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HomeMy WebLinkAboutCrisis Clinic GF0501 A31°7 AGREEMENT FOR SERVICES r1!Aý ( THIS AGREEMENT made and entered into this S'T'14: day of , 2005, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington, hereafter referred to as "CITY", and "CRISIS CLINIC" which is located at 1515 Dexter Avenue North, Suite 300, Seattle, Washington 98109, a non-profit corporation organized under the laws of the State of Washington. hereafter referred to as "AGENCY." WHEREAS, The AGENCY provides a valuable service to the CITY and its residents through the provision of telephone referral services through the Crisis Line; and WHEREAS, the CITY is interested in continuing support of «Agency»),. including development of additional resources and service sites, for low income Auburn n~sidents; WHEREAS, on January 7, 2003, the CITY entered into a Joint Funding Memorandum of Understanding with the cities of Burien, Des Moines, Federal Way, Kent, Renton, SeaTac and Tukwila ("Cities") to jointly fund and monitor a single contract with Crisis Clinic for Telephone Services; and WHEREAS, it is the City's responsibility to enter into an agreement with Crisis Clinic on behalf of the Cities which are party to said Memorandum of Understanding; NOW, THEREFORE, In consideration of the covenants and conditions of this Agreement, the parties agree as follows: I. PURPOSE. The purpose of this Agreement is to provide for an appropriation to the AGENCY for providing services as set forth in Exhibit 1 through 3, and incorporated herein by this reference as if fully set forth, to the Cities' residents during the 2005 term. This support is -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page I 0[9 _.._.__...._.,._-_...._._.~_.._._.._~_.~ in recognition of the fact that the demand for the services delivered by the AGENCY continues to rise. II. SCOPE OF SERVICES. A. The parties agree and understand that the AGENCY agrees to provide services. as described in Exhibits 1 through 3. which may include development of new resources. to callers and clients from the Cities. Services to be provided are set forth in Exhibits 1 through 3 to this agreement, and incorporated herein by this reference as if fully set forth. B. The Agency agrees to provide at a minimum the services outlined in the Exhibits. Said services are to be completed no later than December 31, 2005. III. TERM. The term of this Agreement shall commence on January 1. 2005 and shall expire on December 31. 2005. IV. PERFORMANCE REPORTS AND COMPENSATION A. The AGENCY shall provide to the City within 15 days of the close of each calendar quarter a status report containing program statistics regarding the type, and level of services provided to the Cities, as well as financial information pertaining to the contract agreement and expenditures. The City of Auburn will then forward that information to the other participating Cities. The final report, which may include ,estimated service levels, shall be submitted no later than December 12. 2005. Format and contents of these reports are set forth in Exhibits 1 to 3 to this Agreement, which are incorporated herein by this reference. B. As full and total payment for the services provided under this Agreement. the CITY agrees to pay the AGENCY the total amount of $50,285 as set forth in Exhibit 1. The -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page 2 0[9 - -- ------.---- CITY will pay an amount equal to one-quarter of the total amount within thirty (30) days following the CITY's receipt of quarterly invoices. The required format and content of quarterly invoices is set forth in the Exhibits to this Agreement, and is incorporated herein by this reference. VI. INDEMNIFICATION. The AGENCY agrees to defend, indemnify, and hold harmless th'e CITY, its elected and appointed officials, employees and agents from and against any and all claims, demands and/or causes of action of any kind or character whatsoever arising out of or relating to services provided by the AGENCY, its employees. volunteers or agents concerning any and all claims by any persons for alleged injury or damage to persons or property to the extent caused by the negligent acts, errors or omissions of the AGENCY, its employees, volunteers or agents or representatives. In the event that any suit or claim for damages based upon such claim. action. loss or damage is brought against the CITY, the AGENCY shall defend the same as its sole costs and expense; provided that the CITY retains the right to participate in said suit if any principle of governmental or public law is involved; and if final judgment be rendered against the CITY and/or its officers, elected officials. agents and employees or any of them or jointly against the CITY and the AGENCY and their respective officers, agents. volunteers. employees or any of them. the AGENCY shall fully satisfy the same and shall reimburse the CITY any Gosts and expense which the CITY has incurred as a result of such claim or suit. The provisions of this section shall survive the expiration or termination of this Agreement. -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5,2005 Page 3 0[9 -- VII. INDEPENDENT CONTRACTOR/ASSIGNMENT. The parties agree and understand that the AGENCY is an independent contractor and not the agent or employee of the CITY and that no liability shall attach to Ithe CITY by reason of entering into this Agreement except as provided herein. The services required under this Agreement may not be assigned or subcontracted by the AGENCY without the prior written consent of the CITY. VIII. INSURANCE. The AGENCY shall procure ánd maintain for the duration of this Agreement insurance against claims for injuries to persons or property which may arise from or in connection with services provided by the AGENCY. it agents, employees or volunteers under this Agreement. The AGENCY agrees to provide comprehensive gene,ral liability insurance and shall maintain liability limits of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit coverage per occurrence for bodily injury, personal injury and property damage. Where professional services are provided as part of the services rendered pursuant to this Agreement, as shown in Exhibit 1, the AGENCY shall also provide and maintain professional liability coverage including errors and .omissions coverage in the minimum liability amount of ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence for bOdily injury. personal injury and property damage. Any deductibles or self insured retentions in either pOlicy must be deiclared to and approved by the CITY. At the option of the CITY either: The insurer shall reduce or eliminate such deductibles or self insured retentions as respects the CITY. its officials and employees; or, The AGENCY shall procure a bond guaranteeing payment of losses and -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page 40[9 related investigations. claim administration and defense expenses. The policies are to contain or be endorsed to contain the following provisions: 1) GENERAL LIABILITY COVERAGE: The CITY, its elected and appointed officials. employees and agents are to be covered as additional insureds as respects: Liability arising out of sIJrvices and activities performed by or on behalf of AGENCY. its employees, agents and volunteers. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its elected and appointed officials, employees or agents. 2) GENERAL LIABILITY AND PROFESSIONAL LIABILITY COVERAGE~!.;, (a) The AGENCY's insurance coverage shall be primary insurance as reispects the CITY, its officials, employees and agents. Any insurance or self insurance maintained by the CITY, its officials, employees or agents shall be in excess of the AGENCY's insurance and shall not contribute with it. (b) Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the CITY. its officials. employees or agents. (c) Coverage shall state that the AGENCY's insurance shall apply separately to each insured against whom claim is bought or suit is brought e)(cept with respect to the limits to the insurer's liability. (d) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled. reduced in coverage, or in limits except after thirty (30) days prior written notice by certified mail return receipt requested has been given to the CITY. The AGENCY agrees to -------------------------------------- Reso. No. 3592 GF050l: Crisis Clinic May 5,2005 Page 5 0[9 --- ....-.- - provide copies of the Certificates of Insurance to the CITY at the time that this Agreement takes effect. (e) The AGENCY shall furnish the CITY with Certificates of Insurance and with original endorsements affecting coverage required by this clause. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The CITY reserves the right to require complete. certified copies of all required insurance policies at any time. (f) The AGENCY shall include all volunteers. employees and agents under its policies or shall furnish separate certificates and endorsements for each. All coverages for volunteers shall be subject to all the requirements stated herein. IX. NONDISCRIMINATION. The AGENCY shall not discriminate under any services or programs to which this Agreement may apply directly or through contractual or other arrangements on the grounds of race, color. creed, religion, national origin. sex, age, or the presence of any sensory. mental or physical handicap. X. BOOKS AND RECORDS. The AGENCY agrees to maintain separate accounts and records in a';cordance with State Auditor's procedures, including personnel. property, financial and pro¡ rammatic records which sufficiently reflect direct and indirect costs and services performed under this Agreement. The AGENCY agrees to maintain all books and records relating to this Agreement for a period of three (3) years following the date that this Agreement is expired -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page 6 0[9 or otherwise terminated. The parties agree that the CITY OF AUBURN may inspect such documents upon good cause at any reasonable time within the three (3) year period. XI. TERMINATION OF AGREEMENT. This Agreement may be terminated by either party upon ten (10) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the other. XII. GENERAL PROVISIONS. A. The AGENCY agrees to submit a report to the CITY no later than December 12, 2005, describing the progress and activities performed for the Program Year 2005 under its scope of services. B. This Agreement shall be governed by the laws. regulations and ordinances of the City of Auburn, the State of Washington, and County of King and where applicable, Federal laws. C. The CITY and the AGENCY respectively bind themselves, their successors, volunteers, assigns and legal representatives to the other party to this Agreement and with respect to all covenants to this Agreement. D. This Agreement represents the entire and integrated Agreement between the CITY and the AGENCY and supersedes all prior negotiations. This Agreement may be amended only by written instrument signed by both the CITY and the AGENCY. -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5. 2005 Page 7 0[9 E. Should it become necessary to enforce any term or obligation of this Agreement, then all costs of enforcement including attorneys fees and expenses and court costs shall be paid to the substantially prevailing party. F. The AGENCY agrees to comply with all local, state and feideral laws applicable to its performance under this Agreement. -------------------------------------- Reso. No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page 8 0[9 ~kJ City Clerk ~C~A~:~; PETER B. LEWIS MAYOR BY: CRISIS CLINIC /!.aartu- ~/;;;:.) ~.4/~ TITLE: STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this S-IA. day of f-I~ . 2005. before me. the undl~rsigned. a Notary Public in and for the State of Washington. personally appeared *:HJ~fJ." So ¡JH.IAJ i/':. t... , to me known to be the Executive Director of Crisis Clinic. the non-profit corporation that executed the within and foregoing instrument. and acknowledged said instrument to be the free and voluntary act and deed of said non-profit corporation for the uses and purposes therein mentioned. and on oath stated that he/she is authorized to execute said instrument on behalf of said non-profit corporation. IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official sE!althe date hereinabove set forth. ~újnM NOTARY PUBLIC in an~~ State of hoA Washington. residing in "~¥2 IN'fT MY COMMISSION expires: . .. Ú1 -------------------------------------- Reso, No. 3592 GF050 I: Crisis Clinic May 5, 2005 Page 90f9 "---~---_._---.-"_.__._--._...- ---- -.-- -"~--.-