Loading...
AG 14-056RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: C D CS 2. ORIGINATING STAFF PERSON: � _ ,l@ l ni EXT: 3. DATE REQ. BY. 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT AN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: �",r Ck� xx /� � ED uC /�'yo(4<`•1 6. NAME OF CONTRACTOR: ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTSA*cm, WORK OR SERVICES h�g COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE El ALL OTHER REFERENCED EXHIBITS ? ❑ PROOF OF AUTHORITY TO IGN ❑ REQUIRED LICENSES Cl PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: I COMPLETION DATE: t ZI31 /Z 0 % 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY OR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001--7,3 00 — D 5 e2. `I I t� 10. DOCUMENT /CONTRACT REVIEW ❑ Ey.OltCT MANAGER IRECTOR ❑ RISK MANAGEMENT (IF AP LICAB INITIAL/ DATE REVIEWED ❑ LAW j WlG 4 ` 11. COUNCIL APPROVAL (IF APPL TE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 7 / ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 4 DATE REC'D: r7 [ ❑ ATTACK: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LIC SES, EXHIBITS ❑ LAW DEPARTMENT , 1J SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED IN AG# DATE SENT: 11/9 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www ci yoffederahvay com HUMAN SERVICES AGREEMENT FOR ANTI- TRAFFICKING EDUCATION & ADVOCACY This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Washington Engage ( "Agency "). The City and Agency (together "Parties') are located and do business at the below addresses which shall be valid for any notice required under this Agreement: WASHINGTON ENGAGE Rose Gundersen PO Box 4101 Olympia, WA 98501 360 -561 -7616 (telephone) 360 - 352 -2784 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Denise Catalano 33325 8a' Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) dense .catalano @cityoffederalway.com 1. UM The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2014 and terminating on December 31, 2014 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SEES, The Agency shall perform the services more specifically described in Exhibit "A ",.attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. =MIN *ATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. 4.2 Final Report The Agency shall submit its final report by the date indicated on Exhibit "A". The purpose ofthe Final Report is to document how the compensation paid was utilized and fulfilled the work items outlined in Exhibit "A". If the Agency's final report with supporting documentation is not submitted by the last date specified in Exhibit "A" or is not HUMAN SERVICES AGREEMENT - 1 - 4/2011 CITY OF CITY HALL , 33325 8th Avenue South ,A**�, Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cltyoffederalway.. com sufficient the City shall be relieved of all liability for payment to the Agency of the amounts set forth in this Agreement, and may make the Agency ineligible for any additional funds. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless 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 fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, 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, 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, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on 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. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses 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 this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The 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. 6. INSURAN-CE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. 6.2. No Limit of Liabilitv. Agency's maintenance of insurance as required by the agreement shall not be HUMAN SERVICES AGREEMENT - 2 - 4/2011 " CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederalway com construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement all originals and copies of any such work products in the possession of Agency shall be available for the use of both the City and the Agency. 9. BOOK ,,CORDS. The Agency agrees to maintain books, records, and documents 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 the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT AGENCY. The Parties intend that the Agency shall be an independent Agency and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, 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. 11. . It is recognized that Agency may or will be performing services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency 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 the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 12. Ey,0, ",Q,MIU , , j, EV,M OYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Agency or its subcontractors of any level, or any of those entities' employees, agents, sub - agencies, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital 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. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil HUMAN SERVICES AGREEMENT - 3 - 4/2011 &11, CtTY OF CITY HALL 33325 ,. Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaiway. com Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. 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. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. 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's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 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 above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 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 the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to HUMAN SERVICES AGREEMENT - 4 - 4/2011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvww cayoffederatway. com limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] yAA2U2 Y _,A 7 HUMAN SERVICES AGREEMENT - 5 - 4/2011 ` CITY OF CITY HALL A% Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvww Myoffederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY i a & Doherty, Direct r Community & Economic Development DATE: S' U �i WASHINGTON ENGAGE By: Printed Name: Gu2,64eA Title: � � C'�t r(J`C ^ rz COY DATE: XAtek P D /�-( STATE OF WASHINGTON ) )Ss. COUNTY OF L ATTEST: T Pk - ity Clerk, Carol McNeilly, CMC 0 APPROVED AS TO FORM: City Attorialotatricia. A Richardson On this day ersonally appeared before me �L� nr{ r,� , to me known to be the p� ,�J�u 1 ifZ��' of r•e i^ that executed the foregoing instrument, and acknowledged the said instrum t to be the fWAd voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this [7�r_ day of (4— , 20 1 Notary's signature SUSAN L. WHOU� Notary's printed name '1 NOTARY PUBLIC Notary Public in and for the State of Washington. STATE OF WASHINGTON My commission expires 2� - 2,3 COMMISSION EXPIRES AUGUST 29, 2017 HUMAN SERVICES AGREEMENT - 6 - 4/2011 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 www cityoffederaM ay.. com EXHIBIT "A" SERVICES Project Summary The Agency shall provide anti - trafficking education and outreach services in the City of Federal Way. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. A. Performance Measures 1. The Agency will create a business plan. 2. The Agency will make 100 presentations of "Deceptions" to 3,000 Federal Way students. 3. The Agency will recruit, hire and train new "Deceptions" presenters. 4. The Agency will increase community awareness through the annual "Break the Chains" 5K in May 2014 with the goal of increasing attendance by 30 to 40 percent. B. Reports and Reporting Schedule The Agency shall submit a written summary of the activities undertaken with the grant dollars no later than December 31, 2014. A copy of the business plan should be included with the report and any relevant receipts/invoices. HUMAN SERVICES AGREEMENT - 7 - 4/2011 CITY OF CITY HALL ` �. Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwwa yoffederalwaycom EXHIBIT "B" COMPENSATION Project Budget The Agency shall apply the following funds to the project in accordance with the Budget Summary. The total amount of reimbursement pursuant to this Agreement shall not exceed $6,392. A. City of Federal Way Funds Create Business Plan Up to 20% of grant total Presentation of "Deceptions" to Federal Way Schools; Balance of funds not used for Business hire and train new presenters; outreach for Break the Plan Chains 5K race. r HUMAN SERVICES AGREEMENT - 8 - 4/2011