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HomeMy WebLinkAbout23-041 - Childhaven - Youth Support ServicesCONFIDENTIAL CHILDHAVEN November 16, 2023 City of Tukwila Attn: Stacy Hansen 6200 Southcenter Blvd. Tukwila WA 98188 Reference: 23-041 Council Approval N/A Re: City of Tukwila contract 23-041 between Childhaven, a Washington nonprofit corporation ("Childhaven" or "we"), and City of Tukwila, the "Company" or "you" or "your") (as amended, restated, modified and/or supplemented, as applicable, the "Agreement") We are pleased to inform you that Childhaven has entered into an agreement with Children's Home Society of Washington, a Washington nonprofit corporation ("CHSW"), dated as of November 16, 2023, under which Childhaven and CHSW have agreed (subject to certain conditions) to merge into one entity in order to better pursue their common vision, mission, and to provide accessible services and facilities for youth and their caregivers (the "Proposed Transaction"). Following the Proposed Transaction, the merged organization will operate under the tradename "Akin". The Proposed Transaction is expected to close (subject to certain conditions) on or about January 1, 2024. In connection with the closing of the Proposed Transaction, as part of the merger and by operation of law, Childhaven will assign to CHSW and CHSW will assume all of Childhaven's rights and obligations under the Agreement. Under the terms of the Agreement, your consent to the assignment of the Agreement pursuant to the terms of the Proposed Transaction may be required. Accordingly, this letter provides notice of the Proposed Transaction and seeks your consent, for the benefit of Childhaven and CHSW, as indicated. By executing and returning this letter, the Company hereby consents to the Proposed Transaction and the assignment of the Agreement in connection therewith, and hereby acknowledges and agrees that the consummation of the Proposed Transaction will not be deemed a breach of, or default under, any change of control provision, assignment provision, procedural requirement related to notice and/or consent, or any other provision of the Agreement, and will not cause the termination of or otherwise affect the validity of the Agreement. Other than as expressly stated herein, the Agreement is and will be unchanged and remain in full force and effect immediately following the consummation of the Proposed Transaction. The Proposed Transaction has not been publicly announced and is being disclosed to you in confidence for Childhaven to meet its obligations under the Agreement. Childhaven requests that you maintain the confidentiality of these matters and not disclose the Proposed Transaction to any third party, until such time as the Transaction may be announced. Please return a signed copy of this letter to Claudia Tanis by email (.PDF) to claudiat@childhaven.org. If you have any questions regarding this letter, please do not hesitate to call Claudia Tanis at 206.957.4815. This letter may be executed and delivered in counterparts and by portable document format (.pdf) or other electronic transmission, each of which shall be considered an original, but all of which taken together shall constitute the same agreement. We thank you in advance for your timely assistance and cooperation. [Signature Page Follows] Very truly yours, CHILDHAVEN ACKNOWLEDGED AND AGREED TO THIS 29th DAY OF November , 2023. DocuSignred by: By: Jon Botten Title: CEO Sh SignallYInAilan Ekberg 11/29/2023 1 2:22 PM PST Title: Mayor APPROVED AS TO FORM BY CITY ATTORNEY 11/27/23 APPROVAL ON FILE. City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Contract Number: 23-041 Council Approval 2/27/23 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 Childhaven, hereinafter referred to as "the Contractor," whose principal office is located at 1035 SW 12401 St., Seattle, WA 98146. 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 mutualbenefits 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 MI 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. Com ensation and Method of Pa ment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $35,000 for 2023 and $35,000 for 2024. 3. Contractor Budaet. 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. Dr i.ri f Am nt. This Agreement shall be in full force and effect for a period commencing January 1, 2023, and ending December 31, 2024, 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. 6. indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, 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 by the solelnegligence of the Public Entity. CA Revised May 2,020 Page 1 of 6 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 Inegligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been Imutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractors maintenance of insurance, its scope of coverage and limits 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 City's recourse to any remedy available at law 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 a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3 Workers' Comsensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractors 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. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating CA Revised May 2020 Page 2 of 6 8. of not less than A: VII. E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not Inecessarily 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. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. 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. H. 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. ;• • • -.0 le 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. • . 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. 1' 1 •" • 10. Termination. 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. 11. 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,Inational origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, 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. 12. 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. 13. 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 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. CA Revised May 2020 Page 3 of 6 14. SeverabiHty and Survival. If any term, condition or provision of this Agreement is declared void or lunenforceable 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. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. . 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. DATED this 7th day of CITY OF TUKWILA eSidded yid SeamlessCocs.com (Caw 6ente/rg Man Ekberg, Mayor March ATTEST/AUTHENTICATED: 088,00d via 8081810ss800s.com oh,vde?, O6,22, Key- 11047,019-3472-92,10,00,1391.8288.0 City Clerk, Christy O'Flaherty APPROVED AS TO FORM: eSigned yid Sdamies8Docs.com K y 1080 c12-6 0 -871,9f51 f 8df 84,41.9 Office of the City Attorney CA Revised May 2,020 2023. CONTRACTOR By: Printed Name and Title: Jon Botten, CEO Address: 1035 SW 24°11 St. Seattle WA 98146 Page 4 of 6 Exhibit A Scope of Services City of Tukwila 2023-2024 Program Services Agreement Agency: Childhaven 2023 Funding: $35000.00 Program: Effective Date: Continuum of Care 2024 Funding: $35000.00 January 1, 2023 — December 31, 2024 Total: $70,000.00 Definition of Service Unit: Provide behavioral health services in all Tukwila schools/community locations (tele health, office, home, etc.). Therapists will work with students and their family members to address a variety of emotional and behavioral issues including substance use. Quarter Service Unit # of Units 10 Quarterly Amount 1st Unduplicated City of Tukwila residents served Hours of counseling Include Tukwila specific narrative 40 S8750.00 2nd Undu licated Ct of Tukwila residen s served Hours of counseling 4 80 Include Tukwila s ecificlnarrative $8750.00 3rd Unduplicated City of Tukwila residents served 2 Hours of counselin 40 Include Tukwila specific narrative S875000 4th Unduplicated City of Tukwila residents served 4 Hours of counseling 80 Include Tukwila s ecific narrative $8750.00 Annual Goals Unduplicated residents Hours of counseling 20 240 $35,000 The City Of Tukwila will use a variety of measures as indicators of satisfactory contract performance. The Agency will be expected to meet at least 90% of the performance goals (outputs) as defined above. If the Agency does not meet the 90% of performance goals, payment for services rendered under the agreement will be reduced by the number of percentage points below the 90% level. At a 90% success rate, the Agency will be reimbursed at 100%. Any exceptions must be Inegotiated with the City. Exceptions may be made in cases where circumstances beyond the Agency's control impact their ability to meet their service unit goals and the Agency has shown reasonable effort to overcome those circumstances. Exceptions are made at the discretion of the City's Human Services Program Coordinator. The Agency shall make all reasonable efforts to ascertain the eligibility of applicants for Agency services, such eligibility to require residence within the City, and shall provide services under this Agreement only to eligible applicants. Personnel/Operations Budget/Annual Award total $35,000 Non -Personnel$ $35 000 CA Revised May 2020 Page 5 of 6 Demographic and Outcome Data Report The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year. Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program's progress toward Outcomes as specified below. Outcome: 70% of behavioral health clients were able to make progress towards at least one goal on their treatment plan. Measurement: Quarterly tracking process for specific goals identified in individual treatment plans. Goals are reviewed by the client and clinician to assess progress and success rate in meeting the goal. QUARTERLY REPORTS DUE DATES 1st thru 3rd quarter reports 1st April 1581 2nd = July 15th 3rd = October 15th 4th and final annual reimbursement First week in January. Date to be announced. es and demo ra.hlcs Januar 31st 2024 / Januar 1 2025 CA Revised May 202() Page 6 of 6