receipt-of such notice. Page 5 of 9 14. Dela s: 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 Assi�ns: 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. IVotices: 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, byfacsimile 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 follawing 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: Agencys Dianne Utecht, Human Services Coordinator Maggie Breen, Executive Director 1055 5outh Grady Way 3604 NE 10th Ct. Renton, WA 98057 Renton, WA 98056 Phone: (425) 430-6655 Phone:425-238-7915 dutecht@rentonwa.gov Mbreen @standrewpc.org Fax: (425) 430-6603 Fax: Click here to enter text. 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 th_is 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 6 of 9 advertising, layoff or termination, rates of pay or other forms of compensation and selection fortrain'ing. C. If tlie 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 Counci( 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 withiri 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 11Vork 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 nori-exclusive agreement and Agency is free to provide his / her Work to other entities,so long as there is no interruption or iriterference 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 Authoritv. 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 Mana�ement. The City's project manager is Dianne Utecht. In provid'ing 1Nork,Agency shall coordinate with the City's contract manager or his/her designee. Page 7 of 9 � f t i i ! 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 a 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. Governin� 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 act'ion 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, I<ing 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 A�reement. 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-PartV 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. Assi�ns 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 8 of 9 . . _... .. . . arfiners; 5uccessors,:assi ns 'and le al re resentatives of:such other art with _ p g , g p P Y respect to all covenants of the Agreement. M. 1Naivers. Alf waivers shall be in writing and signed by:the waiving party. Either party's fa'ilure to enforce any provision of this Agreement sha[I not be a waiver and shall not _. ' prevent either the Gity or Agency from enforcing.that proVision or any other provision of this Agreement in the future: 1Naiver of breach:of:any provision of this Agreement shall not be deemed ta be a wa'iv:er of:any prior or subsequent breach unless it is _. expressly waived.irl writing. _ :: fV. Counterparts: The Parties may execute this :Agreement in. ;any. number of .: .. :: ,. c�unterparts, each of.which shall constitute an original;and all of which will together constitute th.is o,ne Agreement. : 1N 4NITRlESS.VIlHEREOF, fhe Parties haVe Voluntarily.entered in�o this Agreement as ofthe:date ;. Iast signed by the Parties below: CITY QF RENTON _ AGERIGY . . _ ; ;.! _ /, ,��/ � By: By, v. ..Gl G ' ,. . Ke ly Beyme Mag e �re.en Com_munit,y Services Administrator Executive Director, REACH , ��2� �l 7 � Date . Date _ .. App.roved as to Legal Form_ Lawrence J. Warren _ Renton City Attorney . _ . .. Ag�eerrient:Form Updated 08/30[2016 : _ . . _. . .. _ . _ . . . 9 , age o _ _ _ _ . _ _ . _ __ _ _ _.. ��`�Y o,�, Exhibit A � 2, � � �, Scope and Schedule of Work �'.���Q`� 201f-2017 Prograrn Services Agreement A jeracy.� r"� Renton Ecumenical Association of Churches (REACH) ZOi"6/20.1.7 ;� $5 000 , �utii�ie� Progra�va• � t � ��� ���t; ,; , ` `� _ ' `F :�; Severe Weather shelter � ' > �� P '����o� ���?����9 '�,�' Temporary severe weather nighttime shelter for '�' witl proat�cle, ;`�` Novemberthrough March ; �2 A:T r ,} � �, ,- , . _. � �_ s : .An��ual�Pro r.arn,Qut 'uts,, .� '` .Renta,n;;Res.�lt Area� � rc.� ..,. , "' �:: �._ Staffing hours (not to exceed) 200 Maximum number of nights 18 shelter open 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 November 2016 and April 1, 2017. This shelter will be activated by the City of Renton Community Services Administrator when low temperatures fall below 32 degrees for 24 hours or more consecutive hours 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. REACH will determine the appropriate number of staff for the shelter. The rate of reimbursement is a flat$25.00 per hour. REACH staff 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: Staffin� hours: .Conduct safety screening of those clients seeking shelter, monitor and supervise shelter clients throughout their overnight stay. Number of ni�hts the shelter is open: Each night that the city declares a severe weather condition exists and REACH opens a shelter from 8:00 pm to 7am. Budget $5,000 Personnel costs— REACH is to be reimbursed a $5,000 hourly rate of$25 The above Services shall be provided from November 15t through April 30th.