HomeMy WebLinkAboutAG 19-035I RETURN TO;��!'rlq��� EXT: �G
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV:
ORIGINATING STAFF
EXT:42&,� 3. DATE REQ. BY: ;
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
?(CONTRACT AMENDMENT(AG#):_/ ❑ INTERLOCAL
❑ OTHER
PROJECT NAME:
NAME OF CONTRACTOR:
ADDRESS:
E-MAIL:
SIGNATURE NAME:
TELEPHONE
FAX:
TITLE
EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: COMPLETION DATE:
TOTAL COMPENSATION $jftft 4INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE —ATTACH SCHEDUL OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $
RETAINAGE: RETAINAGE AMOUNT:
❑ PURCHASING: PLEASE CHARGE TO:
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
I. COUNCIL APPROVAL (IF APPLICABLE)
PAID BY: ❑ CONTRACTOR ❑ CITY
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
INI /DATE REVIEWED? /
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INITIAL/ DATE APPROVED
SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: (v 6 b 61 '�t
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL! DATE SIGNED
❑�PAI�..I..�n 1':1� T � v, Z B t
IGNATORY (tiI:S'r O R OR DIRECTOR)
❑ CITY CLERK LP I
❑ ASSIGNED AG# AG# n -<Z5 - f
❑ SIGNED COPY RETURNED DATE SENT: e ug 14
Al,
Ir
;OMMENTS:
1/9.55
` eIry of CITY HALL
Fe d e ra I Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederahvay com
AMENDMENT NO. 1
TO
HUMAN SERVICES AGREEMENT
FOR
FUSION ENHANCED SHELTER HOUSING
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and FUSION/Friends United to Shelter the Indigent, Oppressed and Needy, a Washington
nonprofit corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by
mutual consent of the Parties, agree to amend the original Agreement for FUSION Enhanced Shelter Housing
("Agreement") dated effective March 6, 2019, as follows:
1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely
responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and
payment of this Agreement.
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - 1 - 3/2017
Circ of CITY HALL
&4! Federal
Feder 8th Avenue South
Way Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway.. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
UZI
DATE:
FUSION/FRIENDS UNITED TO SHELTER THE
INDIGENT, OPRESSED AND NEEDY:
Printed Name: 124101-7
Title: ��eGu-�ZU`e nr'e�i7�z7>/
Date: Gb / /
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
ATTEST:
hAuhmt�&" -
cp anic Courtney, CMC I dity Clerk
APPROVED A S TO FORM:
,5,;- — A K r.
J. Ryan Call, City Attorney
On this day personally appeared before me T)d to bv(ei 01 c�vacky to me known to be the
E)c,ew�� D(IeC6< of -Fus t o n that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
MCI 5 �
GIVEN my hand and official seal this 14 day of June 2019
1A G 4 a �` �—
y�+R�,�,,,►.s,,,,�'�.►��►�p Notary's signature
,�� Notary's printed name
Z a* 41tX s
y X06
7 a- 0
fs�. �hrn
Notary Public in and for the State of Washington.
My commission expires 03 /6`t I? -023
AMENDMENT - 2 - 3/2017
CITY OF
FederaI Way
EXHIBIT B-1
ADDITIONAL COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www atyoffedera/way. com
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount reduced by
Seven Thousand Four Hundred Eighty -One and 96/100 Dollars ($7,481.96). The total amount payable to Contractor
pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to
exceed Thirty -Two Thousand Five Hundred Eighteen and 04/100 Dollars ($32,518.04).
AMENDMENT - 3 - 3/2017
RETURN TO: N 1.1, _ / _ EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV:
ORIGINATING STAFF
EXT: E�7 - 3. DATE REQ. BY:
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
I PROFESSIONAL SERVICE AGREEMENT ElMAINTENANCE AGREEMENT
/❑ GOODS AND SERVICE AGREEMENT SIS HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
PROJECT NAME:
NAME OF CONTRACTOR:C'T�
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: TITLE
EXHIBITS AND ATTACHMENTS: � SCOPE, WORK OR SERVICE COMPENSATION,0INSURANCE REQUIREMENTS/CERTIFICATE ALL
OTHER REFERENCED EXHIBITS /e PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENT
TERM: COMMENCEMENT DATE: �� L� 1p_ zU/ s COMPLETION DATE%� IV 7
TOTAL COMPENSATION $ O (Q . da (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABGR CAR GE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ _
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $
RETAINAGE: RETAINAGE AMOUNT:
PAID BY: ❑ CONTRACTOR ❑ CITY
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
❑ PURCHASING: PLEASE CHARGE TO:
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
1. COUNCIL APPROVAL (IF APPLICABLE)
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR
INITIAL/ DATE REVIEWED
SCHEDULED COMMITTEE DATE
SCHEDULED COUNCIL DATE:
DATE SENT:
INITIAL/ DATE APPROVED
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
❑ LAWJaEPARTMENT
NATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
,OMMENTS:
WnI R
AG# ` "
DATE SENT:
(o M., 2ol
CITY OF CITY HALL
A* , Feder 8th Avenue South
Federal Way, WA 98003-6325
Federal Way
(253) 835-7000
www aryoffederalway com
HUMAN SERVICES AGREEMENT
FOR
FUSION ENHANCED SHELTER HOUSING
This Human Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and FUSION/Friends United to Shelter the Indigent, Oppressed and Needy, a Washington
nonprofit corporation ("Agency"). The City and Agency (together "Parties") are located and do business at the below
addresses which shall be valid for any notice required under this Agreement:
FUSION/FRIENDS UNITED TO SHELTER THE CITY OF FEDERAL WAY:
INDIGENT, OPRESSED AND NEEDY:
Byron Hiller
PO Box 23934
Federal Way, WA 98093
(206) 718-2715 (telephone)
link. com
The Parties agree as follows:
Sarah Bridgeford
33325 8th Ave. S.
Federal Way, WA 98003-6325
(253) 835-2651 (telephone)
(253) 835-2609 (facsimile)
sarah.bridgeford@cityoffederalway.com
1. TERM. The term of this Agreement shall be for a period commencing on March 6, 2019 and terminating on June 14,
2019 ("Term"). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during
the first year of the Agreement term and upon funding availability.
2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and
incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar
services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction, within the
time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. Additionally, the Agency
shall perform in accordance with provisions of the Grant Agreement between the City and the Washington State Department of
Commerce ("Grant Agreement", which is Exhibit C, attached here to and incorporated by this reference, to the same standards
of professional practice previously stated. The Agency warrants that it has the requisite training, skill, and experience necessary
to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities,
including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the
effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making
(or failure or delay in making) such inspection or approval shall not relieve the Agency of responsibility for performance of the
Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance,
its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party
thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency
fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in
ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount
and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The City shall
reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The
HUMAN SERVICES AGREEMENT - 1 - 3/2017
.� CITY
Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cayoffederahvay com
Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this
Agreement. .
4.2 Method of Payment. On a monthly basis, the Agency shall submit to the City an invoice for payment on a form
provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this
Agreement. Payment shall be made on a monthly basis by the City only after the Services have been performed and within forty-
five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation, and reports.
The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory
performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the performance
measures set forth in Exhibit A. Should the Agency fail to meet the performance measures, the City reserves the right to adjust
payments on a pro rata basis at any time during the term of this Agreement. Exceptions may be made at the discretion of the
City's Community Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its
service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City
objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the
invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion.
4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's
final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be
relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided,
however, that the City may elect to pay any invoice that is not submitted in a timely manner.
4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the
line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item
budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten
percent (10%) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and
must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be
reviewed and approved or denied by the City in writing.
4.5 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after
the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which
funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected
officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities,
taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or
entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in
connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's
sole negligence. 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 Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's
negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials,
officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and
conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when
completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes
of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on the amount of damages,
HUMAN SERVICES AGREEMENT - 2 - 3/2017
` CITY OF CITY HALL
�.. Federal WayFeder 8th Avenue South
Federal Way, WA 98003-6325
�'►�.r./ (253) 835-7000
www otyoffederalway com
compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other
benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors,
shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands,
actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses,
fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including
without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this
Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the
performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of
the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows:
6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with
such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations, independent
contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products
liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each
occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of
the State of Washington;
C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily
injury, including personal injury or death, and property damage.
6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the
Agency's insurance and shall not contribute with it.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance
for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's
request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or
fees of such policies. If Agency's insurance policies are "claims made," Agency shall be required to maintain tail coverage
for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and
acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall
be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate
termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully
cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while
performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available
HUMAN SERVICES AGREEMENT -3 - 3/2017
` CITY OF CITY HALL
Federal Way 8th Avenue South
Feder
Federal Way, WA 98003-6325
(253) 835-7000
www cityofederalway. com
to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination
of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to
the City.
9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and
properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures
and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all
reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, the Department of
Commerce, or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Agency shall be an independent contractor and that the
Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results
obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any
other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency
shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at
Agency's own risk, and Agency,shall be responsible for any loss of or damage to materials, tools, or other articles used or held
for use in connection with the work. The Agency shall pay all incomes and other taxes due except as specifically provided in
Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide
a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract.
11. SUBCONTRACTS AND PURCHASES.
11.1 Subcontract Defined. "Subcontract" shall mean any contract between the Agency and any entity or between two
entities to perform activities within the Scope of this Agreement, provided that the term "subcontract" does not include the
purchase of (1) support services not related to the subject matter of this Agreement, or (2) supplies.
11.2 Approval Required. The Agency shall not subcontract any portion of this Agreement without City approval.
Said approval must be sought in writing by the Agency prior to executing a subcontract. The request for approval shall include
verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall nevertheless
continue in full force and effect. Any subcontract without prior approval shall be void and not reimbursable under this contract.
11.3 Procurement Requirements. In awarding contracts pursuant to this Agreement, the Agency shall comply with all
applicable requirements of local and state law for awarding contracts, including but not limited to procedures for competitive
bidding, contractor's bonds, prevailing wages, and retained percentages (Chapter 60.28 RCW, Chapter 39.12 RCW, Chapter
39.04 RCW, and Chapter 39.80 RCW). The City requires that professional services be procured using the selection process
described in Chapter 39.80 RCW and that other services costs $5,000 or more, be procured using a competitive process.
11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for
other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform
the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not
have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the
Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance.
12. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible
by or resulting from this Agreement or any subcontract, there shall be no discrimination by Agency or its subcontractors of any
level, or any of those entities' employees, agents, sub -agencies, or representatives against any person because of sex, age (except
minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any
disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in
relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil
HUMAN SERVICES AGREEMENT - 4 - 3/2017
CITY OF CITY HALL
Federal Way 8th Avenue South
Feder
Federal Way, WA 98003-8325
(253) 835-7000
►www, cityoffederalway com
Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5
and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement
conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections
of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of
the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal
shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement
and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision
of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly
authorized representatives of the Parties.
13.2 The Agency acknowledges it has read and understands the terms of the Grant Agreement (Exhibit C) and will
abide by all terms and conditions of the Grant Agreement and other provisions of this Agreement which specify how the terms
of the Grant Agreement will be carried out.
13.3 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in
whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -
assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no
further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the
Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This
Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have
any right of action or interest in this Agreement based on any provision set forth herein.
13.4 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations,
rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics
Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may
be rendered null and void, at the City's option.
13.5 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance
is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of
this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of
this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States
mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received
three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be
exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any
option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to
declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare
one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be
made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle
any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim,
shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington,
unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over
such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the
HUMAN SERVICES AGREEMENT - 5 - 3/2017
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www 0yoffederalway com
personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are
an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal
costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition
to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to
limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.6 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants
that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it
shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement
shall be the "date of mutual execution" hereof.
[Signature page follows]
HUMAN SERVICES AGREEMENT - 6 - 3/2017
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cltyoffederahvay.. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
DATE: g
FUSION/FRIENDS UNITED TO SHELTER THE
INDIGENT, OPPRESSED AND NEEDY:
By: a',
Printed Name: 61ro h
Title: 0V a Cul (� �
DATE:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
ATTEST:
ha ie Courtney, CM , Ci y Clerk
APPROVED AS TO FOR :
F,,� &�L or
J. Ryan Call, City Attorney
O this dayersonally appeared before me Nla-111 1- ' I �� to me known to be the
� ? c r,A ('1.a I � of F-14--, uvi that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this qday of 6Vt -01 , 20
ROSQ'I,;', Notary's signatur( t
°'�.. • s"ion Notary's printed name ll,I'l L ( �--u P'
?�pTARY ` Notary Public in and for the State of Washington.
N t; PUBO •,•'gyp: My commission expires 2-- 1 —Z3
,'9�,'• F0 2-12
HUMAN SERVICES AGREEMENT - 7 - 3/2017
` CITY OF
�.... Federal
Proiect Summary
CITY HALL
Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www atyoffederalway com
EXHIBIT A
The Agency shall complete predevelopment/acquisition projects to establish family shelter in the City of Federal
Way.
Performance Measures
Feasibility Study:
• Plan rehabilitation including office, conference rooms, computer center, kitchens, and ADA bathrooms;
Appraisal;
Engineering study to include elevator, roof, and foundation study; and
Architectural study.
D. Performance Measure(s)
Outcome(s) to be reported:
Complete a feasibility study to determine if site is viable for the proposed use.
E. Service and Performance Documentation and Recordkeeping
The Agency shall document service performance, as well as related expenses, to reflect that funding for
Predevelopment/Acquisition Costs is being provided from the Department of Commerce via a contract with the
City of Federal Way. Each requires distinct and separate documentation to identify how funds are used and that
the use is consistent with the Grant Agreement and this Agreement.
Records
A. Project Files
The Agency shall maintain files for this project containing the following items:
1. Notice of Grant Award.
2. Motions, resolutions, or minutes documenting Board or Council actions.
3. A copy of this Agreement with the Scope of Services.
4. Correspondence regarding budget revision requests.
5. Copies of all invoices and reports submitted to the City for this project.
6. Bills for payment with supporting documentation.
7. Copies of approved invoices and warrants.
8. Records documenting that costs reimbursed with funding provided under this Scope are allowable.
Such records include, but are not limited to:
■ for personnel costs, payroll for actual salary and fringe benefit costs;
HUMAN SERVICES AGREEMENT - 8 - 3/2017
CITY OF CITY HALL
, A*,! Feder 8th Avenue South
Federal Way, WA 98003-6325
Federa I Way
(253) 835-7000
www cityoffederahvay com
■ timesheets allocating time to this grant agreement;
■ for staff travel, documentation of mileage charges for private auto use must include: a)
destination and starting location, and b) purpose of trip; and
■ for copy machine use, postage, telephone use, and office supplies when these costs are shared
with other programs and no invoice is available, log sheets or annotated invoices.
Public Information
In all news releases and other public notices related to projects funded under this Agreement, the Agency will
include information identifying the source of funds as the City of Federal Way and the Washington State
Department of Commerce.
HUMAN SERVICES AGREEMENT - 9 - 3/2017
CITY OF
,'* Federal
Proiect Budget
CITY HALL
Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoifederalway com
EXHIBIT B
COMPENSATION
The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary,
detailed below. The total amount of reimbursement pursuant to this Agreement shall not exceed Forty Thousand
and 00/100 Dollars ($40,000.00).
A. City of Federal Way Funds 2019
City of Federal Way (Department of Commerce Funds): $40,000.00
B. Line Item Budget
Department of
Commerce
Other:
Professional Services (including
$40,000.00
architecture, engineering, phase 1
environmental, and inspections)
Total City of Federal Way Funds:
$40,000.00
Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than monthly and
are due on the following dates:
April 15 or within 10 days of notice to proceed, whichever is later;
May 15; and
June 14: Final Reimbursement Request and Service Unit Report forms due; Demographic Data Report and
Annual Outcome Data Report with supporting documentation due.
The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement
Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing
period.
Expenses must be incurred prior to submission of reimbursement requests. Proof of expenditures must be
attached to the reimbursement request for invoice to be approved.
Conditions of Funding
The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges that
payment to the Agency will not be made unless the funding conditions are met.
HUMAN SERVICES AGREEMENT -10- 3/2017
Department
Commerce
Grant Agreement with
For
City of Federal Way
through
Community Services and Housing Division
Housing Assistance Unit
Federal Way emergency shelter for homeless families with
children.
Start date: March 1, 2019
THIS PAGE INTENTIONALLY LEFT BLANK
TABLE OF CONTENTS
Special Terms and Conditions........................................................................................1
FaceSheet............................................................................................................1
1. Contract Management............................................................................. 2
2. Compensation..........................................................................................2
3. Billing Procedures and Payment.............................................................. 2
4. Subcontractor Data Collection.................................................................. 2
5. Insurance ................................. :............................................................... 2
6. Washington State Quality Award......................................................3
7. Order of Precedence................................................................................ 3
General Terms and Conditions....................................................................................... 5
1.
Definitions.................................................................................................5
2.
Access to Data........................................................................................
5
3.
Advance Payments Prohibited.................................................................5
4.
All Writings Contained Herein..................................................................
5
5.
Amendments...........................................................................................
5
6.
Americans With Disabilities Act (ADA) .....................................................
5
7.
Assignment..............................................................................................6
8.
Attorneys' Fees........................................................................................6
9.
Confidentiality/Safeguarding of Information.............................................6
10.
Conflict of Interest .......................... :......................................................... 6
11.
Copyright.................................................................................................7
12.
Disputes..................................................................................................
8
13.
Duplicate Payment................................................................................... 8
14.
Governing Law and Venue......................................................................
8
15.
Indemnification........................................................................................ 8
16.
Independent Capacity of the Contractor ................................................... 8
17.
Industrial Insurance Coverage.................................................................8
18.
Laws........................................................................................................8
19.
Licensing, Accreditation and Registration ................................................
9
20.
Limitation of Authority.............................................................................. 9
21.
Noncompliance With Nondiscrimination Laws .......................................... 9
22.
Pay Equity............................................................................................... 9
23.
Political Activities..................................................................................... 9
24.
Publicity...................................................................................................9
25.
Recapture..............................................................................................10
26.
Records Maintenance............................................................................10
27.
Registration With Department of Revenue.............................................10
28.
Right of Inspection......................................................................10
29.
Savings..................................................................................................10
30.
Severability............................................................................................10
31.
Site Security..........................................................................................10
32.
Subcontracting.......................................................................................11
33.
Survival..................................................................................................11
TABLE OF CONTENTS
34. Taxes.................................................................................................... 11
35. Termination for Cause........................................................................... 11
36. Termination for Convenience................................................................. 11
37. Termination Procedures........................................................................12
38. Treatment of Assets...............................................................................12
39. Waiver...................................................................................................13
Attachment A, Scope of Work
Attachment B, Budget
FACE SHEET
Contract Number: 18-46118-02
Washington State Department of Commerce
Community Services and Housing Division
Housing Assistance Unit
Consolidated Homeless Grant (CHG)
i. Grantee
2. Grantee Doing Business As (optional)
City of Federal Way
Community Development Department
33325 811 Ave. South
Federal Way, Washington, 98003
3. Grantee Representative
4. COMMERCE Representative
Jeffery Watson
Julie Montgomery 1011 Plum St. SE
Olympia, Washington
Community Services Manager
Grant Manager
360-725-2963 98501-1011
253-835-2650
jeff.watson@cityoffederalway.com
julie.montgomery@commerce.wa.gov
5. Grant Amount
6. Fundi Source
7. Start Date
8. End Date
$100,000.00 !
Federal: ❑ State: ® Other: ❑ N/A: ❑
March 1, 2019
June 30, 2019
9. Federal Funds (as applicable) Federal Agency: CFDA Nhmbr
N/A N/A N/A
10. Tax ID #
11. SWV # 12. UBI #
13. DUNS #
91-1462550
SWV0015957 ` 601-223-538
612509901
14. Grant Purpose
This grant funds emergency shelter for families with children experiencing homelessness.
COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of
this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The
rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by
reference: Grant Terms and Conditions including Attachment "A" — Scope of Work and Attachment "B" — Budget.
NTEE
FOR COMMERCE
at a
Diane Klontz, sis ant Director
Community S ices and Housing Division
Tifo
and. itle
*Date
Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1. GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Grant.
The Representative for COMMERCE and their grant information are identified on the Face Sheet
of this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet
of this Grant.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed $100,000 for the performance of all things
necessary for or incidental to the performance of work as set forth in Attachment A - Scope of Work.
Grantee's compensation for services rendered shall be based in accordance with Attachment B —
Budget.
3. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly
completed COMMERCE invoices, which shall be submitted to the Representative for COMMERCE
not more often than monthly. Exceptions to the single billing per month (or quarterly) can be made by
Commerce on a case-by-case basis.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Grantee.
COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the
Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of
this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
4. ELIGIBLE USE OF FUNDS
Funding awarded under this Grant may only be used for activities and expenses described in the
Scope of Work — Attachment A.
5. SUBCONTRACTOR DATA COLLECTION
Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but not necessarily limited
to minority-owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors"
shall mean subcontractors of any tier.
6. INSURANCE
The Grantee shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the state should there be any claims, suits, actions, costs, damages or
expenses arising from any loss, or negligent or intentional act or omission of the Grantee or
Subgrantee/subcontractor, or agents of either, while performing under the terms of this Grant.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the
insurance shall name the state of Washington, its agents, officers, and employees as additional
insureds under the insurance policy. All policies shall be primary to any other valid and collectable
insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days
advance notice of any insurance cancellation, non -renewal or modification.
The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a
certificate of insurance which outlines the coverage and limits defined in this insurance section.
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30)
calendar days prior to expiration of each policy required under this section.
The Grantee shall provide insurance coverage that shall be maintained in full force and effect during
the term of this Grant, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000
per occurrence. Additionally, the Grantee is responsible for ensuring that any
Subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of
subgrants/subcontracts.
Automobile Liability. In the event that performance pursuant to this Grant involves the use of
vehicles, owned or operated by the Grantee or its Subgrantee/subcontractor, automobile liability
insurance shall be required. The minimum limit for automobile liability is $1,000,000 per
occurrence, using a Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance. The Grantee shall maintain
Professional Liability or Errors and Omissions Insurance. The Grantee shall maintain minimum
limits of no less than $1,000,000 per occurrence to cover all activities by the Grantee and
licensed staff employed or under contract to the Grantee. The state of Washington, its agents,
officers, and employees need not be named as additional insureds under this policy.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf
of the Grantee for the purpose of receiving or depositing funds into program accounts or issuing
financial documents, checks, or other instruments of payment for program costs shall be insured
to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Grant shall be $100,000 or the
highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subgrantees/subcontractors that receive $10,000 or more per year in funding through this
Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by
Subgrantee/subcontractors pursuant to this paragraph shall name the Grantee as beneficiary.
C. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that COMMERCE will be provided thirty (30) days' advance written notice of
cancellation.
D. Local Government Grantees that Participate in a Self -Insurance Program
E. Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval
from COMMERCE, the Grantee may provide the coverage above under a self-insured/liability
pool or self-insured risk management program. In order to obtain permission from
COMMERCE, the Grantee shall provide: (1) a description of its self-insurance program, and
(2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All
self-insured risk management programs or self-insured/liability pool financial reports must
comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting
standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2)
Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual
instructions for financial reporting. Grantee's participating in joint risk pools shall maintain
sufficient documentation to support the aggregate claim liability information reported on the
balance sheet. The state of Washington, its agents, and employees need not be named as
additional insured under a self-insured property/liability pool, if the pool is prohibited from
naming third parties as additional insured.
F. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self-
insurance, evidencing continued coverage under Grantee's self-insured/liability pool or self -
N
SPECIAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
insured risk management program. Such annual summary of coverage and letter of self-
insurance will be provided on the anniversary of the start date of this Agreement.
6. WASHINGTON STATE QUALITY AWARD
Washington State RCW 43.185C.210 (5) (a). Beginning in 2011, each eligible organization receiving
over five hundred thousand dollars during the previous calendar year from sources including: (a)
State housing -related funding sources; (b) the affordable housing for all surcharge in RCW 36.22.178;
(c) the home security fund surcharges in RCW 36.22.179 and 36.22.1791; and (d) any other
surcharge imposed under chapter 36.22 or 43.185C RCW to fund homelessness programs or other
housing programs, shall apply to the Washington State quality award program for an independent
assessment of its quality management, accountability, and performance system, once every three
years.
Cities and counties are exempt from these requirements until 2018 unless they are receiving more
than $3.5 million annually from the sources cited above. [See 43.185C.210 (5) (a) and
RCW43.185C.240(1)(b).]
For more information about WSQA visit their website at www.performanceexcellencenw.org
7. ORDER OF PRECEDENCE
In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Scope of Work
• Attachment B — Budget
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
1. DEFINITIONS
As used throughout this Grant, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the
Grantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or
Facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this
Grant, and shall include all employees and agents of the Grantee.
E. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or
receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. "State" shall mean the state of Washington.
G. "Subgrantee/subcontractor" shall mean one not in the employment of the Grantee, who is
performing all or part of those services under this Grant under a separate Grant with the Grantee.
The terms "subgrantee/subcontractor" refers to any tier.
H. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass-
through entity to carry out a federal program, but does not include an individual that is a beneficiary
of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or
services in the course of normal trade or commerce.
I. "Vendor" is an entity that agrees to provide the amount and kind of services requested by
COMMERCE; provides services under the grant only to those beneficiaries individually determined
to be eligible by COMMERCE and, provides services on a fee-for-service or per-unit basis with
contractual penalties if the entity fails to meet program performance standards.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this
Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State
Auditor at no additional cost. This includes access to all information that supports the findings,
conclusions, and recommendations of the Grantee's reports, including computer models and the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Grant shall
be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Grant contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of
the parties hereto.
5. AMENDMENTS
This Grant may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as
the "ADA" 28 CFR Part 35
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The Grantee must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services, and telecommunications.
7. ASSIGNMENT
Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the
Grantee without prior written consent of COMMERCE.
8. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Grant, in the event of litigation or other
action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs.
9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by
COMMERCE;
2. All material produced by the Grantee that is designated as "confidential" by COMMERCE;
and
3. All personal information in the possession of the Grantee that may not be disclosed under
state or federal law. "Personal information" includes but is not limited to information related to
a person's name, health, finances, education, business, use of government services,
addresses, telephone numbers, social security number, driver's license number and other
identifying numbers, and "Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale,
or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for
the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential
Information to any third party except with the prior written consent of COMMERCE or as may be
required by law. The Grantee shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of.any state or federal laws related thereto. Upon request,
the Grantee shall provide COMMERCE with its policies and procedures on confidentiality.
COMMERCE may require changes to such policies and procedures as they apply to this Grant
whenever COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Grantee shall make the changes within the time period specified
by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Grantee against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
10. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE
may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found
after due notice and examination by COMMERCE that there is a violation of the Ethics in Public
Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the
CONTRACTOR in the procurement of, or performance under this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington. The Grantee and their subcontractor(s) must identify any
person employed in any capacity by the state of Washington that worked on the Commerce program
administering this Grant, including but not limited to formulating or drafting the legislation,
participating in grant procurement planning and execution, awarding grants, and monitoring grants,
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
during the 24 month period preceding the start date of this Grant. Identify the individual by name, the
agency previously or currently employed by, job title or position held, and separation date. If it is
determined by COMMERCE that a conflict of interest exists, the Grantee may be disqualified from
further consideration for the award of a Grant.
In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue
the same remedies against the Grantee as it could pursue in the event of a breach of the contract by
the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law. The existence of
facts upon which COMMERCE makes any determination under this clause shall be an issue and may
be reviewed as provided in the "Disputes" clause of this contract.
11. COPYRIGHT
Unless otherwise provided, all Materials produced under this Grant shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered "works for
hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest
in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
represents that the Grantee has all rights and permissions, including intellectual property rights, moral
rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Grant, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Grant. The
Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement
received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall
have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee.
12. DISPUTES
Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot
be resolved by direct negotiation, either party may request a dispute hearing with the Director of
COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Grantee's name, address, and Contract number; and
• be mailed to the Director and the other party's (respondent's) Grant Representative within
three (3) working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five (5) working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten (10) working days. The Director or designee may extend this period if necessary by notifying the
parties.
7
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
13. DUPLICATE PAYMENT
COMMERCE shall not pay the Grantee, if the GRANTEE has charged or will charge the State of
Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the
same services or expenses.
14. GOVERNING LAW AND VENUE
This Grant shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
15. INDEMNIFICATION
To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state, from and against all claims for injuries or death arising out of or resulting from the
performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit,
action, damage, or expense, including but not limited to attorneys fees, attributable for bodily injury,
sickness, disease, or death, or injury to or the destruction of tangible property including loss of use
resulting therefrom.
The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's
agents, employees, representatives, or any subgrantee/subcontractor or its employees.
The Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising
out of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform
the Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be
eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies,
employees and officials.
The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend
and hold harmless the state and its agencies, officers, agents or employees.
16. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Grant. The
Contractor and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be
an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
Contractor make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the Contractor.
17. INDUSTRIAL INSURANCE COVERAGE
The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf
of its employees as may be required by law, COMMERCE may collect from the Grantee the full
amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE
under this Contract, and transmit the deducted amount to the Department of Labor and Industries,
(L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from
the Grantee.
18. LAWS
The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of
local, state, and federal governments, as now or hereafter amended.
0
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
19. LICENSING, ACCREDITATION AND REGISTRATION
The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
20. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to
be made prior to action) shall have the express, implied, or apparent authority to alter, amend,
modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment,
modification, or waiver or any clause or condition of this contract is not effective or binding unless
made in writing and signed by the Authorized Representative.
21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Grant, the Grantee shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Grantee's non-compliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded,
canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further
grants with COMMERCE. The Grantee shall, however, be given a reasonable time in which to cure
this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set
forth herein.
22. PAY EQUITY
The Grantee agrees to ensure that "similarly employed" individuals in its workforce are compensated
as equals, consistent with the following:
a. Employees are "similarly employed" if the individuals work for the same employer, the
performance of the job requires comparable skill, effort, and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
b. Grantee may allow differentials in compensation for its workers if the differentials are based
in good faith and on any of the following:
(i) A seniority system; a merit system; a system that measures earnings by quantity or
quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
(ii) A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender-based differential; and accounts for the entire differential.
(iii) A bona fide regional difference in compensation level must be: Consistent with
business necessity; not based on or derived from a gender-based differential; and
account for the entire differential.
This Grant may be terminated by the Department, if the Department or the Department of Enterprise
services determines that the Grantee is not in compliance with this provision.
23. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of
any person for public office.
24. PUBLICITY
9
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
The Grantee agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned, or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the
prior written consent of COMMERCE.
25. RECAPTURE
In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws,
and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount
to compensate COMMERCE for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by the Grantee of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Grant.
26. RECORDS MAINTENANCE
The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant
and performance of the services described herein, including but not limited to accounting procedures
and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended
in the performance of this Grant.
The Grantee shall retain such records for a period of six years following the date of final payment. At
no additional cost, these records, including materials generated under the Grant, shall be subject at
all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
27. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Grantee shall complete registration with the Washington State Department of
Revenue.
28. RIGHT OF INSPECTION
The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any
other authorized agent or official of the state of Washington or the federal government, at all reasonable
times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this
Grant.
29. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or
terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day
notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding
limitations and conditions.
30. SEVERABILITY
The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the Grant.
31. SITE SECURITY
While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in
all respects with physical, fire or other security policies or regulations.
10
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
32. SUBGRANTING/SUBCONTRACTING
The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written
approval of COMMERCE.
If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they
relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or
(c) require the Grantee to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant. The Grantee
is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition
of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal
conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce
the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
33. SURVIVAL
The terms, conditions, and warranties contained in this Grant that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Grant shall
so survive.
34. TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income
or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole
responsibility of the Grantee.
35. TERMINATION FOR CAUSE
In the event COMMERCE determines the Grantee has failed to comply with the conditions of this
Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before
suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to
take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be
terminated or suspended.
In the event of termination or suspension, the Grantee shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original Grant and the replacement
or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the
competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to
terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her
control, fault or negligence.
The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition
to any other rights and remedies, provided by law.
36. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this
Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this
Grant for services rendered or goods delivered prior to the effective date of termination.
11
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
37. TERMINATION PROCEDURES
Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may
require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the
performance of such part of this Grant as has been terminated. The provisions of the "Treatment of
Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work
and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE
for (i) completed work and services for which no separate price is stated, (ii) partially completed work
and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection
and preservation of property, unless the termination is for default, in which case the Authorized
Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such
determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE
may withhold from any amounts due the Grantee such sum as the Authorized Representative
determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Grantee -shall:
1. Stop work under the Grant on the date, and to the extent specified, in the notice;
2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as
may be necessary for completion of such portion of the work under the Grant that is not terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Grantee under the orders and
subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion,
to settle or pay any or all claims arising out of the termination of such orders and
s u bg ra nts/subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the Grant had been completed, would have
been required to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this Grant, which is in the possession of the
Grantee and in which COMMERCE has or may acquire an interest.
38. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item
of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the
Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this Grant, shall
pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this
Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii)
reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs.
A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or
approved by COMMERCE, be used only for the performance of this Grant.
12
GENERAL TERMS AND CONDITIONS
GENERAL GRANT
STATE FUNDS
B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Grantee or which results from the failure on the part of the Grantee to
maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon
completion, termination or cancellation of this Grant
All reference to the Grantee under this clause shall also include Grantee's employees, agents or
Subgrantees/Subcontractors.
39. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
13
Attachment A
Scope of Work
Grantee shall commit to funding and oversight of emergency shelter for families with children
experiencing homelessness.
1. Predevelopment/acquisition costs associated with the establishment of a permanent
shelter
✓ Property appraisals
✓ Environmental site assessments (ESA)
✓ Property surveys
✓ Legal fees for real estate related functions
✓ Other expenses as approved by Commerce
2. Hotel/motel vouchers and supportive services
✓ Hotel/motel expenses to provide emergency housing for families experiencing homelessness.
Housing status must be verified prior to proving hotel/motel .voucher
✓ Supportive services to assist families in finding permanent housing
✓ Up to $1,500 in flexible funds for homeless families for expenses related to finding and
maintaining permanent housing
14
Attachment B
Budget
March 1, 2019 - June 30, 2019
Predevelo ment/ac uisition costs
$40,000
Hotel/motel vouchers and SuRportive services
$60,000
f
Grant Total
$100,000.00
15
Fusi13REV2
Non Profit Insurance Program
CERTIFICATE OF COVERAGE Issue Date: 03/22/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXTEN D OR ALTER T HE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTI FICATE OF COVERAGE DOES NOT CONSTI TUE A CONTRACT
BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAT IVE OR PRODUCER, AND THE CERT IFICATE HOLDER.
------------------------------------------------------------------------------------------------
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGRATION IS WAIVED, subject to the terms and conditions of
the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
COMPANIES AFFORDING COVERAGE
DESCRIPTION
GENERAL LIABILITY
Clear Risk Solutions
American Alternative Insurance Corporation, et al.
451 Diamond Drive
Ephrata, WA 98823
AUTOMOBILE LIABILITY
American Alternative Insurance Corporation, et al.
PROPERTY
INSURED
06/01/2020
Fusion
American Alternative Insurance Corporation, et al.
PO Box 23934
MISCELLANEOUS PROFESSIONAL LIABILITY
Federal Way, WA 98093
Princeton Excess and Surplus Lines Insurance Company
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD
INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SH OWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE POLICY NUMBER POLICY EFF
POLICY EXP
DESCRIPTION
LIMITS
DATE
DATE
GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY N1 -A2 -RL -0000013.09 06/01/2018
06/01/2020
PER OCCURRENCE
$5,000,000
OCCURRENCE FORM
PER MEMBER AGGREGATE
$10,000,000
INCLUDES STOP GAP
PRODUCT -CO MP/OP
$5,000,000
PERSONAL & ADV. INJURY
$5,000,000
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
$50,000,000
AUTOMOBILE LIABILITY
ANY AUTO N1 -A2 -RL -0000013.09 06/01/2018
06/01/2020
COMBINED SINGLE LIMIT
$5,000,000
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
PROPERTY ,
N1 -A2 -RL -0000013-09 06/01/2018
06/01/2020
ALL RISK PER OCC EXCL EQ & FL
$75,000,000
EARTHQUAKE PER OCC
$1,000,000
FLOOD PER OCC
$1,000,000
(PROPERTY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
MISCELLANEOUS PROFESSIONAL LIABILITY
N1 -A3 -RL -0000060.09 06/01/2018
06/01/2020
PER CLAIM
$5,000,000
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
$40,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / SPECIAL ITEMS
Regarding the 2019-2020 Human Services Grant, pertaining to Family Shelter. City of Federal Way is named as Additional
Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is
attached.
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
Attn: Sarah Bridgeford
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
3515482
AMERICAN ALTERNATIVE
INSURANCE COMPANY
ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION
(GENERAL LIABILITY)
Named Insured
Non Profit Insurance Program NPIP
Policy Number
Endorsement Effective
N 1 -A2 -RL -0000013-09
6/1/2018
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modifies insurance provided under the following:
GENERAL LIABILITY COVERAGE PART
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above.
Schedule
Person or Organization (Additional Insured): As Per Schedule on file with Clear Risk Solutions, Underwriting Administrator
Attn: Sarah Sridgeford
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
Regarding the 2019-2020 Human Services Grant, pertaining to Family Shelter. City of Federal Way is named as Additional
Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is
attached.
A. With respects to the General Liability Coverage Part only, the definition of Insured in the Liability Conditions, Definitions
and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above
Schedule. Such Person or Organization is an Insured only with respect to liability for Bodily Injury, Property Damage, or
Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those
acting on your behalf:
1. In performance of your ongoing operations; or
2. In connection with your premises owned or rented to you.
B. The Li mits of Insurance applicable to the additional Insured are those specified in either the:
1. Written contract or written agreement; or
2. Declarations for this policy,
whichever is less. These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations.
All other terms and conditions remain unchanged.
Includes copyrighted material of the Insurance Services Office, Inc., with its permission.
RL 2163 12/12 Page 1 of 1
3515483
ti
Ift CITY OF
Way
4wnwl
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www atyoffederahvay com
City of Federal Way
Authorized Signatures for Invoices
I authorize the following individuals to sign invoices and quarterly reports on behalf of:
t'f�g Iry (Contracting Agency),
for
the following:Z�tS�N17�7cQcOc�he �/' (Program Title).
Authorizing
Signature:
(must be signed by
person who signs
the contract,
generally,
Executive Director)
Additional
Authorized
Signature:
Additional
Authorized
Signature:
(3rcmX.
(Print6d Name)
O)or J C�'l�11V
(Title)
(Signature) (Date)
int�d Name)
/ ,A
ture)
(Printed Name)
(Signature)
(Title)
-g/,a/,V7
(Date)
(Title)
(Date)
Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a
name to or delete names from this list.
BUSINESS INFORMATION
Business Name:
FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED ANDNEEDY
UBI Number:
602 388 063
Business Type:
WA NONPROFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
5162 SW 311TH ST, FEDERAL WAY, WA, 98023, UNITED STATES
Principal Office Mailing Address:
Expiration Date:
04/30/2020
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
04/20/2004
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
CHARITABLE
REGISTERED AGENT INFORMATION
Registered Agent Name:
SHIRLEY AYERS
Street Address:
308 SW 295TH PL, FEDERAL WAY, WA, 98023-0000, UNITED STATES
Mailing Address:
PO BOX 23934, FEDERAL WAY, WA, 98093-0000, UNITED STATES
GOVERNORS
Title
Governors Type Entity Name
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
First Name Last Name
BYRON
HILLER
DAVID
HAARRISON
KATHY
GENDRON
PAULA
FREEMAN
FUSION BY-LAWS
Updated May, 2014
ARTICLE_ -I - NAME
The name of this organization shall be "Friends United to Shelter.the Indigent, Oppressed, and
Needy" and will be known as "FUSION".
ARTICLE II - PURPOSE
The mission of FUSION is to provide transitional housing and support services to the homeless
in our community so they will have a safe, secure environment as they work toward self-
sufficiency.
ARTICLE III - MEMBERSHIP
Participation shall be open to all individuals who are interested in actively supporting the ideals
of FUSION.
ARTICLE IV - REGISTERED OFFICE
Section 1: The mailing address for this organization is P.O. Box 23934, Federal Way, WA
98093-0934 but may be changedd if necessary by the FUSION Board of Directors.
Section 2: The Employer Identification Number is 01-0814641 for non-profit status.
Section 3: The UBI number is 602-388-063.
Section 4: The State of Washington Charities Program Registration number is 20737.
ARTICLE V - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order shall govern the meetings
of FUSION in the event of a parliamentary conflict.
ARTICLE VI - MEETINGS
The presence of a simple majority of the Board membership shall constitute a quorum and shall
be necessary to conduct business.
Section 1: The Board of Directors shall meet once a month.
Section 2: The Executive Board shall meet at least six (6) times a year.
Section 3: The Advisory Council shall meet at least once per year.
Section 4: Special meetings may be called at the discretion of any of the Board of Directors or
Advisory Council. All members of the Board or Advisory Council invited to the meeting shall
be notified in writing two (2) weeks prior to said meeting. Such notice shall state the reason for
the special meeting. No other business but that specified in the notice may be transacted at such
a special meeting without the unanimous consent of all present at such a meeting.
ARTICLE VII - BOARD OF DIRECTORS
Section 1: Minimum Number of Positions — The Board shall have a minimum of 11 members.
Among the Board members are the Executive Board and the following positions: Housing Unit
Coordinator, Volunteer Coordinator, Regulatory Compliance, Public Relations,
Communications, Administration, Fund Development and Board Member at Large (optional
positions).
Section 2:@Terms of Office - All Board positions are three year terms which will be staggered to
avoid a complete turnover in any one year with the exception of the Founders which are lifetime.
Section 3: Nominations and Elections - Elections shall be held annually. The President shall
appoint a Nominating Committee which will include the Volunteer Coordinator. The Nominating
Committee will present a slate of candidates for the vacant Board positions and interview all
potential Board members. The elections will be held at a regular Board meeting during the
fourth quarter of each year. Nominations can also be made from the floor at the Board meeting.
The Nominating Committee will identify a slate of officers within the Board candidates listing.
Officer nominations may also be made from the floor.
Section 4: Vacancy - ShouId an out -of. -sequence vacancy in the Board of Directors occur, the
President will propose a replacement, who will start a new three year term. The remaining
members of the Board shall vote on the nomination. If the vacancy is the President, the Vice
President will propose the Board member replacement.
Section 5: Voting - Each Board Member present shall have one vote. Where more than one
person shares a Board position, only one vote is designated for that position. A simple majority
shall govern all voting except in the case of Board member removal (see Section 8).
Section 6: Duties - Officers shall assume their elected positions at the January meeting. Officers
will see an orderly transition of information and materials to the new officers.
Section 7: Compensation - Board members serve with no compensation other than reasonable
expenses. Such reimbursements are made when submitted in accordance with procedures
prescribed by the Finance Committee.
Section 8: Resignation, Termination and Absences - Resignation from the Board must be in
writing and received by the Board President and Secretary. Founders may only be terminated by
voluntary resignation. Any other Board member shall be dropped for excess absences from the
Board if there are three unexcused absences from Board meetings in one calendar year Any
other Board member may also be removed for other reasons by a three-fourths vote of the
remaining directors.
ARTICLE VIII - EXECUTIVE BOARD
The Executive Board is empowered to act when the full board cannot or is unavailable. The
Executive Board will consist of the following:
Section 1: President - The President shall be the principal executive officer of the organization
and shall, in general, supervise and control all of the business affairs of the organization. The
President's duties shall include, but not be limited to:
• sign all documents necessary to carry on the business and mission of FUSION,
If the President is not present the Founders shall have authority to sign any
documents necessary to carry on the business and mission of FUSION.
• preside at all of the meetings of the Board of Directors, Executive Board and the
Advisory Board,
• authorize and appoint,individuals to Special Committees,
• supervise and monitor the duties and performances of any paid personnel.
Section 2: Vice President - The duties of the Vice President shall include, but not be limited to:
• in the absence of the President, perform the duties of the President,
• organize the spring and fall retreats for the Board,
• review the strategic plan on an annual basis,
• update by-laws and job descriptions with the President as needed.
Section 3: Board Secretary - The duties of the Board Secretary shall include, but not be limited
to:
• record the minutes at all of the meetings of the Board of Directors, Executive Board and
the Advisory Board,
• distribute the minutes of each meeting to appropriate members, within 14 days of the next
meeting,
• file initialed copies of the minutes in the FUSION office,
• assist the Office Manager as needed and be familiar with FUSION office files and
supplies,
• track the hour to assist the President to end the meeting on time,
• maintain an up-to-date roster of Board members, including their address, telephone
numbers, e-mail and other contact information.
Section 4: Treasurer - The duties of the Treasurer shall include, but not be limited to:
• monitor the finances, and work closely with the office staff and the
bookkeeper/administrative assistant when applicable,
responsible for the payment of outstanding bills in a timely manner,
• issue a monthly financial statement to the Board,
• balance the past year's year-to-date financial report in January,
• ensure the Form 990 is filed in a timely manner.
Section 5: Founder — The Founders shall focus on fund raising and increasing awareness of the
organization's mission.
ARTICLE IX - ADVISORY COUNCIL
Section 1: The Advisory Council shall offer input and advice in areas of expertise and suggest
resources for specific projects. The Advisory Council has no decision-making authority.
Section 2: The Advisory Council shall consist of at least nine members of the community
selected by the Board members of FUSION.
Section 3: The Advisory Council shall meet at least once per year with the FUSION Board at a
time and location selected by the Board.
ARTICLE X - FINANCE COMMITTEE
The Finance Committee consists of the following Board members: Treasurer, President, Past
President, Office Manager and others as designated by the President. Duties include, but are not
limited to:
• monitor the accounting and control systems of the organization,
• accountability to the Board for financial activities,
• establish and implement reimbursement procedures,
• compile the annual budget and submission to the Board for approval,
• policy recommendations to the Board relating to finance, banking and budget.
ARTICLE XI - SPECLAL COMMITTEES
The Board may create special committees, as needed, for example, but not limited to, nominating
committee for replacing Board members, committees for contract negotiations, strategic
planning, or purchase of additional housing. The Board President shall appoint all special
committee chairs.
ARTICLE XII - FINANCES
Section 1: An annual review shall be conducted by an outside, certified accountant to be
appointed each year.
Section 2: The Executive Board must approve expenditures over $500.00. All expenses related
to upkeep and/or repair for the housing units over $500.00, will be subject to Executive Board
4pproval whenever reasonably possible. Housing expenses under $500.00 will be at the
discretion and approval of the Housing Chair and the applicable management team, and reported
to the Board of Directors on or before the next regular meeting. Emergency replacements and/or
repairs in excess of $500.00 shall be approved by the Housing Chair or applicable management
team.
Section 3: All checks over $500.00 must have two authorized signatures, one of which will be
an operating officer. Any expenditure outside the budget will be approved by the Board.
Section 4: Persons authorized to sign checks are the President, Vice President, Board Secretary
and FUSION Founders.
Section 5: In addition to the authorized check signers in Section 4, the boutique Liaison on the
Board of Directors is also authorized to sign checks drawn only on the FUSION Boutique
checking account.
ARTICLE XIII - AMENDMENTS
These By -Laws may be amended, altered, or repealed at any regular or special meeting of the
Board with approval of a two-thirds majority of the Board members. Notice of the proposed
amendment must be contained in the notice of the meeting and mailed to all Board members at
least two weeks prior to said meeting.
ARTICLE XIV - COMMUNICATIONS
The preferred form of mail shall be electronic and it is each Board member's duty to update the
Board Secretary with a current address and preferred means of contact, whether temporary or
permanent. Regular postal mail shall be used only upon written request to the Board Secretary.
ARTICLE XV— FINAL DISPOSITION
Upon dissolution of the organization the Executive Board, after making provisions for the
payment of all liabilities of the organization, shall distribute all remaining assets to an
organization designated by the Board of Directors as mandated by the Amended Articles of
Incorporation.
The above By -Laws were updated by the FUSION Board of Directors on May 12, 2014.
1
APPROVED (11 I Pae Ali Date
President: Robert Wroblewski
APPROVED i Date �IT
Secretary: Pat Dillon
May, 2014