HomeMy WebLinkAbout20-031 - Hopelink - Regional Mobility Grant Program (RMG) Subcontract Agreement01
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City
of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
CONTRACT FOR SERVICES
20-031
Contract Number: Council Approval N/A
This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter
optional municipal code city hereinafter referred to as "the City," and Hopelink, hereinafter referred to as
"the Contractor," whose principal office is located at 8990 154th Avenue NE, Redmond, WA 98052.
WHEREAS, the City has determined the need to have certain services performed for its citizens
but does not have the manpower or expertise to perform such services; and
WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms
and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties
hereto agree as follows:
1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as if
fully set forth. In performing such services, the Contractor shall at all times comply with all Federal,
State, and local statutes, rules and ordinances applicable to the performance of such services and the
handling of any funds used in connection therewith. The Contractor shall request and obtain prior
written approval from the City if the scope or schedule is to be modified in any way.
2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered
according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this
reference. The total amount to be paid shall not exceed $22,000.00.
3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the
maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City
whenever the Contractor desires to amend its budget in any way.
4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing
February 1, 2020, and ending May 31, 2021, unless sooner terminated under the provisions
hereinafter specified.
5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with
respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties hereto. Neither
Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees
by virtue of the services provided under this Agreement. 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 the
Contractor, or any employee of the Contractor.
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CA Revised December 2016 Page 1 of 7
6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, agents,
Officim|a, employees and volunteers harmless from any and all claims, injuries, damages, losses or
suits including attorney fees, arising Out of or in connection with the performance of this Agreement,
except for injuries and damages caused bythe sole negligence Dfthe Public Entity.
Should court ofcompetent jurisdiction determine that this Agreement b;subject
then, iOthe event mfliability for damages arising out of bodily ns or damages to property
caused by or resulting from the concurrent negligence of the Contractor and the Public EDUb/, its
uM1ce[S. OYOCi8|o. employees, and volunteers, the Contractor's liability hereunder shall be only to the
extent of the CnOt[8CtO['G negligence. It is further specifically and expressly understood that the
ind8nlDiUC8UOD provided herein CDDSUtuteS the Contractor's waiver of immunity under Industrial
Insurance, Title 51RCVV.solely for the purposes ofthis indemnification. This waiver has been mutually
negotiated by the parties. The pn}ViGiDDG of this section shall survive the expiration or termination of
this Agreement.
7. Insurance. The Contractor ahoU procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons ordamage tD property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives, employees or
Subcontractors. CoO1nBC[Or's nneiOhonanog of insurance, its scope of coverage and |i[Dii8 as required
herein shall not be construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the Ci[y'8 n8oVunug to any remedy available at |axv or in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits
described below:
1. Automobile Liability insurance with 8 rninirnunn combined single |irnU for bodily injury and
property damage of $1.000.000 per accident. /\utDnnpbi|8 |iGbi|dv insurance shall cover all
owned, OOD-DvvDed.hired and leased vehicles. Coverage shall bewritten onInsurance Services
Office (|S(]) hDrDl CA OU 01 or a eubaU1u&* form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability coverage.
2. Commercial GeDBn8| Liability insurance with limits no less than $1.000.000each occurrence,
$2.O00.00general aggregate and $2.00.00Oprod ucts-completedoperations aggregate limit.
Cornrnenja| General Liability insurance shall be written on ISO occurrence form CG OO 01 and
shall cower liability arising from pnerniSes. OpBn@bonG, independent con1ngc[ors, products -
completed operations, eimp gap |iobi|i1y, personal injury and advertising injury, and liability
assumed under an insured contract. The Commercial General Liability insurance shall be
endorsed to provide the Aggregate Per Project Endorsement |S{} form CG 25 03 11 85 or on
equivalent endorsement. Thong shall be no endorsement or modification of the Commercial
General Liability Insurance for liability arising from exp|oaimn, collapse orunderground property
dG0@Q9. The City ah@|| be nomad as an insured under the Contractor's Commercial General
Liability iDGun@DQe policy with respect to the vvO[h p8rfO[rO8d for the City using |@O Additional
Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Op8r8UODS
endOmSemontCG 20 37 10 01 or substitute endorsements providing equivalent coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
CARevised December 2O1G Page 2cf 7
B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with
it.
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of
the work. Upon request by the City, the Contractor shall furnish certified copies of all required
insurance policies, including endorsements, required in this Agreement and evidence of all
subcontractors' coverage.
E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance
coverage and limits required, if any, to be obtained by subcontractors, which determination shall
be made in accordance with reasonable and prudent business practices.
F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy cancellation, within two business days of their receipt of such
notice.
G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as
required shall constitute a material breach of contract, upon which the City may, after giving five
business days' notice to the Contractor to correct the breach, immediately terminate the contract
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 sole discretion
of the City, offset against funds due the Contractor from the City.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs of any
nature expended and services performed in the performance of this Agreement and other such
records as may be deemed necessary by the City to ensure the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless
permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter
40.14 and by the City.
9. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the
presence of any disability, or any other protected class status under state or federal law, in the
selection and retention of employees or procurement of materials or supplies.
10. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the
services contemplated by this Agreement without the written consent of the City.
11. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents
the entire and integrated Agreement between the City and the Contractor and supersedes all prior
CA Revised December 2016 Page 3 of 7
negotiations, representations, or agreements written or oral. No amendment or modification of this
Agreement shall be of any force or effect unless it is in writing and signed by the parties.
12. Severability and Survival. If any term, condition or provision of this Agreement is declared void or
unenforceable or limited in its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which
by their sense and context are reasonably intended to survive the completion, expiration or cancellation
of this Agreement, shall survive termination of this Agreement.
13. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature
line below.
14. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and
agree that venue shall be properly laid in King County, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit.
15. General Compliance Assurance. The Contractor agrees to comply with all instructions as prescribed
in the Regional Mobility Grants Program Guidebook, hereinafter referred to as "Guidebook", and any
amendments thereto, which by this reference is fully incorporated herein. The Contractor agrees that
the City, and/or any authorized City representative, shall have not only the right to monitor the
compliance of the Contractor with respect to the provisions of this Agreement but also have the right
to seek judicial enforcement with regard to any matter arising under this Agreement.
16. Assignments and Subcontracts.
Unless otherwise authorized in advance and in writing by the City, the Contractor shall not assign any
portion of the Project as outlined in Exhibit A or execute any contract, amendment, or change order
thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities
under this Agreement.
17. Reports.
A. The Contractor shall prepare quarterly reports regarding services provided pursuant to this
Agreement and other related information as prescribed in the Guidebook, and any amendments
thereto, whichever is applicable, or as requested by the City. Due to Legislative and City reporting
requirements, any required quarterly progress reports shall be submitted for the duration of the
Agreement period regardless of whether the underlying funding sources have been exhausted.
Post -grant annual performance reporting may also be required as prescribed in the aforementioned
guidebook. Those reports include, but are not limited to:
1. Narrative Progress Report
2. Financial Status/Summaries of the Project.
B. If the project is receiving Transit Coordination, Tier or Regional Mobility grant funds, in addition to
the requirements from subsection A, the Contractor shall submit a mutually agreeable Performance
Measurement Plan to the City.
C. Remedies for Misuse or Noncompliance. The Contractor shall not use the Project or any part
thereof in a manner different from that described in Exhibit A of this Agreement. If the City
determines that the Project has been used in a manner different from, Exhibit A of this Agreement,
the City may direct the Contractor to repay the City the State funded share of the "Project Costs."
CA Revised December 2016 Page 4 of 7
The City may also withhold payments should it determine that the Contractor has failed to comply
with any provision of this Agreement.
18. No Obligation bv the City Government. No contract between the Contractor and its subcontractors
shall create any obligation or liability for the City with regard to this Agreement without the City's specific
written consent, notwithstanding its concurrence in, or approval of, the award of any contract or
subcontract or the solicitations thereof.
19. Personal Liability of Public Officers. No officer or employee of the City shall be personally liable for
any acts or failure to act in connection with this Agreement, it being understood that in such matters
they are acting solely as agents of the City.
20. Ethics.
A. Relationships with Employees and Officers of the City. The Contractor shall not extend any
loan, gratuity or gift of money in any form whatsoever to any employee or officer of the City, nor
shall Contractor rent or purchase any equipment and materials from any employee or officer of the
City.
B. Employment of Former City Employees. The Contractor hereby warrants that it shall not engage
on a full-time, part-time, or other basis during the period of this Agreement, any professional or
technical personnel who are, or have been, at any time during the period of this Agreement, in the
employ of the City without written consent of the City.
21. Compliance with Laws and Regulations. The Contractor agrees to abide by all applicable state and
federal laws and regulations including but not limited to, those concerning employment, equal
opportunity employment, nondiscrimination assurances, project record keeping necessary to evidence
compliance with such federal and state laws and regulations, and retention of all such records. The
Contractor will adhere to all of the nondiscrimination provisions in chapter 49.60 RCW. Except when a
federal statute or regulation preempts state or local law, no provision of the Agreement shall require
the Contractor to observe or enforce compliance with any provision, perform any other act, or do any
other thing in contravention of state or local law. If any provision or compliance with any provision of
this Agreement violate state or local law, or would require the Contractor to violate state or local law,
the Contractor agrees to notify the City immediately in writing. Should this occur, the City and the
Contractor agree to make appropriate arrangements to proceed with or, if necessary, expeditiously,
terminate the Project.
22. Environmental Requirements. The Contractor agrees to comply with all applicable requirements of
chapter 43.21C RCW "State Environmental Policy Act" (SEPA).
23. Accounting Records.
A. Project Accounts. The Contractor agrees to establish and maintain for the Project(s) either a
separate set of accounts or separate accounts within the framework of an established accounting
system that can be identified with the Project(s). The Contractor agrees that all checks, payrolls,
invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part
to the Project(s) shall be clearly identified, readily accessible and available to the City upon request,
and, to the extent feasible, kept separate from documents not pertaining to the Project(s).
B. Documentation of Project Costs and Program Income. The Contractor agrees to support all
allowable costs charged to the Project(s), including any approved services contributed by the
Contractor or others, with properly executed payrolls, time records, invoices, contracts, or vouchers
describing in detail the nature and propriety of the charges. The Contractor also agrees to maintain
accurate records of all program income derived from implementing the Project(s).
24. Audits, Inspection, and Retention of Records
CA Revised December 2016 Page 5 of 7
A. The records and documents with respect to all matters covered by this Agreement shall be subject
at all times to inspection, review or audit by law during the performance of this Agreement.
B. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the
performance period of the Project(s) and for six (6) years thereafter, the Contractor agrees to retain
intact and to provide any data, documents, reports, records, contracts, and supporting materials
relating to the Project(s) as the City may require. Project closeout does not alter these recording
and record -keeping requirements. Should an audit, enforcement, or litigation process be
commenced, but not completed, during the aforementioned six -year period then the Contractor's
obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or
litigation process.
C. General Audit Requirements. The Contractor agrees to obtain any other audits required by the
City at Contractor's expense. Project closeout will not alter the Contractor's audit responsibilities.
D. Inspection. The Contractor agrees to permit the City and the State Auditor, or their authorized
representatives, to inspect all Project work materials, payrolls, and other data, and to audit the
books, records, and accounts of the Contractor and its subcontractors pertaining to the Project.
The Contractor agrees to require each third party to permit the City, and the State Auditor or their
duly authorized representatives, to inspect all work, materials, payrolls, and other data and records
involving that third party contract, and to audit the books, records, and accounts involving that third
party contract as it affects the Project(s).
25. Labor Provisions. Overtime Requirements. No Contractor or subcontractor contracting for any part of
the Project(s) work which may require or involve the employment of laborers or mechanics shall require
or permit any such laborer or mechanic in any workweek in which he or she is employed on such work
to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked
in excess of forty (40) hours in such workweek. Contractor will comply with Title 49 RCW, Labor
Regulations.
26. Changed Conditions Affecting Performance. The Contractor hereby agrees to immediately notify
the City of any change in conditions or law, or of any other event, which may affect its ability to perform
the Project(s) in accordance with the provisions of this Agreement.
29. Termination for Convenience by City.
A. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days
written notice of the City's intention to terminate the same. Failure to provide products on schedule
may result in contract termination. If the Contractor's insurance coverage is canceled for any
reason, the City shall have the right to terminate this Agreement immediately.
B. If this Agreement is terminated before the specified end date set forth in the caption header, "Term
of Agreement", the City and the Contractor shall execute an amendment to this Agreement
identifying the termination date and the reason for termination.
30.Termination for Default.
A. The City may suspend or terminate this Agreement for default, in whole or in part, and all or any
part of the financial assistance provided herein, at any time by written notice to the Contractor, if
the Contractor materially breaches or fails to perform any of the requirements of this Agreement,
including:
1. Takes any action pertaining to this Agreement without the approval of the City, which under
the procedures of this Agreement would have required the approval of the City;
2. Jeopardizes its ability to perform pursuant to this Agreement, United States of America laws,
Washington state laws, or local governmental laws under which the Contractor operates;
3. Fails to make reasonable progress on the Project(s) or other violation of this Agreement
that endangers substantial performance of the Project(s); or
CA Revised December 2016 Page 6 of 7
4. Fails to perform in the manner called for in this Agreement or fails, to comply with, oris in
violation of, any provision ofthis Agreement.
The City shall serve a notice of termination on the Contractor setting forth the manner in which the
Contractor is in default hereunder. If it is later determined by the City that the Contractor had an
excusable reason for not performing, such as events which are not the fault of or are beyond the
control of the Cmntraotor, such as a ethhm, finm or flood, the City may: /a\ aUum/ the Contractor to
continue work after setting up anew delivery OYperformance schedule, or(b) treat the termination
amatermination for convenience.
C. The Cib/, in its sole discretion may, in the case of termination for breach or default, allow the
Contractor ten /10\ business days, or such |VDQer period as determined by the Cdv` in which to
cure the defect. In such case, the notice of termination will state the time period in which cure is
permitted and other appropriate conditions. If the Contractor fails to remedy to the Cdn'emmUafacUon
the breach or default within the brnefnarne and under the conditions set forth in the notice of
termination, the City shall have the right to terminate this Agreement without any further obligation
to Contractor. Any such termination for default shall not in any way operate to preclude the City
from also pursuing all available remedies against Contractor and its eurmUme for said breach or
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D. In the event that the City elects to waive its remedies for any breach by Contractor of any covenant,
term or condition of this Agreement, such waiver by the City shall not limit the City's remedies for
any succeeding breach of that or of any other term, covenant, or condition of this Agreement.
E. If this Agreement is terminated before the specified end date set forth in the caption header, "Term
of Agreement", the City and the Contractor ohoU execute an amendment to this Agreement
identifying the termination date and the reason for termination.
DATED this q � day of Vw`-�o�— `
CITY OF
Allan Ekberg,Movor
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ILITHENTICATE
City Clerk, Cliristy O'Flaherty
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CONTRACTOR
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CARevised Daoembor2O16
Page 7 of 7
2019-2021 Regional Mobility Grant Program
Exhibit A — Scope of Work
Activities and Services
Hopelinkwill supplement and enhance the City ofTukvvila'scurrent Transportation Demand
Management (TDM) Program by assisting in on -the -ground outreach and partnership
development. Several strategies for this project include:
• Provide travel options training for Tukwila and adjacent region residents and/or users of
facilities in urban centers. Priority locations include small employers and multi -family
housing. Travel training provides education and resources on public transit and other
transportation options, including but not limited to transit, active transportation, and
riclesharing options.
• Assist individuals who are eligible for [)MCANNFP,C>NCAYouth, or[)RCALIFT cards to
ensure that individuals are enrolled and able touse these products.
p Administer simple transportation survey during in -person outreach.
w Distribute rewards/incentives including transit fare (e.g. TranBen vouchers) and gift
cards.
~ Conduct follow up phone calls on transportation resources with reward program
participants that donot provide anemail address.
w Create individVa|iz8dtn3nspmrtation/nnobility plans that include non-SOVoptiVDs.
w Develop transportation resources and tools, including FAQs and one -pagers, as
appropriate.
w Participate in local stakeholder groups tm shame information and pronnoteTDM
practices.
0 Implement additional TDM approaches as appropriate.
Deliverables
In addition to monthly status updates this project will have the following deliverables:
• A mutually agreeable performance measurement plan, including the number of
outreach events and number ofcustomers served; and
w A summary report of findings, including an inventory of available transportation
resources and services and list ofpartnering organizations.
2019-2021 Regional Mobility Grant Program
Exhibit B — Costs and Payments
Payments
Invoices shall be submitted at least quarterly by Hopelink. Payments will fully reimburse
Hopelink for costs associated with this project, as described in the budget below. Invoices shall
be paid by the City within 30 days of receipt.
Item
Cost
1. Labor costs (including direct salary/wages and benefits at 0.3
FTE for 8 months and .15 FTE for 8 months)
$16,500
2. Programming Costs (program/office supplies, printing,
translation, and mileage)
$1,000
3. Indirect (indirect allocations, rent, telephone, IT, misc.)
$4,500
TOTAL
$22,000
February 28, 2020