HomeMy WebLinkAboutCAG2023-123 - Amendment - #1 - Valley Cities Counseling and Consultation - Kent Senior Counseling - 10/09/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Z-H
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Agreement Routing Form Dir. Assist:
• For Approvals,Signatures and Records Management
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover
WASHINcroN Sheet forms. Dir/Dep Dir:
Originator: Department:
Cindy Robinson Parks, Recreation & Community Services
Date Sent: Date Required:
> 10/06/2023 10/15/2023
0
CL Authorized to Sign: Date of Council Approval:
QDirector or Designee NA
Budget Account Number: G rant?F—]YesvNo
Budget?E]Yesw]No Type: N/A
Vendor Name: Category:
Valley Cities Counselingand Consultation Contract
Vendor Number: Sub-Category:
= 33077 Amendment
0 Valle Cities, VSHS Lev Contract 2023
Project Name: y y
1.1. Project Details:Providing Senior Programming through the VSHS Levy
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40 Agreement Amount: $30 000 Basis for Selection of Contractor: Other
47 `Memo to Mayor must be attached
3- Start Date: Termination Date:
Im
Q Local Business?zYesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes In-Process Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
FTesFINo CAG2023-123
Comments:
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Date Routed to the City Clerk's Office: 1 0/6/23
,c«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
•
KENT
W AS HI N G T 0 N
AMENDMENT NO. 1
NAME OF CONSULTANT: Valley Cities Counseling and Consultation
CONTRACT NAME & PROJECT NUMBER: Kent Senior Counseling; Original Contract
No. CAG2023-123
ORIGINAL AGREEMENT DATE: 2/28/2023
This Amendment No. 1 is made between the City and the above-referenced Consultant and
amends the original Agreement. All other provisions of the original Agreement not inconsistent
with this Amendment No. 1 shall remain in full force and effect.
1. A new Exhibit D, entitled "VSHSL Terms" and attached to this Amendment No. 1, is
added to the Agreement.
2. The section number of the previous Section XIV of the Agreement, entitled
"Miscellaneous Provisions," is amended as follows:
X4V XV. MISCELLANEOUS PROVISIONS.
3. Section XIV of the Agreement is now entitled "VSHS Levy Terms" and is added as
follows:
XIV. VSHS LEVY TERMS. This Agreement concerns subject matter that may be
related to King County Veterans, Seniors, and Human Services Levy funding. As a result
Consultant agrees to abide by the additional terms outlined in Exhibit D attached and
incorporated by this reference.
The Consultant accepts all requirements of this Amendment No. 1 by signing below, by its
signature waives any protest or claim it may have regarding this Amendment No. 1, and
acknowledges and accepts that this Amendment No. 1 constitutes full payment and final
settlement of all claims of any kind or nature arising from or connected with any work either
covered or affected by this Amendment No. 1, including, without limitation, claims related to
contract time, contract acceleration, onsite or home office overhead, or lost profits. This
Amendment No. 1, unless otherwise provided, does not relieve the Consultant or Vendor from
strict compliance with the guarantee and warranty provisions of the original Agreement.
All acts consistent with the authority of the Agreement and this Amendment No. 1, prior to
the effective date of this Amendment No. 1, are hereby ratified and affirmed, and the terms of the
Agreement and this Amendment No. 1 shall be deemed to have applied.
AMENDMENT No. 1 - 1 OF 2
The parties whose names appear below swear under penalty of perjury that they are
authorized to enter into this Amendment No. 1, which is binding on the parties of this contract.
IN WITNESS, the parties below have executed this Amendment No. 1, which will
become effective on the last date written below.
CONSULTANT: CITY OF KENT:
�SGiel�l� AW L'�'w�Ha
By: Y'Shekh Ali(Oct6,202314:21 PDT) Lori Hogan(Oct ,202315:18 PDT)
Print Name: Shekh Ali Print Name: Lori Hogan
Its CEO Its: Recreation and Cultural Services Supt
DATE: Oct 6,2023 DATE: Oct 9,2023
ATTEST: APPROVED AS TO FORM:
(applicable if Mayor's signature required)
Kent City Clerk Kent Law Department
[In this field,you may enterthe electronic filepath where the contract has been saved]
AMENDMENT No. 1 - 2 OF 2
Exhibit D
VSHSL Terms
1. Internal Control and Accountina System. The Vendor shall establish and maintain
a system of accounting and internal controls that complies with the generally accepted
accounting principles issued by the Financial Accounting Standards Board (FASB), the
Governmental Accounting Standards Board (GASB), or both as is applicable to the
Consultant's form of doing business.
2. Debarment and Suspension Certification. Entities that are debarred, suspended,
or proposed for debarment, by the U.S. Government are excluded from receiving federal funds
and contracting with the King County. The Consultant, by signature to this Agreement,
certifies that the Consultant is not currently debarred, suspended, or proposed for debarment,
by any Federal department or agency. The Consultant also agrees that it will not enter into a
subcontract with a person or entity that is debarred, suspended, or proposed for debarment.
The Consultant will notify the City and King County if it, or a subcontractor, is debarred,
suspended, or proposed for debarment, by any Federal department or agency. Debarment
status may be verified at https://www.sam.gov/.
3. Maintenance of Records.
A. Accounts and Records. The Consultant shall maintain for a period of six years
after termination of this Agreement accounts and records, including personnel, property,
financial, and programmatic records and other such records King County may deem necessary
to ensure proper accounting and compliance with this Agreement.
B. Nondiscrimination and Equal Employment Records. In accordance with the
nondiscrimination and equal employment opportunity requirements set forth in Section 9.
below, the Consultant shall maintain the following for a period of six years after termination
of this Contract:
i. Records of employment, employment advertisements, application
forms, and other data, records and information related to employment, applications
for employment or the administration or delivery of services or any other benefits
under this Agreement; and
ii. Records, including written quotes, bids, estimates or proposals,
submitted to the Consultant by all entities seeking to participate in this Contract, and
any other information necessary to document the actual use of and payments to
subcontractors and suppliers in this Agreement, including employment records.
King County may visit the site of the work and the Consultant's office to review these
records. The Consultant shall provide all help requested by King County during such
visits and make the foregoing records available to King County for inspection and
copying. At all reasonable times, the Consultant shall provide to King County, the state,
and/or federal agencies or officials access to its facilities-including those of any
subcontractor assigned any portion of this Agreement in order to monitor and evaluate
the services provided under this Agreement. King County will give reasonable advance
notice to the Consultant in the case of audits to be conducted by King County. The
Consultant shall comply with all record keeping requirements of any applicable federal
rules, regulations or statutes included or referenced in the contract documents. If
different from the Consultant's address listed above, the Consultant shall inform King
County in writing of the location of its books, records, documents, and other evidence
for which review is sought, and shall notify King County in writing of any changes in
location within 10 working days of any such relocation.
4. Evaluations and Inspections.
A. Subject to Inspection, Review, or Audit. The records and documents with
respect to all matters covered by this Contract shall be subject at all time to inspection,
review, or audit by King County and/or federal/state officials authorized by law during the
performance of this Agreement and for six years after termination hereof, unless a longer
retention period is required by law.
B. Medical Records. If applicable, medical records shall be maintained and
preserved by the Consultant in accordance with state and federal medical records statutes,
including but not limited to Revised Code of Washington (RCW) 70.41.190, 70.02.160, and
standard medical records practice. The Consultant shall also be responsible for the
maintenance and disposal of such medical records.
C. Contract Performance Monitoring. The Consultant and the County shall engage
in monitoring visits to assess the Consultant's compliance with reasonably expected levels of
performance, quality, and practice. The County will execute monitoring visits in accordance
with the applicable frequency, as prescribed by the controlling exhibit under this Contract.
The Consultant shall cooperate with the County and its agents to assess the Consultant's
performance under this Contract and to make available all information reasonably required
by any such performance measurement and evaluation processes. At the request of the
County, the Consultant shall implement a plan to remedy any items of noncompliance
identified during the monitoring process. The results and records of these processes shall be
maintained and disclosed in accordance with RCW Chapter 42.56.
D. Unauthorized Disclosure. The Consultant agrees that all information, records,
and data collected in connection with this Agreement shall be protected from unauthorized
disclosure in accordance with applicable state and federal law.
5. Compliance with the Health Insurance Portability and Accountability Act of
1996 (HIPAA). The Consultant shall not use protected health information created or shared
under this Agreement in any manner that would constitute a violation of HIPAA and any
regulations enacted pursuant to its provisions. Consultant shall read and maintain compliance
with all HIPAA requirements at https://www.kinqcounty.gov/depts/community-human-
se rvi ces/Aq reem ents/reg u i rem ents.aspx.
6. Corrective Action. If King County determines that the Consultant has failed to
comply with any terms or conditions of this Agreement, or the Consultant has failed to provide
in any manner the work or services (each a "breach"), and if King County determines that the
breach warrants corrective action, the following procedure will apply:
A. Written Notification. The County will notify the Consultant in writing of the
nature of the breach.
B. Consultant's Corrective Action Plan. The Consultant shall respond with a
written corrective action plan within ten working days of its receipt of such notification unless
King County, at its sole discretion, extends in writing the response time. The plan shall indicate
the steps being taken to correct the specified breach and shall specify the proposed
completion date for curing the breach. This date shall not be more 30 days from the date of
the Consultant's response, unless King County, at its sole discretion, specifies in writing an
extension to complete the corrective actions.
C. County's Determination of Corrective Action Plan Sufficiency. King County will
determine the sufficiency of the Consultant's proposed corrective action plan, then notify the
Consultant in writing of that determination. The determination of sufficiency of the
Consultant's corrective action plan shall be at the sole discretion of King County.
D. Termination or Suspension. If the Consultant does not respond within the
appropriate time with a corrective action plan, or the Consultant's corrective action plan is
determined by the County to be insufficient, King County may terminate or suspend this
Agreement in whole or in part.
E. Withholding Payment. In addition, King County may withhold any payment to
the Consultant or prohibit the Consultant from incurring additional obligations of funds until
King County is satisfied that corrective action has been taken or completed; and
F. Non-Waiver of Rights. Nothing herein shall be deemed to affect or waive any
rights the parties may have to otherwise terminate this agreement.
7. Assignment. Consultant shall not assign any interest, obligation or benefit under or
in this Agreement or transfer any interest in the same, whether by assignment or novation,
without prior written consent of the County. If assignment is approved, this Agreement shall
be binding upon and inure to the benefit of the successors of the assigning party upon the
written agreement by assignee to assume and be responsible for the obligations and liabilities
of the Agreement, known and unknown, and applicable law.
8. Indemnification to King County. Consultant shall protect, defend, indemnify, and
hold harmless King County, its officers, employees and agents from any and all costs, claims,
judgments, and/or awards of damages arising out of, or in any way resulting from the
negligent act or omissions of Consultant, its officers, employees, and/or agents in connection
with or in support of this Agreement. Consultant expressly agrees and understands that King
County is a third-party beneficiary to its Agreement with Consultant and shall have the right
to bring an action against Consultant to enforce the provisions of this paragraph.
9. Nondiscrimination and Payment of a Living Wage. The Consultant shall comply
with all applicable federal, state and local laws regarding discrimination, including those set
forth in this Section.
A. Nondiscrimination. During performance of the Agreement, the Consultant shall
not discriminate against any employee or applicant for employment because of the employee's
or applicant's sex, race, color, marital status, national origin, religious affiliation, disability,
sexual orientation, gender identity or expression or age except by minimum age and
retirement provisions, unless based upon a bona fide occupational qualification. The
Consultant will make equal employment opportunity efforts to ensure that applicants and
employees are treated equitably, without regard to their sex, race, color, marital status,
national origin, religious affiliation, disability, sexual orientation, gender identity or expression
or age. Consultant shall additionally read and comply with all additional requirements set forth
at: https://www.kingcounty.gov/depts/community-human-
services/Agreements/regui rem ents.aspx.
B. Payment of a Living Wage. In accordance with King County Living Wage
Ordinance 17909, for Agreements for services with an initial or amended value of $100,000
or more, the Consultant shall pay, and require all Consultants to pay, a living wage to
employees for each hour the employee performs a Measurable Amount of Work on this
Agreement. The requirements of the ordinance, including payment schedules, are detailed at
https://www.kingcounty.gov/depts/finance-business-operations/procurement/about-
us/Living-Wage.aspx. Violations of this requirement may result in disqualification of the
Consultant from bidding on or being awarded a County Agreement for up to two years;
Contractual remedies including, but not limited to, liquidated damages and/or termination of
the Agreement; remedial action as set forth in public rule; and other civil remedies and
sanctions allowed by law.
10. Conflict of Interest. Entering into this Agreement requires that the Consultant agree
to abide by certain provisions of the King County Employee Code of Ethics, including those
relating to conflicts of interest and the employment of current or former County employees.
A. Compliance with King County Code of Ethics. The Consultant shall comply with
applicable provisions of King County Code (KCC) 3.04. Failure to comply with such
requirements shall be a material breach of this Agreement, and may result in termination of
this Agreement and subject the Consultant to the remedies stated in this Agreement, or
otherwise available to the County at law or in equity.
B. Penalties. The Consultant agrees, pursuant to KCC 3.04.060, that it will not
willfully attempt to secure preferential treatment in its dealings with the County by offering
any valuable consideration, thing of value or gift, whether in the form of services, loan, thing
or promise, in any form to any county official or employee. The Consultant acknowledges that
if it is found to have violated the prohibition found in this paragraph, its current Agreements
with the county will be cancelled and it shall not be able to bid on any County Agreement for
a period of two years.
C. Former King County Employees. The Consultant acknowledges that, for one
year after leaving King County employment, a former County employee may not have a
financial or beneficial interest in a Agreement or grant that was planned, authorized, or funded
by a King County action in which the former County employee participated during County
employment. Consultant shall identify at the time of offer current or former County employees
involved in the preparation of proposals or the anticipated performance of Work if awarded
the Agreement. Failure to identify current or former County employees involved in this
transaction may result in King County's denying or terminating this Agreement. After
Agreement award, the Consultant is responsible for notifying King County's Project Manager
of current or former County employees who may become involved in the Agreement any time
during the term of the Agreement.
11. Equipment Purchase, Maintenance, and Ownership.
A. Equipment Maintenance. The Consultant agrees that when Agreement funds
are used to pay for all or part of the purchase costs of any equipment that costs $5,000 or
more per item, and the purchase of such equipment is identified in an exhibit to this
Agreement, such equipment is, upon the purchase or receipt, the property of King County
and/or federal/state government. The Consultant shall be responsible for all proper care and
maintenance of the equipment, including securing and insuring such equipment.
B. Equipment Ownership. The Consultant shall ensure that all such equipment is
returned to King County or federal/state government upon termination of this Agreement
unless otherwise agreed upon by the parties.
12. Proprietary Rights.
A. Ownership Rights of Materials Resulting from Agreement. Except as indicated
below, the parties to this Agreement hereby agree that if any patentable or copyrightable
material or article should result from the work described herein, all rights accruing from such
material or article shall be the sole property of King County. To the extent that any rights in
such materials vest initially with the Consultant by operation of law or for any other reason,
the Consultant hereby perpetually and irrevocably assigns, transfers and quitclaims such
rights to King County. King County agrees to and does hereby grant to the Consultant a
perpetual, irrevocable, nonexclusive, and royalty-free license to use and create derivative
works, according to law, any material or article and use any method that may be developed
as part of the work under this Agreement.
B. Ownership Rights of Previously Existing Materials. The Consultant shall retain
all ownership rights in any pre-existing patentable or copyrightable materials or articles that
are delivered under this Agreement, but do not originate from the work described herein. The
Consultant agrees to and does hereby grant to King County a perpetual, irrevocable,
nonexclusive, and royalty-free license to use and create derivative works, according to law,
any pre-existing material or article and use any method that may be delivered as part of the
work under this Agreement.
C. Continued Ownership Rights. The Consultant shall sign all documents and
perform other acts as King County deems necessary to secure, maintain, renew, or restore
the rights granted to King County as set forth in this section.
13. Political Activity Prohibited. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity or to further the election or defeat of any candidate for public office.
14. King County Recycled Product Procurement Policy. If paper copies are required,
in accordance with KCC 18.20, the Consultant shall use recycled paper, and both sides of
sheets of paper whenever practicable, when submitting proposals, reports, and invoices.
15. Services Provided in Accordance with Law and Rule and Regulation. The
Consultant and any subcontractor agree to abide by the laws of the state of Washington, rules
and regulations promulgated thereunder, and regulations of the state and federal
governments, as applicable, which control disposition of funds granted under this Agreement,
all of which are incorporated herein by reference. If there is an irreconcilable conflict between
any of the language contained in any exhibit or attachment to this Agreement, the language
in the Agreement shall control over the language contained in the exhibit or the attachment,
unless the exhibit provision expressly indicates that it controls over inconsistent Agreement
language. If there is conflict among requirements set forth in exhibits, language contained in
the lower numbered exhibit shall control unless the higher numbered exhibit provision
expressly indicates that it controls over inconsistent lower numbered exhibit language.
16. Applicable Law. This Agreement shall be construed and interpreted in accordance
with the laws of the State of Washington. The venue for any action hereunder shall be in the
Superior Court for King County, Washington.
17. No Other Third-Party Beneficiaries. Except for the parties to whom this Agreement
is assigned in compliance with the terms of this Agreement, there are no third-party
beneficiaries to this Agreement, other than King County, and this Agreement shall not impart
any rights enforceable by any person or entity that is not a party hereto.
18. Subcontracting.
A. Written Consent of the County. The Consultant shall not subcontract any portion of this
Contract or transfer or assign any claim arising pursuant to this Contract without the written consent
of the County. The County's consent must be sought in writing by the Consultant not less than 15
days prior to the date of any proposed subcontract.
The rejection or approval by the County of any Subcontractor or the termination of a Subcontractor
will not relieve Consultant of any of its responsibilities under the Contract, nor be the basis for
additional charges to the County.
In no event will the existence of the subcontract operate to release or reduce the liability of
Consultant to the County for any breach in the performance of Consultant's duties.
The County has no contractual obligations to any Subcontractor or vendor under contract to the
Consultant. Consultant is fully responsible for all contractual obligations, financial or otherwise, to its
Subcontractors.
B. 'Subcontract" Defined:
"Subcontract" shall mean any agreement between the Consultant and a subcontractor or between
subcontractors that is based on this Contract, provided that the term "subcontract" does not include
the purchase of (1) support services not related to the subject matter of this Contract, or (2)
supplies.
C. Required Clauses for Subcontracts:
The Consultant shall include the terms of this Exhibit in every subcontract or purchase agreement for
services that relate to the subject matter of this Contract.
D. Required Language for Subcontracts:
The Consultant shall include the following language verbatim in every subcontract for services which
relate to the subject matter of this Contract:
"Subcontractor shall protect, defend, indemnify, and hold harmless King County, its officers,
employees and agents from any and all costs, claims, judgments, and/or awards of damages arising
out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers,
employees, and/or agents in connection with or in support of this Contract. Subcontractor expressly
agrees and understands that King County is a third-party beneficiary to its Contract with Contractor
and shall have the right to bring an action against subcontractor to enforce the provisions of this
paragraph."
Signature: Kin KO!"OfO
Kim Komoto(Oct 10,202311:33 PDT)
Email: cityclerk@kentwa.gov
100623 Valley Cities Contract Ammendment
Final Audit Report 2023-10-10
Created: 2023-10-06
By: Cindy Robinson(Crobinson@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAACygdDVwXJcfyBsS-cA6V5YJNIrjUh2HA
"100623 Valley Cities Contract Ammendment" History
Document created by Cindy Robinson (Crobinson@kentwa.gov)
2023-10-06-8:40:38 PM GMT-IP address: 146.129.252.126
Document emailed to Shekh Ali (sali@valleycities.org)for signature
2023-10-06-8:44:32 PM GMT
Email viewed by Shekh Ali (sali@valleycities.org)
2023-10-06-9:16:11 PM GMT-IP address: 104.47.57.126
dp Document e-signed by Shekh Ali (sali@valleycities.org)
Signature Date:2023-10-06-9:21:29 PM GMT-Time Source:server-IP address:63.236.113.182
C'► Document emailed to Ihogan@kentwa.gov for signature
2023-10-06-9:21:31 PM GMT
Email viewed by Ihogan@kentwa.gov
2023-10-09-10:16:37 PM GMT-IP address: 104.47.65.254
d Signer Ihogan@kentwa.gov entered name at signing as Lori Hogan
2023-10-09-10:17:58 PM GMT-IP address: 146.129.252.126
d4 Document e-signed by Lori Hogan (Ihogan@kentwa.gov)
Signature Date:2023-10-09-10:18:00 PM GMT-Time Source:server-IP address: 146.129.252.126
Document emailed to Kim Komoto (kkomoto@kentwa.gov)for signature
2023-10-09-10:18:01 PM GMT
Email viewed by Kim Komoto (kkomoto@kentwa.gov)
2023-10-09-10:18:11 PM GMT-IP address: 104.47.65.254
Document e-signed by Kim Komoto (kkomoto@kentwa.gov)
Signature Date:2023-10-09-10:18:36 PM GMT-Time Source:server-IP address: 146.129.252.126
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Document emailed to cityclerk@kentwa.gov for signature
2023-10-09-10:18:38 PM GMT
Email viewed by cityclerk@kentwa.gov
2023-10-09-10:18:51 PM GMT-IP address: 104.47.65.254
Signer cityclerk@kentwa.gov entered name at signing as Kim Komoto
2023-10-10-6:33:51 PM GMT-IP address: 146.129.252.126
Document e-signed by Kim Komoto (cityclerk@kentwa.gov)
Signature Date:2023-10-10-6:33:53 PM GMT-Time Source:server-IP address: 146.129.252.126
Agreement completed.
2023-10-10-6:33:53 PM GMT
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