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HomeMy WebLinkAbout7549025 Valley Cities Behavioral Health Resource Navigator - DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 CITY OF AUBURN AGREEMENT FOR SERVICES Valley Cities Behavioral Health Resource Navigator THIS AGREEMENT is made and entered into on this 18th of March 2024, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and VALLEY CITIES BEHAVIORAL HEALTH ("Provider"). In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described in Exhibit A to this Agreement. The Provider will be responsible for providing work products and services of a quality and professional standard acceptable to the City. Without additional compensation, the Provider will correct or revise any negligent errors, omissions or other deficiencies in any required plans, designs, drawings, specifications, reports and/or other services, whether during or after the Term of this Agreement. The City's approval of Provider's services will not in any way relieve the Provider of responsibility for service accuracy and adequacy. 2. Additional Services The Parties will amend this Agreement if additional services are required beyond those specified in Exhibit A and/or included in the compensation amount for this Agreement. An amendment must be written and agreed to by the Parties before Provider performs any additional services, and it must specify the nature, scope, and payment terms for the additional services. If the time period for completing additional services makes the advance signing of an amendment impractical, the Provider agrees to perform only the additional services requested in writing by an authorized City representative pending the signing of an Amendment as set forth in this Section. The invoice procedure for any additional services is described in Section 4 of this Agreement. 3. Provider's Representations & Qualifications The Provider represents and warrants that it has all required licenses, certifications, and qualifications to perform the services in this Agreement. Provider represents that its signatory to this Agreement has the requisite legal authority to bind Provider to the terms and conditions of this Agreement. 4. Compensation a. As compensation for the Provider's performance of this Agreement, the City will pay the Provider a fee of$80 per hour based upon Provider's estimate of 4 hours of service per week. The City's payments will fully compensate Provider for work performed/services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary for Provider to complete the work. The Provider shall pay all "out-of-pocket" expenses. [contract number] Date Page 1 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 b. The Provider will submit monthly invoices or statements to the City detailing the time spent on Exhibit A tasks. Upon its acceptance of the invoice or statement, the City will process it in its next billing/claim cycle and will remit payment to the Provider (subject to any conditions or provisions in this Agreement or an Amendment). Provider will submit copies of any documents supporting an invoice or statement to the City upon request. c. The not-to-exceed amount for this agreement is $ 10,000 The Provider will not undertake any work or otherwise financially obligate the City in excess of this not-to-exceed amount without the City's advance written authorization. d. City payments to the Provider after the current year are contingent on available funds. 5. Time for Performance, Term, and Termination of Aareement a. The Provider will begin no work under this Agreement until authorized by the City in writing. The term of this Agreement commences on the date that the last party signs it (as reflected on the signature page). Once commenced, Provider shall complete the performance of all services in Exhibit A on or before June 29, 2024, unless the Parties otherwise agree in writing. b. Termination for cause. Either party may terminate this Agreement for cause with written notice to the other party. A termination is "for cause" if a party substantially fails to perform in accordance with the terms of this Agreement through no fault of the other party. The notice will specify the termination reason(s) and its effective date. If the City terminates this Agreement for cause, all City payments otherwise due to Provider will be suspended and the City will have no further obligations to Provider. c. Termination for Convenience. The City may terminate this Agreement for convenience upon at least 7 days' written notice to the Provider. The notice shall contain the termination effective date. If the termination is through no fault of the Provider, the City will compensate Provider for services performed up to the termination effective date in accordance with the Exhibit B compensation rate. This compensation will fully satisfy the City's obligations under this Agreement and will discharge the City from any further obligations and liabilities to the Provider (including any Provider claims of anticipated profits or other consequential damages resulting from the termination). d. Upon receipt of any termination notice, the Provider will promptly discontinue all services and deliver to the City all data, drawings, specifications, reports, summaries, and such other information and materials the Provider has accumulated, prepared, or obtained in performing this Agreement (whether fully or partially completed). [contract number] Date Page 2 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 e. The rights and remedies in this Section do not exclude any other legal or equitable rights or remedies available to the City. 6. Ownership and Use of Documents The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials that the Provider creates or prepares in performing this Agreement (the "Work Products"). The City may use these work products for any lawful purpose. Provider acknowledges that this Agreement and the work products are public records subject to RCW 42.56 unless exempt from public records disclosure requirements. The Provider agrees to fully assist the City in identifying, locating, and copying any records Provider possesses that the City determines in its sole discretion are responsive to a Public Records request. 7. Records Inspection and Audit All City payments are subject to adjustment for any amounts found upon audit or otherwise to have been improperly invoiced. The City may inspect and audit any Provider records and books of account pertaining to any work performed under this Agreement for up to 3 years after the City's final payment to Provider. If any litigation, claim, dispute, or audit is initiated before this 3-year period expires, Provider shall retain all records and books of account for any work performed under this Agreement until final resolution of any such litigation, claim, dispute, or audit. 8. Continuation of Performance If any dispute or conflict arises between the parties while this Agreement is in effect, the Provider agrees to cooperate and continue in good faith toward successful completion of its responsibilities under this Agreement notwithstanding such dispute or conflict. 9. Independent Contractor The Provider will perform the services as an independent contractor and will not be deemed by virtue of this Agreement or the performance of it to be in a partnership, joint venture, employment, or other relationship with the City. Nothing in this Agreement creates any contract relationship between the City and the Provider's employees, agents, or subcontractors. 10. Administration of Agreement This Agreement will be administered by Deborah Mulein, on behalf of the Provider, and by The Auburn Senior Center Manager on behalf of the City. 11. Notices Notices or communications permitted or required under this Agreement will be written and delivered to the following addresses: Notice to the City: Notice to Provider: Radine Lozier Deborah Mulein City of Auburn Valley Cities Behavioral Health 808 Ninth Street SE 2704 I ST NE Auburn, WA 98002-6233 Auburn, WA 98002 [contract number] Date Page 3 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 Either party may change its above address by giving written notice to the other party. Notices to non-parties will be delivered as designated by a party to this Agreement. 12. Insurance a. The Provider will, at its sole expense, procure and maintain for the duration of this Agreement and for 30 days thereafter insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Provider, its agents, representatives, or employees. b. Provider's maintenance of insurance as required by the Agreement will not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. c. The Service Provider will obtain insurance of the types described below: (i) Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form CA 00 01 (provider may use a substitute form providing equivalent liability coverage). Provider will maintain automobile insurance with minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. (ii) Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. Commercial General Liability insurance will be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. (iii) Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. (iv) Professional Liability insurance appropriate to the Provider's profession with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. d. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or self- insurance pool coverage maintained by the City will be excess of the Provider's insurance and will not contribute with it. [contract number] Date Page 4 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 e. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. f. The Provider will furnish the City with original certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. g. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors' coverage be submitted to the City at any time. The City may withhold payment if the Provider does not fully comply with this request. h. If the Provider maintains higher insurance limits than the minimums shown above, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Provider, irrespective of whether such limits maintained by the Provider are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Provider. i. The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Provider to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five (5) business days' notice to the Provider to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the City's sole discretion, offset against funds due the Provider from the City. 13. Indemnification/Hold Harmless a. Except for injuries and damages caused by the sole negligence of the City, the Provider will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its subcontractors, made in the performance of this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. b. However, 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 Provider and the City, its officers, officials, employees, and volunteers, the Provider's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Provider's negligence. [contract number] Date Page 5 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 c. If is further specifically and expressly understood that this indemnification constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section will survive the expiration or termination of this Agreement. d. The provisions of this section were separately and mutually negotiated by the parties. 14. Assignment Neither party to this Agreement may partially or wholly assign any right or obligation in it without the other party's prior written consent. No assignment or transfer of any interest under this Agreement will release the assignor from any liability or obligation under this Agreement, or cause any such liability or obligation to be reduced to a secondary liability or obligation. 15. Nondiscrimination The Provider may not engage in any unfair practice identified in RCW 49.60.180 and/or 42 U.S.C. §2000e-2 in the performance of any services or activities under this Agreement (either directly or through contractual, hiring, or other arrangements). 16. Amendment. Modification and Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement will be valid or effective unless written and signed by the party to be bound (or the party's authorized representative), specifying the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party will not affect or impair that party's rights arising from any default by the other party. 17. Parties in Interest This Agreement will bind (and its benefits and obligations will inure to) the parties and their respective successors and assigns. This section will not permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party (including contractors, sub-contractors and sureties). 18. Force Maieure Delays in performing this Agreement will be excused to the extent caused by acts outside a party's control, such as fires, cyber/ransomware attacks, earthquakes, floods, explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes or lockouts, and state or federal government emergency orders. 19. Applicable Law This Agreement and the rights of the parties under it will be governed by the laws, regulations, and ordinances of the City, King County, and the State of Washington. Venue for actions involving this agreement will be in the county where the property or project is located, or in King County if not site specific. An applicable statute of limitation will commence no later than the Provider's substantial completion of the services in this Agreement. [contract number] Date Page 6 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 20. Captions. Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will not act to limit the scope of their particular paragraph or section. Where appropriate, the singular will include the plural (and vice versa), and masculine, feminine and neuter expressions will be interchangeable. This Agreement has been drafted by mutual agreement of the parties, and it will be interpreted and/or constructed without regard to its drafter. 21. Severable Provisions Each provision of this Agreement is intended to be severable. The illegality or invalidity of any provision in this Agreement will not affect the validity of the Agreement's remaining provisions. 22. Entire Agreement This Agreement (together with any subsequent amendments or addendums) contains the entire understanding of the parties regarding its subject matter, and it supersedes all prior oral or written representations, agreements and understandings between the parties. No other oral or written understandings regarding this Agreement shall bind any party. 23. Counterparts This Agreement may be executed in multiple counterparts, with each counterpart being one and the same Agreement, and the Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN VALLEY CITITES BEHAVIORAL HEALTH DocuSigned by: DocuSigned by: 3/18/2024 SU,aU, Q� rt�aL UI/ V4/. t5bt5 Ht3H`Jbbb4JV. Nancy I'acKus, Mayor Signature Name: Shekh Title: CEO Date: 3/1/2024 Approved as to form: c—DocuSigned by: 65t,S Lt, 3/13/2024 Larry oesciie, Acting City Attorney Signature Name: Title: Date: [contract number] Date Page 7 of 8 DocuSign Envelope ID: 1335CE65-CADD-4061-8502-ECB9BD9B1644 EXHIBIT A Scope of Services: Services provided from March 1, 2024—June 30, 2024 City of Auburn to provide: • $80 per hour over the course of March 1 —June 30, 2024, payable via invoices received by VCBH for services rendered. • Equipment needed for Resource Navigator • Confidential meeting room for VCBH staff members for private meetings and counseling appointments. • Forms and materials to assist in data collection on the seniors using the services of VCBH. • Promote the availability of the VCBH Resource Navigator via marketing materials, including, but not limited to, the quarterly brochure, flyers, referrals City of Auburn web site and social media sites. Valley Cities Behavioral Health (VCBH) • On-Site Resource Navigator at 1 of the 3 sites of the South King County Senior Centers and Resources Hub; the Auburn Senior Activity Center, The Pacific Senior Center and the Federal Way Senior Center and Food Bank. The Resource Navigator will work with work with the senior population, ages 55 plus and Veterans of all ages. • Service may include case management; individual counseling appointments, senior homelessness, and other support groups as identified and needed. Potential schedule: o Individual counseling/case management appointments: 2-4 per week, 1 hour each. • Specific hours will be as agreed by the parties. • Identify and coordinate a variety of available services necessary to assist seniors in maintaining independent living; provide supportive counseling and advocacy for clients; and monitor and verify services provided to each client by outside referrals. • Empower Seniors/Veterans regarding their health, safety, independent living, and overall quality of life. • Collect data per the South King County Senior Centers and Resources Hub on the Seniors/Veterans using the services. • Documentation of all client interactions via Casebook according to South King County Senior Centers and Resources Hub guidelines. • Provide invoices to the City of Auburn for payment of services rendered. [contract number] Date Page 8 of 8