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HomeMy WebLinkAbout5140 RESOLUTION NO.5 1 4 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE A HUMAN SERVICES AGREEMENT BETWEEN THE CITY OF AUBURN AND PUBLIC HEALTH — SEATTLE & KING COUNTY TO FUND THE AUBURN PUBLIC HEALTH CENTER IN 2015-2016 WHEREAS, the City of Auburn (the "City"), shares a deep concern with its neighboring cities, with its tribal partners, and with the residents of south King County that a public health safety net must be maintained to serve the disadvantaged members of the community, as affirmed in the City Council's Resolution No. 5099 adopted September 2, 2014; and WHEREAS, King County contemplated closure of the Auburn Public Health Center, operated in the City by Public Health — Seattle & King County, as a result of budget shortfalls said to be experienced by King County for the 2015-2016 biennium; and WHEREAS, the City has worked diligently to marshal support of its neighboring cities, its business community and the Muckleshoot Indian Tribe to fund continued operation of the Auburn Public Health Center for the 2015 and 2016 calendar years; and WHEREAS, King County has presented the City with a proposed Human Services Agreement for Public Health Center for the 2015 and 2016 calendar years, a copy of which is attached hereto and incorporated herein, and WHEREAS, the City believes that supporting continued funding and operation of the Auburn Public Health Center and other similar clinics in south King County is ---------------- Resolution No. 5140 March 31, 2015 Page 1 of 2 appropriate and necessary in 2015 and 2016 to maintain the important health services offered by these facilities to the community's low income residents. .NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RESOLVES as follows: Section 1. The City Council approves the City's entry into the attached Human Services Agreement for Auburn Public Health Center, and Section 2. The Mayor is authorized to enter into the attached Human Services Agreement for Auburn Public Health Center, or a substantially similar agreement, and to implement such other administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this day of ' 2015. CITY F AUBUR ATTEST: /-",A lt/ak v Xa c` s ANCY BACKUS, MAYOR Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. Heid, City Attorney neey� ---------------- Resolution No. 5140 March 31, 2015 Page 2 of 2 HUMAN SERVICES AGREEMENT FOR AUBURN PUBLIC HEALTH CENTER i This Human Services Agreement ("Agreement") is made between the City of Auburn, a Washington municipal corporation ("City"), and Public Health— Seattle& King County, a local government ("County"). The City and County (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: Public Health— Seattle & King County CITY OF AUBURN: Jerry DeGrieck Michael Hursh 401 5th Avenue, Suite 1000 25 West Main Street Seattle, WA 98104 Auburn, WA 98001 (206) 263-1330 (253) 804-5029 Jerry.degrieck@kingcounty.gov mhtirsh@aubumwa.gov WHEREAS King County experienced a significant budget deficit for the 2015-2016 biennium and was contemplating the closure of the Auburn Public Health Center; WHEREAS the city of Auburn desires to provide funding for King County to maintain its existing operations at the Auburn Public Health Center and its satellites; The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2015 and terminating on December 31, 2016 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the County. 2. SERVICES. The County shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), performed in a satisfactory manner. The County 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.A list of services offered at the facility shall be available for inspection by the City, but the making (or failure or delay in making) such inspection shall not relieve County of responsibility for perfornance 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. TERMINATION. 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 County fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for fiuther City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services,'the City shall pay the County $220,000 paid out in lump sum upon execution of the agreement as delineated in Exhibit "B", attached hereto and incorporated by this reference. The County shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. 4.2 Method of Payment. Upon execution County will submit an invoice and the city will pay within 45 days. 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. i i I 5. INDEMNIFICATION. 5.1 County Indemnification. The County represents to the City that the County has competent, trained staff and where necessary, professional staff to render the services to be performed under this Agreement. The County agrees to indemnify,hold harmless and defend the City,its elected officials, officers, employees,agents, and volunteers from any and all claims, demands, losses, actions and liabilities (including costs, expenses and all reasonable attorneys' fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with the Agreement to the extent caused by the negligent acts, errors or omissions of the County, its partners, shareholders, agents, employees,or by the County's breach of this Agreement. 5.2 Industrial Insurance Act Waiver. The County waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. The County's indemnification shall not be limited in any way by any limitation of the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts,disability benefit acts or any other benefits acts or programs. 5.3 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. INSURANCE.The County agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the County, 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. Self-Insurance Program. King County, a charter county government under the constitution of the State of Washington, hereinafter referred to as "County", maintains a fully funded Self-Insurance program as defined in King County Code 2.12 for the protection and handling of the County's liabilities including injuries to persons and damage to property. The City acknowledges, agrees and understands that the County is self-funded for all of its liability exposures. The County agrees, at its own expense, to maintain, through its self-funded program, coverage for all of its liability exposures for this Agreement. The County agrees to provide the City with at least 30 days prior written notice of any material change in the County's self-funded program and will provide the City with a certificate of self-insurance as adequate proof of coverage. The City further acknowledges, agrees and understands that the County does not purchase Commercial General Liability insurance and is a self-insured governmental entity; therefore the County does not have the ability to add the City as an additional insured. 6.2. No Limit of Liability. City's acknowledgement of County's fully funded self-insurance program shall not be construed to limit the liability of the County to the coverage provided by such program,or otherwise limit the City's recourse to any remedy available at law or in equity. The County's self-insurance program 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 County'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. 9. BOOKS AND RECORDS. The County agrees to maintain books, records, and documents which sufficiently and properly support 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 County shall be an independent Agency and that the County 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 County 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. County shall take all necessary precautions and shall be responsible for the safety of its employees, agents, i 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 County's own risk,and County shall be responsible for any loss of or damage to materials,tools, i or other articles used or held for use in connection with the work. The County 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 County, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. County confirms that County 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 County's selection, negotiation, drafting, signing, administration,or evaluating the County's performance. 12. EQUAL OPPORTUNITY EMPLOYER. 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 County 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. County shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil 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 County 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 County 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. 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 County'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 i 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 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 County 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. 13.6 Contract Amendments. Either party may request changes to this Contract. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Contract. 13.7 No Third Party Beneficiaries. Except for the parties to whom this Contract is assigned in compliance with the terms of this Contract, there are no third party beneficiaries to this Contract, and this Contract shall not impart any rights enforceable by any person or entity that is not a party hereto. [Signature page follows] IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF AUBURN ATTEST: I Nancy Backu Cit y- Clerk, Dani Daskam Mayor APPROV AS T FORM: DATE: APR 2 P 2015 City Attorney, Dan Heid Public Health - Seattle & King County By: Printed Name: Title: DATE: EXHIBIT "A" SERVICES Project Summary The County shall maintain existing operations at the Auburn Public Health Center and its satellites and will use the funds to provide uncompensated care. The County shall ensure that services provided with funding under this Agreement are made available to Auburn residents. The services provided at Auburn Public Health Center include: • Maternity Support Services (MSS) and Infant Case Management(ICM) • Special Supplemental Nutrition Program for Women, Infant and Children(WIC) • Family Planning and Health Education Public Health's Community Health Services (CHS)Division operates the Public Health Centers and CHS will continue to focus on improving productivity and achieving visit targets at all of the Public Health Centers. The King County adopted budget for the 2015-2016 biennium contains funding to maintain the Auburn Public Health Center and its satellites through December 31, 2016. Public IIealth staff will be available to present information to the Auburn City Council at a mutually agreeable time. A. Project Files The County shall maintain files for this project containing the following items: 1. A copy of this Agreement and any amendments. 2. Copies of all invoices and reports submitted to the City for this project. B. Reports and Reporting Schedule The County shall collect and report performance data to the City quarterly and annually on the total number visits by program and zip code delivered by the Auburn Public Health Center and its satellites. i EXHIBIT"B" I COMPENSATION Project Budget The City shall provide the following funds as consideration to complete the Scope of Work. The total amount of reimbursement pursuant to this Agreement shall be fixed at $220,000 paid out in a lump sum upon execution of this agreement. The County shall submit a Reimbursement Request in the format requested by the City. 1 i