HomeMy WebLinkAboutContractDocuSign Envelope ID: 0B0E1A24-7ECA-453A-AD21-E7443514D7F0
HUMAN SERVICES AGREEMENT
CAG-_____
THIS HUMAN SERVICES AGREEMENT, dated______________, is by and between the City of
YWCA Seattle King Snohomish
AgencyThe City and the Agency are referred to collectively in this Agreement as the
, 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 fit and
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
second year of the contract is contingent upon the availability of funds to be allocated
throug
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
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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.Renton may note exceptions where
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.
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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
ory 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 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
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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
Agency seek judicial protection. Agency 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,
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
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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
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.f
the State of Washington, shall also be secured.
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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 Agency
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
F.icate of insurance showing the
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 Patricia Hayden
1055 South Grady Way, Sixth Floor 2820 East Cherry Street
Renton, WA 98057 Seattle, WA 98122
Phone: (425) 430-6655 Phone: 206-568-7850
Dutecht@rentonwa.gov phayden@ywcaworks.org
Fax: (425) 430-6603 Fax: 206-568-7851
17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Agency agrees as follows:
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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.
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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
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Maleng Regional Justice Center in Kent, King County, Washington, or its
replacement or successor.
H.Severability.
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
orce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Agency from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision
of this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
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.
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IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON YWCA
By:_____________________________ By:____________________________
Kelly Beymer Maria Chavez Wilcox
Community Services Administrator CEO
_____________________________ _____________________________
Date Date
Approved as to Legal Form
_______________________________
Shane Moloney
Renton City Attorney
Agreement Form Updated 08/30/2016
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Exhibit A
Scope and Schedule of Work
2017-2018 Program Services Agreement
Agency: YWCA Seattle King Snohomish $7,500
2017 Funding:
Program: Adult Domestic Violence Services 2018 Funding: $7,500
This funding Domestic violence community advocacy, $15,000
will provide: Total:
basic legal advocacy, support groups.
Located at the downtown Renton office.
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 Residents 20 Health and Wellness
Number of Service Horus 200
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 5 5
Number of Service Hours 50 50
2nd Unduplicated City of Renton clients served 5 10
Number of Service hours 50 100
3rd Unduplicated City of Renton clients served 5 15
Number of Service hours 50 150
4th Unduplicated City of Renton clients served 5 20
Number of Service hours 50 200
Definition of Units of Service
:
Actual time spent with a client or time engaged in phone or computer
Service Hours:
activities that benefit the client. The service is measured by an advocate tracking form in which
they record all their hours spent with a particular client.
Budget
Personnel $6,700
Non-Personnel $ 800
Admin/Indirect $500
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Travel and training $300
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.
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.
-
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.
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.
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.
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VI. Annual Outcome Data Report
Outcome data shall be submitted annually by January 15.
Services.
Outcome: 75% of clients will improve their understanding of domestic violence, increase their
access to resources and increase safety by creating safety plans.
Measurement
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
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