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AG 23-036 - PEDIATRIC INTERIM CARE CENTERRETURN TO: Victoria Banks EXT: 2604 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON: Patti Spaulding-Klewin EXT: 2651 3. DATE REQ. BY: 4. 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 A HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Infant Withdrawal Program 6. NAME OF CONTRACTOR: Pediatric Interim Care Center ADDRESS: 328 4th Ave s, Kent, WA 98032 TELEPHONE 253-835-5253 E-MAIL' nursery@picc.net FAX: SIGNATURENAME: Barbara ❑rennen TITLE 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES N COMPENSATION IN INSURANCE REQUIREMENTS/CERTIFICATE X ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2023 COMPLETION DATE: 12/31/2024 9. TOTAL COMPENSATION $ 10,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES R.NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-7300-083-562-10410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED A PROJECT MANAGER SJB 12/14/2022 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW KVA 12/21 /2022 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: 11115/2022 12. CONTRACT SIGNATURE ROUTING .W. SENT TO VENDOR/CONTRACTOR DATE SENT: 12/30/22 DATE REC'D: 2/13/23 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION 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 1 DATE SIGNED LAW DEPARTMENT ZIftin `� 6P GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# o�'j-oCo COMMENTS: Approved Council budget 11115/2022 2/2017 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crtyoffederalway com HUMAN SERVICES AGREEMENT FOR INFANT WITHDRAWAL PROGRAM This Human Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pediatric Interim Care Center the Newborn Nursery, 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: PEDIATRIC INTERIM CARE CENTER THE I CITY OF FEDERAL WAY: NEWBORN NURSERY: Barbara Drennen Patti Spaulding-Klewin 328 4th Ave S 33325 8th Ave. S. Kent, WA 98032 Federal Way, WA 98003-6325 253-852-5253 (telephone) (253) 835-2651 (telephone) nursery(a_),picc.net Patti. Spaulding-Klewin@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2023 and terminating on December 31, 2024 ("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. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 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. 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. 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 Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. HUMAN SERVICES AGREEMENT - 1 - 10/2022 CITY OF CITY HALL Fed ` ra I Way 33325 8th Avenue South Gp Federal Way, WA 98003-6325 (253) 835-7000 www cityoSederalway com 4.2 Method of Payment. On a quarterly basis, the Agency shall submit to the City an invoice for payment on a form provided by the City and all reports as required by this Agreement. Payment shall be made on a quarterly 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 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 for each quarter, 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 Human 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 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 Non-A,p,�roQriation 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, 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 Ci�Indemnificatiocation. 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. HUMAN SERVICES AGREEMENT - 2 - 10/2022 CITY OF CITY HALL Federal Way 33325 Avenue South Federall Way, WA 98003-6325 (253) 835-7000 www cltyoffederalway.com 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 W,000,000 for each occurrence and $2,000,000 general aggregate. 1 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 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 Liab�. 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. C ONFIDENTIALITY. 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 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, or other governmental officials authorized by law to monitor this Agreement. HUMAN SERVICES AGREEMENT - 3 - 10/2022 C17r OF CITY HALL -, 33325 8th Avenue South Federal Way, WA 98003-6325 Federal ay (253) 835-7000 www cityoffederalway com 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 income 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. 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 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 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. HUMAN SERVICES AGREEMENT - 4 - 10/2022 CITY OF CITY HALL South Federal edaral Way Feder l Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway com 13.3 Compliance with Laws. The Agency shall comply with and perform the Services iniaccordance 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. 13.4 Enforcement. Time is of the essence in 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 maybe 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 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. 13.5 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 - 5 - 10/2022 CITY OF CITY HALL _South S Federal Way Feder l Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www cltyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: �Wvub S44ph6le Courtney, CM ",ity Clerk APPROVED AS TO FORM: DATE: Ryan Call, City Attorne PEDIATRIC INTERIM CARE CENTER THE NEWBORN NURSERY: By Printed Name: Ar a- 1c-t1hn en _ Title: eX e C��=, w s-r o Y rt=�v x' ��A�It. DATE: m 0.~/0 0���j STATE OF WASHINGTON) ```7I�y 1 COUNTY OF On this day ersonally appear d before me d1W� ( to me known to be the Q / ► e - j,� of �,8�� i i 1`►er IQthat 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. -L GIVEN my hand and official seal this _ 1� day of -0,-rL , 20.. Notary's signature Notary's printed nameNotary Public Public in and for the State of Washington. My commission expires del-4 7 --�5- HUMAN SERVICES AGREEMENT - 6 - 10/2022 CITY OF .� Federal Pro'ect Services Summa CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway.. corn EXHIBIT A SERVICES The Agency shall provide safe shelter, 24-hour medical monitoring, and specialized nursing care for newborns withdrawing from prenatal exposure to opiates and other drugs. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents with Human Services funds: 1st 2nd 3rd 4th Quarter Quarter Q Quarter Q Quarter Total JAN. - APRIL - JULY - OCT. - MARCH JUNE SEPT. DEC. No. of unduplicated Federal Way persons assisted in 2023 1 0 0 0 1 No. of unduplicated Federal Way persons assisted in 2024 1 0 0 0 1 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: ist 2nd 3rd 4th Quarter Quarter Quarter Quarter Total JAN. - APRIL - JULY - OCT. - MARCH NNE SEPT. DEC. 2023 1. Childcare 2 2 2 1 7 2024 1. Childcare 2 1 21 21 1 1 7 Units of service are measured as one 24-hour day of pediatric transitional care for one drug -exposed infant in Pediatric Interim Care's Newborn Nursery to include medical monitoring and nursing care. HUMAN SERVICES AGREEMENT -7- 10/2022 CITY OF Federal C. Performance Measure(s) CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cltyoffederal way. com Outcome: Prenatally drug -exposed infants weaned off drug dependency and stabilized to a healthy condition appropriate for home care within 30-60 days Indicator: Neonatal Abstinence Scoring System ("NAS") Score averaging less than 7, a standardized scoring tracked via medical records Target 90% 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. Documentation of client address; residency verified via King County Parcel Viewer. HUMAN SERVICES AGREEMENT - 8 - 10/2022 CITY OF Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cltyoffederalway.. com 9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by HUD. King County FY 2022 Income Limits Summary Median FY 2022 Income Income 1 2 3 4 5 6 7 8 King Limit Person Persons Persons Persons Persons Persons Persons Persons County Category Extremely Low (30%) $27,200 $31,050 $34,950 $38,800 $41,950 $45,050 $48,150 $51,250 Income Limits Very Low $134,600 (50%) $45,300 $51,800 $58,250 $64,700 $69,900 $75,100 $80,250 $85,450 Income Limits Low (80%) $66,750 $76,250 $85,800 $95,300 $102,950 $110,550 $118,200 $1.25,800 Income Limits The Agency agrees to use updated Income Guidelines which will be provided by the City. Reports and Reporting Schedule The Agency shall collect and report client information to the City quarterly and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. 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 Human Services General Fund Program. HUMAN SERVICES AGREEMENT - 9 - 10/2022 '4!Corr of Federal Pryiect Budget CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com EXHIBIT B COMPENSATION The Agency shall apply the following funds to the project. The total amount of compensation pursuant to this Agreement shall not exceed Ten Thousand and 00/100 Dollars ($10,000.00). City of Federal Way Funds 2023 2024 City of Federal Way General Fund: $5,000.00 $5,000.00 Total City of Federal Way Funds: $5,000.00 $5,000.00 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 1 st Quarter: April 15 or within 10 days of notice to proceed, whichever is later; 2nd Quarter: July 15; 3rd Quarter: October 15; and 4th Quarter: Final Reimbursement Request and Service Unit Report forms due January 8; Demographic Data Report and Annual Outcome Data Report due January 15. The Agency shall submit payment requests in the format requested by the City. Payment requests shall include a copy of the Service Unit Report. Estimated Quarterly Payments: 2023 1 st Qtr $1,250.00 2nd Qtr $1,250.00 3rd Qtr $1,250.00 4th Qtr $1,250.00 2024 1st Qtr $1,250.00 2nd Qtr $1,250.00 3rd Qtr $1,250.00 4th Qtr $1,250.00 Quarterly payment requests shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit Report. HUMAN SERVICES AGREEMENT - 10 - 10/2022 clrr OF CITY HALL �� Federal edaral Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cttyotfederalway com City of Federal Way Human Services Contract for 2022-2023General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: �� r �cVv ; c 1 r,'-r, ��� 'av �:e Yz-r The I4eorh rL,.e (Contracting Agency), for the following, . k- k) Ar-au-�cck Ya vo (Program Title). Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) Additional Authorized Signature: Additional Authorized Signature: (Printed Name) (Title) r (Printed Name) (Signature) (Date) (Title) (Date) (Printed Name) (Title) (Signature) (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. PEDIINT-01 A`QRo CERTIFICATE OF LIABILITY INSURANCE DATE (MMI022 DD[YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Pilkey, Hopping & Ekberg, Inc PHONE 2 756-2000 FAX 253 756-5336 2102 N Pearl St, Ste 102 {ndc, Na, Exlr (53) talc' Na):.( ) Tacoma, WA 98406 Ffiikss, lnsurance@pbO.Imurance.com INSURERS AFFORDING COVERAGE G # INSURER A: James River Ins Co INSURED INSURER B:Philadelphia Indemnity Ins Co 18058 Pediatric Interim Care Center INSURER c : 328 4th Ave S INSURER D Kent, WA 98032 INSURER E INSURER F : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR TYPE OF INSURANCE A j��n POLICY NUMBER ruPirOn nnYrvEvw� I, POLICY LIMITS A X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE ❑ OCCUR X GFRI-AGGRE1 TELIMITAFIPL PER: POLICY PE� 17LOC OTHER- B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED X AUTOS ONLY AUTOS X AUTOS X ONLY ONLY AUTOS I UMBRELLA LIAR OCCUR EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNER/EXECUTIVE OFFiCERIM EMBER EXCLUDED? ❑ N / t ndatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below A Professional A Liability 1 7/1 /2022 1 7/1 /2023 1 I Ma __ __ 3 - --- -., : $ PHPK2432187 7/1/2022 7/1/2023 BODILY INJURY Per person)$ BODILY INJURY (Per accidentl S 7/1 /2021 1 7/1 /2022 _Elram- L__, _ T,-cr, n„ri�, .DISEASE -POLICY LIMIT S 1,000, 7/1/2022 7/1/2023 Per Claim 1,000, 7/1/2022 7/1/2023 Aggregate 3,000, OF OPERATIONS / LOCATtONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) older is named as an additional insured per the attached forms. City of Federal Way Attn: Brittany Julius 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 55,I � e*c k�," y f� ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SECTION II — Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by written contract or written agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." The insurance provided to the Additional Insured under this endorsement is limited as follows: 1. The person or organization is only an additional insured with respect to liability arising solely out of "your work" or "your product" which is imputed to the Additional Insured. 2. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations. 3. The insurance provided to the Additional Insured does not apply to "bodily injury" or "property damage" arising out of the rendering or failure to render professional services. 4. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" included in the "products — completed operations hazard" unless you are required to provide such coverage by written contract or written agreement but only for the period of time required by the written contract or written agreement. However, in no event, shall coverage extend beyond the expiration date of this policy. 5. Any coverage provided by this endorsement to an Additional Insured shall be excess over any other valid and collectible insurance available to the Additional Insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary or contributory basis. 6. Where no coverage shall apply herein for the Named Insured, no coverage or defense shall be afforded to the Additional Insured. 7. This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of the Additional Insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AH2312US 07-12 Page 1 of 1 From: Elaine Purchase <elainep@picc.net> Sent: Tuesday, February 14, 2023 1:56 PM To: Patti Spaulding-Klewin Subject: Request for Exception to Insurance Requirements Attachments: 2223 MASTER - City of Federal Way Attn Brittany Julius.pdf [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Dear Patti, Pediatric Interim Care Center respectfully requests an exception to the City of Federal Way's requirement for $2 million/occurrence insurance coverage for human services contracts. PICC's insurance (certificate attached) currently covers $1 million/occurrence with 3 million/aggregate coverage for general liability. We requested a quote to meet Federal Way's new $2 million/occurrence requirement, and our broker said the cost would be at least $3,000.00 per year. Since our policy runs on a July -June fiscal year and the policy change cannot be pro -rated, PICC would have to pay the additional premium three times (FY22-23, FY23-24, and FY24-25) to cover the two calendar -year Federal Way contract. That means the total cost for the Federal Way contract term would be at least $9,000.00. Since PICC's human services contract for Federal Way is $5,000.00/year, it would not be practical for the city or for PICC to go forward with a funding process that would not benefit the program for which it was intended: providing transitional care for drug - exposed newborns. All the other cities with which we have human services contracts (Kent, Renton, Des Moines, Tacoma) currently accept $1 million/occurrence coverage, and our Board of Directors deems that coverage sufficient for the organization's present needs. Like most nonprofits, PICC is still recovering from COVID's effects on fundraising and the current tight economic situation. As a medical facility, we are also confronting escalating personnel costs due to the region -wide shortage of nurses. I hope you will consider these factors in evaluating PICC's request for an exception. Elaine Purchase Development Director, Pediatric Interim Care Center 328 4th Ave. S., Kent, WA 98032 253-852-5253 Office, 253-852-5728 FAX Visit us on Facebook or at PICC's website. 10/13/22, 8:54 AM Corporations and Charities System !+'ir sS%rPNMyris-and Charities Filing System BUSINESS INFORMATION Business Name: PEDIATRIC INTERIM CARE CENTER THE NEWBORN NURSERY UBI Number: 601 250 502 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 328 4TH AVE S, KENT, WA, 98032-5836, UNITED STATES Principal Office Mailing Address: 328 4TH AVE 5, KENT, WA, 98032-5836, UNITED STATES Expiration Date: 05/31/2023 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 05/11 /1990 Period of Duration: PERPETUAL Inactive Date: Nature of Business: A SHORT-TERM FACILITYTO DRUG EXPOSED AND MEDICALLY FRAGILE INFANTS. Charitable Corporation: El hftps://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/3 f W13/22, 8:54 AM Corporations and Charities System 91-1485176 REGISTERED AGENT INFORMATION BARBARA DRENN-EN 328 4TH AVE S, KENT, WA, 98032-5836, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name FEIN Number: Gross Revenue exceed $500,000: Has Members: Public Benefit Designation: Host Home: Registered Agent Name: Street Address: Mailing Address: First Name Last Name KENNETH BUSSEY ERIC DREVER LYNN NORMAN MONICA OCHS hitps://ocfs.sos.wa.gov/#/BusinessSearch/Businessinfbnnabon 213 10/13/22, 8:54 AM Corporations and Charities System Back Filing History Name History Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Business Information 3/3 12/1 /22, 9:17 AM Washington State Department of Revenue Washington State Department of Reveriuc < Business Lookup License Information: Entity name: PEDIATRIC INTERIM CARE CENTER THE NEWBORN NURSERY Business name: PEDIATRIC INTERIM CARE CENTER Entity type: Nonprofit Corporation UBI #: 601-250-502 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: 328 4TH AVE S KENT WA 98032-5836 328 4TH AVE S KENT WA 98032-5836 New search Back to results hftps://secure.dor.wa.gov/gteunauth/—,/#6 1/3 12/1 /22, 9:17 AM Excise tax and reseller permit status: Secretary of State status: Endorsements Indorsements held at this to License # Federal Way Nonprofit Business Washington State Department of Revenue Click here Click here Count Details Status Expiration da� First issuance Governing People May include governing people not registered with Secretary of State Governing people BUSSEY, KENNETH DREVER, ERIC NORMAN, LYNN OCHS, MONICA Active May-31-2023 Apr-29-2021 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 12/1 /2022 9:16:18 ANA hftps://secure.dor.wa.gov/gteunauth/­/#6 2/3 12/1 /22, 9:17 AM Washington State Department of Revenue Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#6 3/3 - 1P'_3 t i ARTICLES OF INCORPORATION OF PEDIATRIC INTERIM CARE CENTER (a non-profit corporation) 00021MAI c,"u FILED 1 n. MAY 11990 SECRETARY OF STATE STATE OF WASHINGTON KNOW ALL MEN BY THESE PRESENTS: That BARBARA J. DRENNEN, being over the age of Eighteen (18), residents' of the United States and of the State of Washington, and for the -purpose of forming a corporation under the Washington Nonprofit Corporation Act, hereby certifies and adopts in duplicate the following Articles of -Incorporation. I. The name of this corporation shall be PEDIATRIC INTERIM CARE CENTER and its existence shall.be perpetual. II. The object and purposes for which this corporation is formed are as follows: 1. The operation of a Pediatric Interim Care Center. 2. To provide health care services. This service shall consist of but not be limited to diagnosis and referral, education and training, consultation and treatment, and other communityhealthservices. 3. To carry on study and research. of health care generally, and to establish, maintain and conduct -a center to assist in the accomplishment of the above purposes. -1- ORIGINA'I_ .., fry 4. To employ professional and non-professional personnel to operate and maintain such center or contract therefor arrd to carry out the work and purposes of this corporation. 5. To exercise all powers granted to non-profit corporations under the laws of the State of Washington, in order . to .carry out the objects and purposes of the corporation. The activities of the corporation may result in net earnings to the corporation itself, no dividends or distributions shall be paid or issued to the benefit. of its directors, officers or other private persons, except that reasonable compensation may be paid for, services rendered. 6. The corporation is organized exclusively for educational, scientific and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any subsequent United States Internal Revenue -Law). III . Initially the corporation shall not have a membership other than the Board of Directors. The Board of Directors, by majority vote, may establish a class or classes of membership, the requirements, duties and functioning of which shall be as prescribed by the By-laws of the oorpa-atirn. IV. The location and post office- address of the registered -2- office of the corporation in this state shall be 233 South -Second Avenue, Kent; Washington 98031. V. The Registered Agent of the corporation shall be BARBARA J. DRENN EH, 233 South Second Avenue, Kent, Washington 98031. VII. 1. Twelve (12) directors shall constitute the initial Board of Directors, whose names are: Peggy -West U of W Medical Center RC-36 1959 ME Pacific Seattle WA 9B195 Robin Thomas 2855 4W Golden Drive Seattle WA 98117 Jerry Boyd 2320 South 302nd Federal Way WA 98003 Hichael S. Anderson, M.D. Suite 220 . _ 4011 Talbot Road S Renton WA 98055 Joan M. Petersen P . 0. Box 404 Kent WA 98035 -3- Esther Buxton 10930 SE 28th Street Kent WA 98031 Jan Banister 921 Cherry Hill Kent WA 98031 John E. Meredith 11657 SE 282nd Kent WA 98031 Jane Rhodes Suite 100 200 South 333rd Street Federal -Way WA 98003-6308 Mary Ann Burns 606 best GoKe Kent WA 98032 Patrick Burns Dr. William E. Truog 932 Auburn Way South Department of Pediatrics Auburn TEA 98002 University of Washington RD-26 1959 NE Pacific Seattle WA 98195 2. The number of Directors of the corporation may be changed from time to time, by amending the By -Laws, as therein provided. 3. In furtherance of and not in limitation of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to make, alter and repeal the By -Laws of the corporation, subject to the power of the stockholders of the corporation to change or repeal such By -Laws. 4. - The term of the first Directors shall be until the first annual meeting of the stockholders of the corporation. Directors shall serve until th-e-ir- successors are elected and qualified. 5. The management of the corporation shall be vested in the-�::3vard of Directors. 6. Directors shall be elected by shareholders. Directors shall serve terms of two (2) years. 7. The private property of the Officers or Directors of PEDIATRIC_ INTERIM CARE CENTER shall not be subject to the payment of any ofi the corporate debts to any extent whatsoever. 8. Each Director or Officer now or hereafter servine the corporation, and each person who at" the request of or on behalf -4- . 1 -4-41 1 r'I 1: 1 4^ 1 I ..: , 1 �- 1} of the corporation is now serving or hereafter serves as Director or Officer of any other corporation and the respective heirs, executors and administrators of each of then, shall be indemnified by the corporation against all costs, .expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, in which he is or may be made a party by - r.eason of being such Director or Officer, whether or not he is a Director or Officer at the time of, incurring such costs, expenses, judgment$ and liabilities, except in relation to matters as to which he shall be finally adjudged, without right of further appeal in such action, suit or proceedings., to have been liable for willful misconduct in the performance of his duty as such Director of Officer. Such iddemnif-is-anon-s-h-a-11 be- made with -respect to adjudications other than on the merits and shall extend to settlements and compromises. The foregoing right of indemnification shall not be exclusive of other rights to which such Director or Officer may be entitled as a matter of law, PROVIDED, that such provision shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a director or a- knowing violation of law by a Director, or for any transaction from which the Director will personally receive a benefit in money, property, or services to which the Director is not legally entitled. a•15 .f ARTICLE VIII. No part of., the earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article III hereof, Notwithstanding any other provision of. these Articles, the corporation shall not carry-on.any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any subsequent United States Internal Revenue law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any subsequent United States Internal Revenue law). ARTICLE IX. Although it is anticipated that the existence of the corporation shall be perpetual, in the event it should be necessary to dissolve ' the corporation, upon the dissolution of the corporation the Board of Directors shall, after paying or making provision for the payment of .all liabilities of the corporation, dispose of all of the assets of the corporation consistent with the purposes of the corporation, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at 5-11 u 1 gCjI t ='t-t :1-: i ::d t 17- the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any subsequent United States Internal Revenue law) , as the Board of Directors shall determine, Any of the assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the co.rporation is then located, exclusively for charitable, educational or scientific purposes, or. to such organi-z-ations which said court shall determine are organized and operated exclusively for such purposes. 4 IN WITNESS WHEREOF,, the incorporators hereinabove named have hereunto set their hands in duplicate this day of , 1990. 1 1 -7- A BARA .. D E N EH INCORPORATOR 233 South Second Avenue Kent, Washington 98031 . CONSENT OF REGISTERED AGENT Wa PEDIATRIC INTERIM CARE CENTER BARBARA J. DRENNAN hereby consent to serve as Registered Agent of the corporation known as PEDIATRIC .INTERIM CARE -CENTER, =5' a ARTICLES OF AMENDMENT OF PEDIATRIC INTERIM CARE CENTER Pursuant to the provisions of RCW Ch. 24.03, .the following Articles of Amendment to Articles of Incorporation are submitted for filing. ARTICLE I The name of this corporation is Pediatric Interim Care Center (the "Corporation"). ARTICLE II The amendments to the Articles of Incorporation as adopted are as follows: Section 3 of Article VII is amended to read as follows: 3. In furtherance of and not in limitation of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to make, alter and repeal the By -Laws of the corporation, except any By -Laws relating to the rights or powers of members, subject to the power of the members of the corporation to change or repeal such By -Laws. Section 4 of Article VI is amended to read as follows: 4. Directors shall serve until their successors are elected and qualified subject to any provisions of the By -Laws of the corporation permitting removal of Directors. Section 6 of Article VI is amended to read as follows: 6. Directors shall be elected by the members. Directors shall serve terms of two (2) years. ARTICLES OF AMENDMENTOF PEDIATRIC INTERIM CARE CENTER Page 1 f ARTICLE III The amendments were adopted by a consent in writing signed by all members entitled to vote with respect thereto. IN WITNESS WHEREOF the corporation has caused these Articles of Amendmentto be executed on this 3 day of199�E.— PEDIATRIC INTERIM CARE CENTER g - Z-Z C. Its 1:1DOCS\P118221 \DOCSIARTAMD.DOC ARTICLES OF AMENDMENT OF PEDIATRIC INTERIM CARE CENTER Page 2