Loading...
HomeMy WebLinkAboutContractDocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 HUMAN SERVICES AGREEMENT CAG-_____ THIS HUMAN SERVICES AGREEMENT, dated _________________, is by and between the City of Renton Kiwanis Clothes Bank AgencyThe City and the Agency are referred to collectively in this Agreement as the es, 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 are designed for the well-being of children, individuals, and families in the City of Renton; 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.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 prescribed by Renton, and pursuant to the direction of the Human Services Manager 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 he second year of the contract is contingent upon the availability of funds to be allocated 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 Page 1 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 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 binding and conclusive. 4.Compensation: A.Total Compensation 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. i.Any exception to the criteria or method must be negotiated with Renton. ii. 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 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. Page 2 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 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 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 a specified in 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 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. D.Copies of all project invoice, reports and 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: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Agency shall make a due diligent search Page 3 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 of all records in its possession or control relating to this Agreement and the Services, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Agency believes said records need to be protected from disclosure, it may, at AgencyAgency shall indemnify, defend, and litigation related to a Public Records Act request for which Agency has responsive records and for which Agency has withheld records or information contained therein, or not provided them to the City in a timely manner. Agency shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 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, losses, fines, fees, penalties, gation 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 Page 4 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 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 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, AgencyAgency It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Agency 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: 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 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 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 AgencyServices. 13.City of Renton Business License: The Agency shall obtain a City of Renton Business License prior to performing any Services and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: http://rentonwa.gov/business/default.aspx?id=548&mid=328. Information regarding State business licensing requirements can be found at: http://dor.wa.gov/content/doingbusiness/registermybusiness/ 14.Insurance: Agency shall secure and maintain: A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B.In the event that Services delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Service provided by a licensed professional or Services that requires a professional standard of care. C. the State of Washington, shall also be secured. Page 5 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of AgencyPremises by or on behalf of the City, beyond normal commutes. E.Agency shall name the City as an Additional Insured on its commercial general liability policy on a non- shall not be a source for payment of any Agency liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Agency to the coverage provided by such insurance or otherwise or in equity. F. proper endorsements, shall be delivered to the City before performing the Services. G.Agency shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 15.Successors and Assigns: Neither the City nor the Agency shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16.Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. City of Renton: Agency: Dianne Utecht Jon Pozega 1055 South Grady Way, Sixth Floor 14720 SE 224th Street Renton, WA 98057 Kent, WA 98042 Phone: (425) 430-6655 Phone: 253-261-6628 Dutecht@rentonwa.gov japozega@gmail.com Fax: (425) 430-6603 17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Agency agrees as follows: Page 6 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 A.Agency, and Agency 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 -discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D.The Agency is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18.Miscellaneous: The parties hereby acknowledge: A.The City is not responsible to train or provide training for Agency. B.Agency will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C.Agency shall furnish all tools and / or materials necessary to perform the 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. Page 7 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 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 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. project manager is Dianne Utecht. In providing Services, Agency 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 referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Agency and all of the AgencyServices 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 Page 8 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. H.Severability. A court of competent jurisdic 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 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 shall not prevent either the City or Agency from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N.Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Page 9 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON AGENCY By:_____________________________ By:____________________________ Kelly Beymer Jon Pozega Community Services Administrator President _____________________________ _____________________________ Date Date Approved as to Legal Form _______________________________ Shane Moloney Renton City Attorney Agreement Form Updated 08/30/2016 Page 10 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 Exhibit A Scope and Schedule of Work 2017-2018 Program Services Agreement Agency: Renton Kiwanis Clothes Bank $7,500 2017 Funding: Program: Renton Clothes Bank $7,500 2018 Funding: This funding Free, clean wearable clothing to needy $15,000 will provide: children and families in the community Total: Effective Year 1: January 1, 2017 December 31, 2017 Date Year 2: January 1, 2018 December 31, 2018 Annual Program Outputs: Renton Need Area: Unduplicated Renton 1100 Basic Needs for Families Residents Number of visits where 2000 individuals receive clothes 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 275 275 Number of visits where individuals receive 500 500 clothes 2nd Unduplicated City of Renton clients served 275 550 Number of visits where individuals receive 500 1000 clothes 3rd Unduplicated City of Renton clients served 275 825 Number of visits where individuals receive 500 1500 clothes 4th Unduplicated City of Renton clients served 275 1100 Number of visits where individuals receive 500 2000 clothes Definition of Units of Service: Each visit by a client receiving age and seasonally appropriate clothing is counted as one unit of service Page 11 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 Budget Personnel $7,500 annually Non-Personnel $0 The above Services shall be provided by December 31, 2017 for year one of the two-year agreement and December 31, 2018 for year two of the Agreement. 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. - audit management or cover letters provided. II. Reporting Requirements and Timeline All data and required forms shall be submitted on forms and in the manner specified by the City. Agency will include in quarterly narrative updates on search for finding a new location. III. Service Unit Report 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. Page 12 of 13 DocuSign Envelope ID: B03DC545-89CC-4C45-B14B-FCA8B3569D56 IV. Reimbursement Request This form will 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. th April 15, July 15, and October 15). The 4 quarter reimbursement request will be submitted no th later than December 27. 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 by January 15 of the following year. VI. Annual Outcome Data Report Outcome data shall be submitted annually by January 15. Services. Outcome: 98% of individuals using the RKCB will receive free age appropriate and seasonally appropriate clothing. Measurement: Staff and volunteers have been trained to collect all vouchers and record the information in a systematic manner for reporting. Report Due Date Service Unit Report and Reimbursement 15 th day following each quarter Request Final Reimbursement Request (4 th Quarter) December 27 th, 2017/December 27 th, 2018 Demographic Data Report January 15 th, 2018/January 15 th, 2019 Annual Outcome Data Report January 15 th, 2018/January 15 th, 2019 Page 13 of 13