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AG 13-176RETURN TO: Dee Dee Catalano EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CED/HS 2. ORIGINATING STAFF PERSON: DEE DEE CATALANo 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 X HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: DENTAL PROGRAM 6. NAME OF CONTRACTOR: _HEALTHPOINT ADDRESS: SIGNATURE NAME: TELEPHONE _ FAX: TITLE EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE X ALL OTHER REFERENCED EXHIBITS X PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2013 COMPLETION DATE: 12/31/2013 9. TOTAL COMPENSATION $15,908 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF Y ES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: t /q -7 300 7p? " 5-1 V g — TO 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED • PROJECT MANAGER • DIRECTOR / vlog-) 1; ❑ RISK MANAGEMENT (IF APPLICABLE) Lr ❑ LAW P S.- • k3 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: INITIAL/ DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 1 E3 SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: z- ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS ❑ LAW DEPARTMENT • SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INITIAL/ DATE SIGNED Apt 13 01-n t lb •t AG# l'7 to DATE SENT: 9 • l 11/9 c17v of CITY HALL 'S 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 wmv atyoffederahmy. com CDBG HUMAN SERVICES CONTRACT FOR FEDERAL WAY DENTAL ACCESS This CDBG Human Services Contract ( "Contract ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and HealthPoint, a Washington non -profit organization ( "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 Contract: HEALTHPOINT: Beth Church 955 Powell Avenue SW, Suite A Renton, WA 98057 (425) 203 -0419 (telephone) bchurch @healthpointchc.org CITY OF FEDERAL WAY: Denise Catalano 33325 8' Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2401 (facsimile) .com WHEREAS, the City is an entitlement City applicant for Community Development Block Grant ( "CDBG ") funds (Catalogue of Federal Domestic Assistance -CFDA 14.218) under the Housing and Community Development Act of 1974 (the "Act "), as amended, Pub. L. No. 93 -383, 88 Stat. 633 (1974), and anticipates receiving CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act and under regulations promulgated by the Department of Housing and Urban Development ( "HUD "), at 24 CFR § 570, et seq.; and WHEREAS, the City desires to contract with the Agency for the performance of certain eligible activities described within this Contract; and WHEREAS, it is appropriate and mutually desirable that the Agency be designated by the City to undertake the aforementioned eligible activities, so long as the requirements of the Act, HUD regulations, and state and local laws are adhered to, as provided for herein; and WHEREAS, the purpose of this Contract is to provide for cooperation between the City and the Agency, as the parties to this Contract, in the provision of such eligible activities; and WHEREAS, the parties are authorized and empowered to enter into this Contract pursuant to the Act, RCW 35.21.730 to .735, and/or by the Constitution and the enabling laws of the State of Washington; NOW THEREFORE, for and in consideration of the terms and conditions provided in this Contract, the parties mutually covenant and agree as follows: 2012 CDBG HUMAN SERVICES AGREEMENT - 1 - 4/2012 CITY OF CITY HALL ,A**., Federal Way Feder 8th Avenue South Federal Way, WA 98003 003 -6325 835 (253) -7000 www.cityoffederalway.com INDEX TO CONTRACT SECTIONS I. Scope of Contract XIX. Political Activity Prohibited IL Duration of Contract XX. Faith -Based Activities III. Compensation and Method of Payment XXI. Equipment Purchase, Maintenance, and IV. Budget Ownership V. Internal Control and Accounting System XXII. Notices VI. Maintenance of Records XXIII. Proprietary Rights VII. Monitoring and Reporting Requirements XXIV. Contract Amendments VIII. Evaluations and Inspections XXV. Entire Contract/Waiver of Default IX. Corrective Action XXVI. Miscellaneous Provisions X. Assignment XXVII. Supplanting XI. Termination XXVIII. Attorney's Fees & Costs XII. Future Support XXIX. Drug -Free Workplace Certification and XIII. Hold Harmless and Indemnification Other Federal Requirements XIV. Insurance Requirements XXX. Compliance with Health Insurance XV. Nondiscrimination and Equal Employment Portability Accountability Act of 1996 Opportunity (HIPAA) XVI. Section 504 and Americans with XXXI. Confidentiality Disabilities Act XXXII. Debarment and Suspension XVII. Subcontracts and Purchases XX)M. General Provisions XVIII. Conflict of Interest I. SCOPE OF CONTRACT A. Scone. The Agency shall use the funds provided herein only to perform the activities authorized by this Contract and as set forth in the CDBG Program Scope of Services, which is attached as "Exhibit A" and hereby incorporated by this reference ( "Services "). The Contract between the Parties shall consist of the Human Services Contract for 2013 CDBG Funds including the 2013 CDBG Program Scope of Services "Exhibit A the federal, state, and local program requirements; and each and every program exhibit, appendix and attachment. This Contract supersedes any and all former Contracts regarding programs or services attached as Exhibits to this Contract. In the event that there is a difference between any of the language contained in this Contract and any of the language contained in the Exhibits to this Contract, the language in this Contract shall control, unless the Parties affirmatively agree to the contrary in writing. B. Mandatory Certifications. The Agency certifies that it shall comply with the provisions of Section XV., "Nondiscrimination and Equal Employment Opportunity," Section XVI., "Section 504 and Americans with Disabilities Act," Section XVIII., "Conflict of Interest" and Section XIX., "Political Activity Prohibited," of this Contract. C. Program Benefit — 24 C.F.R. § 570.208(a). Activities undertaken by this Contract must predominantly benefit low and moderate income persons. At least seventy percent (70 %) of the persons served by these activities must be low or moderate income persons as defined in "Exhibit A ". The following requirements apply: 1. The Agency shall ascertain household income of persons applying for and receiving assistance to assure compliance with the income limits defined in "Exhibit A "; and shall maintain records pursuant to Section VI(G) of this Contract; or 2012 CDBG HUMAN SERVICES AGREEMENT - 2 - 4/2012 CITY OF CITY HALL 33325 Federal 1J1/ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com 2. If the activity exclusively serves a clientele, which by federal regulation is "presumed" to be low and moderate income, individual income verification is not required. Persons eligible for this presumption are specified in Section VI(G)(3) of this Contract. In this case, the Agency shall maintain appropriate data to validate the presumption, as provided in Section VI(G)(3); or 3. If the activity is such that it is not feasible to identify and record beneficiaries, the total population of the area from which the beneficiaries are drawn must be predominantly low and moderate income. In this case, the Agency shall maintain substantiation data as required by Section VI(G)(4) of this Contract. 4. The benefit to low and moderate income beneficiaries must be in the form of a free or reduced cost service. If beneficiaries are charged for services, the charges to low and moderate income beneficiaries, and to all other beneficiaries, shall be as specified in the Exhibit(s), if applicable. Changes to the structure of charges during the term of this Contract (and, in the case of a facility project, for five years thereafter) must preserve an identical discount for low and moderate income beneficiaries, and the change must be approved by the City. 5. The low and moderate income limits in effect at the time of execution of this Contract are specified in "Exhibit A ". These limits are revised periodically by HUD. It is the Agency's responsibility to use any revised limits when they take effect. Revisions will be announced by and can be obtained from the City. D. Contact Person. The City and the Agency shall each designate a contact person for each Program Exhibit incorporated in this Contract. All correspondence, reports, and invoices shall be directed to the designated contact person. This provision does not, however, supplant or override Section XXII., "Notices." E. Federal Funds. The term "federal funds" as used herein means CDBG funds under this Contract. F. Compliance with Laws. Agency shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. G. Requirements of 24 CFR 570. Agency agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Agency does not assume the City's environmental responsibilities described in 24 CFR 570.604 and (2) Agency does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. H. Independent Contractor. Nothing contained in this Contract is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer /employee between the parties. The Agency shall at all times remain an "independent contractor" with respect to the services to be performed under this Contract. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Agency is an independent contractor. I. Uniform Administration Requirements. Agency shall comply with the policies, guidelines and requirements of OMB Circular Nos. A -122 "Cost Principles for Non - Profit Organizations ", A -133 "Audits for Institutions of Higher Education and Other Nonprofit Institutions ", A -87 for "Cost Principles for State, Local, and Indian Tribal Governments ", and 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations identified at 24 CFR 570.502(b), Applicability of Uniform Administrative Requirements. J. Warranty. 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 being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration. 2012 CDBG HUMAN SERVICES AGREEMENT - 3 - 4/2012 A CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 003 -6325 (253) 835 -7000 wmv. ciiyoffedera/way. com K. Taxes and Licenses. The Agency shall pay throughout the term of this Contract, all applicable taxes, and all licenses. II. DURATION OF CONTRACT The terms of this Contract shall be in effect from the Start Date (as defined in the Program Exhibit(s), or the date of execution of this Contract, whichever is earlier), until the Termination Date specified in each Program Exhibit, unless extended to a later date or terminated earlier, pursuant to the terms and conditions of the Contract. The City shall furnish the Agency with a written notice to proceed. No work on a project shall occur without prior written approval from the City. Costs incurred prior to the date written notice to proceed was given or after the termination date will not be reimbursed. III. COMPENSATION AND METHOD OF PAYMENT The Agency's compensation will be from the 2013 program for Community Development Block Grant ( "CDBG ") funds, CFDA 14.218, under the Housing and Community Development Act of 1974 ( "HCD Act "), Public Law 93 -383, as amended and under regulations promulgated by the U.S. Department of Housing and Urban Development (HUD) at 24 CFR Part 570, and Agency will receive the CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act. The City shall reimburse the Agency only for the approved activities specified in each Program Exhibit after the Services have been performed. The reimbursement amount shall not exceed the amount specified in each Program Exhibit. The Agency shall provide the Services in a manner consistent with the accepted practices for other similar Services, 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. Reimbursements will be payable in the following manner: A. Start Date and End Date. Start Dates and End Dates for individual projects shall be specified in each Program Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Compensation and Contract Performance. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory Contract performance. 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 Contract. C. Eligible Costs. All costs incurred must be reasonable and of a nature which clearly relate to the specific purposes and end product of the Contract under which the services are being performed. Care must be taken by all concerned in incurring costs to assure that expenditures conform to these general standards and the following criteria for eligibility of costs. To be eligible for reimbursement, costs must: Be necessary and reasonable for proper and efficient execution of the contractual requirements and in accordance with an approved budget. Agency. 2. Be no more liberal than policies, procedures, and practices applied uniformly to other activities of the 3. Be accorded consistent treatment through application of account policy and procedures approved and/or prescribed herein. 4. Not be allowable under or included as costs of any other federal, state, local or other agency- financed programs in either prior or current periods. 2012 CDBG HUMAN SERVICES AGREEMENT - 4 4/2012 ` CITY OF CITY HALL Feder 8th Avenue South Federal Way, WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 www. cityoffedera/way. com 5. Be net of all applicable credits such as purchase discounts, rebates or allowances, sales of publication or materials, or other income or refunds. 6. Be fully documented. D. Submission of Invoices Supporting Documentation and Reports. On a quarterly basis, the Agency shall submit an invoice, supporting documentation for eligible costs (as defined in subsection C above) claimed in the invoice and all reports as specified in each Program Exhibit or the City may not process the invoice. Supporting documentation for eligible costs claimed in the invoice include but is not limited to, purchase orders and bills. The City shall pay the Agency within forty -five (45) days following the City's approval of a complete and correct invoice, supporting documentation and reports. Payment by the City shall not constitute approval ofthe services for which payment is requested. The City does not, by making such payment, waive any rights it may have pursuant to this Contract to require satisfactory performance of the services promised herein. The City reserves the right to demand and recover reimbursements made for ineligible costs. E. Final Invoice for Service Programs. The Agency shall submit its final invoice for each Exhibit providing funding for Service Programs by January 8, 2014. The Agency shall submit all outstanding reports for each Program Exhibit providing funding for Service Programs by January 15, 2014. If the Agency's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection, 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. F. Return of Unspent Cily Funds. On or before the End Date specified in each Exhibit, for individual programs covered by this Contract, the Agency shall transfer to the City any unexpended and unencumbered funds provided under this Contract that are on hand and any accounts receivable attributable to the use of City funds. G. Nonprofit Corporations. If the Agency is a nonprofit corporation, costs for which the Agency requests reimbursement shall comply with, unless otherwise provided in the Exhibit(s), the policies, guidelines and requirements of OMB Circular No. A -122, "Cost Principles for Non -Profit Organizations," and the sections of 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations, identified at 24 CFR 570.502 (b), Applicability of Uniform Administrative Requirements. H. Excess Federal Funds. CDBG funds on hand shall not exceed $5,000 if retained beyond three (3) days unless written approval is received from the City. Any reimbursement in excess of the amount required shall be promptly returned to the City. I. Program Income. The Agency shall report all CDBG Program Income, as defined in 24 CFR Part 570.504(c) generated under this Contract for the purposes specified herein or generated through the project(s) funded under this Contract. Program Income is to be returned to the City unless the City specifies that it may be retained by the Agency. If the City authorizes the Agency to retain the Program Income to continue or benefit a project(s), the Agency shall comply with all provisions of this Contract in expending the funds. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. IV. BUDGET The Agency shall apply the funds received from the City under this Contract in accordance with the line item budget set forth in each Program Exhibit. The Agency shall request in writing prior approval from the City to revise 2012 CDBG HUMAN SERVICES AGREEMENT - 5 - 4/2012 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 wvw. cilyoffederatway com the line item budget when the cumulative amount of transfers from a line item in any 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. V. INTERNAL CONTROL AND ACCOUNTING SYSTEM The Agency shall establish and maintain a system of accounting and internal controls, which complies with applicable, generally accepted accounting principles, and governmental accounting and financial reporting standards. u F.11 IC 10 DJ 04_C W &IIQ#JX11111-1 i A. Scope of Records. The Agency shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the City to ensure proper accounting for all Contract funds and compliance with this Contract, including all records specified in "Exhibit A." This requirement includes complete copies of all contracts, subcontracts, and agreements with third parties into which the Agency enters in the performance under this Contract; and all correspondence, reports, and other documentation pertaining to such contracts, subcontracts, and agreements. B. Time for retention of Records. Records required to be maintained in subsection A, above, shall be maintained for a period of six (6) years after the Termination Date, unless a different period for records retention is specified in the Program Exhibit. C. Location of Records/Notice to City. The Agency shall inform the City in writing of the location, if different from the Agency address listed on page one of this Contract, of the aforesaid books, records, documents, and other evidence and shall notify the City in writing of any changes in location within ten (10) working days of any such relocation. D. Federal Exceptions to Retention Requirements. Exceptions to the six (6) year retention period are as follows: (1) Records that are the subject of audit findings, litigation, or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition, replacement or transfer at the direction of the City. E. Financial Management Records. Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 24 CFR Part 85.20 and the U. S. Office of Management and Budget ( "OMB ") Circular A -87 for governmental agencies, 24 CFR Part 84.21 and OMB Circular A -122 for Nonprofit Corporations. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays, and income. F. Beneficiary Records. The Agency agrees to maintain racial, ethnic, disability status, single head of household, household income, and gender data showing the extent to which these categories of persons have participated in, or benefited from, the activities carried out under this Contract if required in a Program Exhibit. G. Program Benefit Records — 24 CFR § 570.506(b). As applicable, the following categories of records shall be maintained, for the discrete activities which are assisted in whole or in part with funding under this Contract (or for all the Agency's activities if funding under this Contract is not specifically allocated to particular activities) for the purpose of documenting that a majority of the beneficiaries are persons of low- or moderate- income. 1. Records specifying by dollar amount, family size, and household income limits used to determine income level; 2012 CDBG HUMAN SERVICES AGREEMENT - 6 - 4/2012 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way. WA 98403 -6325 (253) 835 -7000 www. dtyoffedera&W_ com 2. For service activities serving individual clients without regard to their residence location within the City, records documenting: (a) manner in which each client's income is determined in all cases; (b) determination that each individual client's income is or is not within low- or moderate - income limits; (c) date determination was made; and (d) tabulation of the individual determinations. 3. For a service or facility which exclusively serves a class of beneficiaries, the members of which are presumed to be low- or moderate - income eligible absent general evidence to the contrary (abused children, battered spouses, senior citizens, adults meeting the Bureau of the Census' Current Population Reports definition of "severely disabled," homeless persons, illiterate persons, persons living with AIDS and migrant farm workers), records documenting: (1) that the facility exclusively serves the eligible class; and (2) there is no generally available data indicating specific population served is not predominantly low- or moderate - income. 4. For a service or facility, which offers benefits uniformly without regard to income to all persons residing within a delineated area, records establishing: (1) boundaries of the service area; (2) the income characteristics of families and unrelated individuals in the service area; and (3) if the percent of low- and moderate - income persons in the service area is less than fifty -one (5 1) percent, data showing that the area qualifies under the exception criteria set forth at 24 CFR § 570.208(a)(1)(ii). H. Records of Program Operations, Management And Evaluation. Agency shall maintain all records of: 1. Operating policies and procedures; 2. Employee qualifications, training, and evaluation; 3. Principal operations data: work units completed; clients served, classified by client and service characteristics; staff hours utilized; etc. 4. Self - evaluation of services, programs. and employment practices for compliance with 504 and ADA requirements. I. Property Records. Agency shall maintain all records identifying any real and personal property acquired or improved in whole or in part with funds under this Contract (OMB Circular A -110) as follows: I. Itemized inventory of real property recording legal and common descriptions and address, date of acquisition and/or improvements, cost of acquisition and/or improvements, and CDBG - funded share of cost; 2. Itemized inventory of all non - expendable personal property recording full identification, current location, date and cost of acquisition, and CDBG - funded share of cost; 3. Complete records of any authorized disposition of real or non - expendable personal property including how and to whom disposed, date, amount of disposition proceeds, market value at time of disposition and how determined, intended use, and any conditions governing use following disposition; 4. At the termination of this Contract, a record of the total purchase cost of all remaining unused expendable personal property. J. Procurement Records. Agency shall maintain records of: Agency's adopted code of conduct governing officers' and employees' actions in contracting and purchasing; 2. Agency's standard operating procedures for authorizing and executing purchases and contract procurements of various sizes and types. 3. Agency's individual purchases or contracts over $10,000 as required by the OMB Circular A -110. 2012 CDBG HUMAN SERVICES AGREEMENT - 7 - 4/2012 CITY OF CITY HALL �... Federal 33325 Avenue South Way Federal l Way, WA 98003 -6325 (253) 835 -7000 avww cgoffederaiway. com 4. Agency's procurement procedures utilized and the bases for supplier selection/contract award. K. Records Regarding Remedy of Past Discrimination. The Agency shall maintain documentation of the affirmative action measures the Agency has taken to overcome prior discrimination if a court or HUD has found that the Agency has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 CFR Part 121. L. Personal Information — Notice of Security Breach 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590 (2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach ; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Agency shall also be responsible for any cost associated with notifying the affected individuals. This notification may be by written notice or electronic notice in accordance with RCW 42.56.590 (7). 5. If the Agency demonstrates that the cost of providing notice would exceed $250,000, or that the potentially affected persons exceeds 500,000, or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590 (7), (c). and a. E -mail notice when the Agency has an e -mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page, if the Agency maintains one; c. Notification to major County -wide media. 6. For purpose of this section, "personal information means the same as defined in RCW 42.56.590: a. An individual's first name or first initial and last name in combination with any one of the following data elements, when either the name or the data elements are not encrypted: social security number; driver's license number or Washington identification card number; or b. Account number or credit or debit card number, in combination with any required security code; access code, or password that would permit access to an individual's financial account. 2012 CDBG HUMAN SERVICES AGREEMENT - 8 - 4/2012 CITY OF CITY HALL 33325 '�.� Federal Way Feder 8th Avenue South 003 Federal Way, WA 98003 -6325 (253) 835 -7000 wwm. cifyoffederalway. com VII. MONITORING AND REPORTING REQUIREMENTS A. Monitoring. Agency understands and agrees that it will be monitored by the City and HUD from time to time to assure compliance with all terms and conditions of this Contract and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Contract shall include, but not be limited to: (1) on -site inspections by City staff, (2) quarterly performance reviews, and (3) an annual evaluation. B. Program porting. Projects qualifying to meet the national objective to serve low- and moderate - income persons (under Section I(C)) shall submit a demographic report providing income, race, and head of household information for the beneficiaries of the CDBG Project, which shall cover a one year period extending back from the date of the report. If the facility is and remains occupied during the project, this report is due thirty (30) days after the date the project was closed. If the facility is first occupied or reoccupied after the close of the project, the report is due one year from the date of the last project closing. C. Fiscal Reporting Responsibilities. The Agency shall provide fiscal statements or reports as may be required from time to time by the City, which statements or reports, or both, must indicate the status of all accounts and funds being used to perform under this Contract. The Agency shall maintain proper documentation and records of all expenditures incurred pursuant to the terms of this Contract in a manner as will facilitate auditing by either HUD or the City. D. Nonprofit Corporations. The Agency shall provide the City with a copy of its IRS Form 990 (Return of Organization Exempt from Tax) when requested if the Agency is a nonprofit corporation. 1. Audit. The Agency shall have an independent audit conducted of its financial statement and conditions, which shall comply with the requirements of generally accepted auditing standards "GRAS "; Government Accountability Office (GAO) Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and OMB Circulars A -21, A -87, A -102, A -122 and A -133, as amended, and as applicable. 2. Copy of Audit Report. The Agency shall provide the City a copy of the audit report including any management letter or official correspondence submitted by the auditor, its response and corrective action plan for all findings and reportable conditions contained in its audit. These documents shall be submitted not later than six months subsequent to the end of the Agency's fiscal year. 3. Catalog _of Federal Domestic Assistance. The Catalog of Federal Domestic Assistance (CFDA) number for the CDBG Program is 14.218. 4. Additional Audit or Review Requirements. Additional audit or review requirements may be imposed on the City, and the Agency shall be required to comply with any such requirements. VIII. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection of Records. The Agency shall provide right of access to its facilities to the City and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the activities funded under this Contract. The City shall give advance notice to the Agency in the case of fiscal audits to be conducted by the City. B. Time for Inspection and Retention. The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the City and/or federal/state officials so authorized by law during the performance of this Contract and six (6) years after the Termination Date, unless a different period is specified in the Program Exhibit or a longer retention period is required by law. 2012 CDBG HUMAN SERVICES AGREEMENT - 9 - 4/2012 ` CITY OF CITY HALL 33328 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (283) 838 -7000 www. cityoffederal way. com C. Agreement to Cooperate. The Agency agrees to cooperate with the City or its agent in the evaluation of the Agency's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.17 or RCW 42.56 as hereafter amended. IX. CORRECTIVE ACTION A. Default by Agency. If the City determines that a breach of Contract has occurred because the Agency failed to comply with any material terms or conditions of this Contract or the Agency has failed to provide in any manner the work or Services agreed to in Exhibit A attached hereto, and if the City deems said breach to warrant corrective action, the following sequential procedure will apply: 1. The City shall notify the Agency in writing of the nature of the breach. 2. The Agency shall submit a plan describing the specific steps being taken to correct the specified deficiencies (the "Corrective Action Plan"). The Corrective Action Plan shall be submitted to the City within ten (10) business days from the Agency's receipt of the City's notice under this Section. The Corrective Action Plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than thirty (30) days from the date the City receives the Agency's Corrective Action Plan, unless the City, in its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions. 3. The City shall notify the Agency, in writing, within ten (10) business days of receipt of the Plan, of the City's determination as to the sufficiency of the Plan. The determination of sufficiency of the Plan will be at the sole discretion of the City. B. Termination of Contract. In the event that the Agency does not respond within the appropriate time with a Corrective Action Plan, or the Agency's Corrective Action Plan is determined by the City to be insufficient, the City may commence termination of this Contract in whole or in part pursuant to Section XI.B; C. City Withholding of Payment. The City may withhold any payment owed the Agency or prohibit the Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken or completed; and D. No Waiver of Other Remedies. Nothing herein shall be deemed to affect or waive any rights the Parties may have pursuant to Section XI or other remedies authorized by law. X. ASSIGNMENT The Agency shall not assign any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the prior written consent of the City. Additional terms for City consent to such Assignment may be described in a Program Exhibit. Said consent must be sought in writing by the Agency not less than forty - five (45) business days prior to the date of any proposed assignment. The Agency shall deliver to the City with its request for consent to such assignment, such information regarding the proposed assignee, including the proposed assignee's mission, description of the proposed assignee's legal status, and financial and management capabilities as is reasonably available to the Agency. Within thirty (30) days after such request for consent to such assignment, City may reasonably request additional available information on the proposed assignee. If the City shall give its consent to any assignment, this Section shall nevertheless continue in full force and effect. Any assignment without prior City consent shall be void. 2012 CDBG HUMAN SERVICES AGREEMENT - 10 - 4/2012 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 wmv. dtyoffedera/way. com XI. TERMINATION A. Termination for Convenience. 1. This Contract may be terminated by the City without cause, in whole or in part, prior to the Termination Date specified in the Program Exhibits, immediately upon written notice to the Agency of the termination. The Agency may cancel this Contract only by written notice provided thirty (30) days before the intended cancellation. 2. In addition to the foregoing, if expected or actual funding is withdrawn, reduced, or limited in any way prior to the Termination Date set forth in "Exhibit A," the City may, upon written notification to the Agency, immediately terminate this Contract in whole or in part. 3. If the Contract is terminated as provided above: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; (2) the Mayor's determination of such compensation shall be binding and conclusive; and, (3) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. B. Termination for Cause. 1. The City may terminate this Contract, in whole or in part, immediately upon written notice to the Agency in the event: (1) the Agency materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a Corrective Action Plan acceptable to the City; or (2) the duties, obligations, or Services required herein become impossible, illegal, or not feasible. 2. If the City terminates the Contract pursuant to this section, the Agency shall be liable for damages, including any additional costs of procurement of similar Services from another source. 3. If the termination results from acts or omissions of the Agency, including but not limited to misappropriation, nonperformance of required Services, or fiscal mismanagement, the Agency shall return to the City immediately, any funds, misappropriated or unexpended, which have been paid to the Agency by the City. 4. If the Contract is terminated as provided in this Subsection: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; and (2) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. C. Waiver. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations, terms, and conditions set forth in this Contract are breached by the other party. XII. FUTURE SUPPORT The City makes no commitment to support the Services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. XIII. HOLD HARMLESS AND INDEMNIFICATION A. Agency is an Independent Agency. In providing Services under this Contract, the Agency is an Independent Agency, and neither it, nor its officers, agents or employees are employees of the City for any purpose. The Agency shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these Services and shall make no claim of career service or civil service rights which may accrue to a City employee under state or local law. 2012 CDBG HUMAN SERVICES AGREEMENT - 11 - 4/2012 omlw� CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoflederal way. com The City assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by or on behalf of the Agency, its employees, and/or others by reason of this Contract. The Agency shall protect, indemnify, and save harmless the City, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Agency's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Agency of work, Services, materials, or supplies by Agency employees or other suppliers in connection with or support of the performance of this Contract. B. AggncyAgreement to Repay. The Agency fixrther agrees that it is financially responsible for and will repay the City all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract by the Agency, its officers, employees, agents, and/or representatives. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Sections. C. Agency Indemnification of City. 1. Agency Indemnification of City. The Agency shall protect, defend, indemnify, and save harmless the City, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Agency, its officers, employees, and/or agents, in its performance and/or non - performance of its obligations under this Contract. The Agency agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Agency, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of RCW, Title 51. In the event the City incurs any judgment, award, and/or cost arising there from including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Agency. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice., 2. The Agency agrees not to perform any acts that include, but are not limited to, use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. The Agency agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination and/or duration of the contract term. 4. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. XIV. INSURANCE REQUIREMENTS— GENERAL A. Insurance Required. By the date of execution of this Contract, the Agency shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of work hereunder by the Agency, its agents, representatives, and/or employees. The Agency shall pay the costs of such insurance. The Agency shall furnish separate certificates of insurance and policy endorsements as evidence of compliance with the insurance requirements of this Contract. The Agency is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Agency, its agents, employees, officers, Agency, providers, and/or provider subcontractors to comply 2012 CDBG HUMAN SERVICES AGREEMENT - 12 - 4/2012 ` CITY OF CITY HALL '�..... 33325 8th Avenue South Federal Way 98003-6325 Federal Way, WA (253) 835 -7000 rvmv a1yoffedera/way com with the insurance requirements stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an "occurrence" form; except that insurance on a "claims made" form may be acceptable with prior City approval. If coverage is approved and purchased on a "claims made" basis, the Agency warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three years from the date of Contract termination, and/or conversion from a "claims made" form to an "occurrence" coverage form. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(ies). Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. B. Risk Assessment by Age By requiring such minimum insurance, the City shall not be deemed or construed to have assessed the risks that may be applicable to the Agency under this Contract, nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Agency. The Agency shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. C. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. General Liabilitv. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability, Errors, and Omissions Coverage. In the event that Services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors, and Omissions coverage shall be provided. "Professional Services ", for the purpose of this Contract section, shall mean any Services provided by a licensed professional or those Services that require a professional standard of care. 3. Automobile Liability. Insurance Services Office form number (CA 00 01 ) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto "; or the appropriate coverage provided by symbols 2, 7, 8, or 9. 4. Workers' Compensation. Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or "Other States" state law. 5. Stop GV/Employers Liability. Coverage shall be at least as broad as the protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the general liability policy. 6. Property Insurance. Insurance Services Office form number (CP 0010 ) covering BUILDING AND PERSONAL PROPERTY COVERAGE FORM and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or project appropriate equivalent. D. Minimum Limits of Insurance— Services Agreements: The Agency shall maintain limits no less than the following, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the Aggregate. damage. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 2012 CDBG HUMAN SERVICES AGREEMENT - 13 - 4/2012 . CITY Of CITY HALL _& Federal Way 33325 8th Avenue South 003 Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. E. Deductibles and Self- Insured Retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the City. The deductible and/or self-insured retention of the policies shall not apply to the Agency's liability to the City and shall be the sole responsibility of the Agency. F. Other Insurance Provisions. All liability insurance policies required in this Contract except Professional and Workers Compensation are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Agency in connection with this Contract. Such coverage shall include Products - Completed Operations. 2. The Agency's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the City, its officers, officials, employees, or agents shall not contribute with the Agency's insurance or benefit the Agency in any way. 3. The Agency's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. G. Acceptability of Insurers. Unless otherwise approved by the City, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests, with minimum surpluses the equivalent of Bests' surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with a Bests' rating of B +VII. Any exception must be approved by the City. If, at any time, the foregoing policies shall fail to meet the above requirements, the Agency shall, upon notice to that effect from the City, promptly obtain a new policy, and shall submit the same to the City, with appropriate certificates and endorsements, for approval. H. Verification of Coverage. The Agency shall furnish the City with certificates of insurance and endorsements required by this Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the City prior to the commencement of activities associated with the Contract. The City reserves the right to require complete, certified copies of all required insurance policies at any time. XV. NON - DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Non - discrimination. During the performance of this Contract, the Agency shall not discriminate nor tolerate harassment on the basis of age, color, creed, national origin, marital status, race, religion, sex, sexual orientation, or the presence of any mental, physical or sensory, disability in the employment, application for employment, the administration or delivery of services, or any other benefits under this Contract. B. Compliance with Applicable Laws. The Agency shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include, but are not limited to, RCW Chapter 49.60; Titles VI and VII of the Civil Rights Act of 1964,42 U.S.C. 2000(a) et seq.; the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; and the Restoration Act of 1987. The Agency shall fiirther comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. 2012 CDBG HUMAN SERVICES AGREEMENT - 14 - 4/2012 CITY OF CITY HALL Aw*._- Federal Way 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 vvww atyoffederalway. com C. Fair Housing Protections. The Agency shall comply with the federal Fair Housing Act, Public Law 90- 284 (42 USC 3601 et seq.) The Agency shall take necessary and appropriate actions to prevent discrimination in any housing- related project under this contract, which includes rental housing projects and/or projects that include residential real estate- related transactions, as required by the Federal Fair Housing Act as amended (42 USC 360 1) and the Washington State Law Against Discrimination (RCW Chapter 49.60). Residential real estate- related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any dwelling which is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy premises not owned by the occupant. D. Additional Federal Nondiscrimination Requirements. The Agency shall comply with all applicable federal laws prohibiting discrimination, including the following: 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 CFR Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 USC 5301); 3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 CFR Part 8. E. Prohibited Discriminatory Actions. 1. Except where expressly authorized by federal law, the Agency may not, under any program or activity to which this Contract may apply, directly or through contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services, financial aid or other benefits provided under the program or activity. b. Denying any person Services due to limited English proficiency. c. Providing any person with facilities, Services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity. d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity. e. Restricting in anyway access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, Services, financial aid or other benefits under the program or activity. f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any, facilities, Services or other benefit provided under the program or activity. g. Denying any person any opportunity to participate in a program or activity as an employee. h. Failing to design and construct facilities for first occupancy after January 26,1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2012 CDBG HUMAN SERVICES AGREEMENT - 15 - 4/2012 ` CITY OF 3332 HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ciryoffederat way. com 2. The Agency shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age, color, familial status, nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age, color, familial status, nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or sensory disability. 3. The Agency, in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination on the grounds of age, sex, marital status, familial status, religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment Projections. In all solicitations under this Contract, the Agency shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this Section. G. Record - Keying Requirements and Site Visits. The Agency shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Agency by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments suppliers in this Contract, including employment records. The City may visit, at any time, the site of the work and the Agency's office to review the foregoing records. The Agency shall provide all assistance requested by the City during such visits. In all other respects, the Agency shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds, the Agency shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. H. Sanctions for Violations. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Agency may be subject to damages, withholding payment and any other sanctions provided for by the Contract and by applicable law. I. No Conflict with Federal Requirements. As indicated by HUD Notice CPD 04 -10, a faith -based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 U.S.C. 2000e -1(a), is not forfeited when the organization receives HUD funding. Faith -based organizations, like any other entity participating in a HUD- funded program, must, however, comply with all the statutory requirements of that particular HUD- funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non - discrimination requirements on all agencies, subgrantees or contractors. Religious organizations that believe that certain non - discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act [42 U.S.C.4000bb- 3,4000bb -2(l)] which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti - discrimination provisions of Section 109 of the Housing and Community 2012 CDBG HUMAN SERVICES AGREEMENT - 16 - 4/2012 CITY of CITY HALL 8th Avenue South Federal Way. WA 98003 -6325 Federal Way (253) 835 -7000 www ciiyoffederalway. com Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith -based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XVI. SECTION 504 AND AMERICANS WITH DISABILITIES ACT If the Agency is a nonprofit corporation, the Agency warrants and represents that it has completed a 504 /ADA Self- Evaluation Questionnaire for all programs and Services offered by the Agency (including any Services not subject to this Contract) and has evaluated its Services, programs and employment practices for compliance with Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 701 et seq. and the Americans with Disabilities Act of 1990 (ADA) 42 U.S.C. 12101 et seq.. The Agency warrants and represents that it has completed a 504 /ADA Assurance of Compliance and shall submit it to the City. Such Assurance of Compliance is attached to this Contract and is incorporated herein by this reference. XVII. SUBCONTRACTS AND PURCHASES A. Subcontract Defined. "Subcontract" shall mean any contract between the Agency and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. B. Amendment Required. The Agency shall not subcontract any portion of this Contract without the prior amendment to this Contract as outlined in Section XXIV. Said amendment must be sought in writing by the Agency not less than forty -five (45) business days prior to the date of any proposed subcontract. If the City shall give its consent to any subcontract by completing an amendment, this Section shall nevertheless continue in full force and effect. Any subcontract without prior amendment to this Contract, shall be void and not reimbursable under this contract. C. Federal Procurement Requirements. If the Agency is a nonprofit corporation, it agrees to comply with procurement requirements specified in 24 CFR Part 84.40 through .48 or as otherwise provided in the Program Exhibit. The regulations at 24 CFR Part 85.36 (b) through (g) and 24 CFR Part 84.40 through .48, require that all goods and Services, irrespective of cost, be procured using a competitive process. D. Failure to Comply is Default. Failure by the Agency to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. XVIII. CONFLICT OF INTEREST A. The Agency agrees to abide by the provision of 24 CFR §§ 84.42 and 570.611, which include (but are not limited to) the following: 1. The Agency shall maintain a written code or standards of conduct that shall govern the performance of its officer, employees or agents engaged in the award and administration of contracts supported by Federal funds; and 2. No employee, officer or agent of the Agency shall participate in the selection or in the award, or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. 3. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG- assisted activities, or who are in a position to participate in a decision - making process or gain inside 2012 CDBG HUMAN SERVICES AGREEMENT - 17 - 4/2012 CITY OF CITY HALL A 33325 Federal Way Feder 8th Avenue South 003 Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG- assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Agency or any designated public Agency. B. Agency Covenants. The Agency covenants that no officer, employee, consultant, elected or appointed official, or agent of the Agency who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract, herein, or any other person who exercises any functions or responsibilities in connection with the activities funded herein, shall have any personal financial interest, direct or indirect, in this Contract, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter. Any interest on the part of the Agency or his employees must be disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision. C. Current and Former City employees. The Agency acknowledges that, for one year after leaving City employment, a former City employee may not have a financial or beneficial interest in a contract or a grant that was planned, authorized or funded by a City action in which the former City employee participated during City employment. The Agency shall identify, at the time of offer, current or former City employees involved in the preparation of proposals or the anticipated performance of work if awarded the Contract. Failure to identify current or former City employees involved in the transaction may result in the City's denying or terminating the Contract. After Contract award, the Agency is responsible for notifying the City's Project Manager of current or former City employees who may become involved in the Contract any time during the term of the Contract. D. Non - Disclosure is Grounds for Termination. Violation of this Section shall constitute a material breach of this Contract and grounds for termination pursuant to Section XI, as well as any other right or remedy provided in this Contract or law. XIX. POLITICAL ACTIVITY PROHIBITED A. No Partisan Activity. None of the funds, materials, property, or Services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. B. Certification Regarding Lobb3dgg. The Agency certifies, to the best of its knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Agency, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Agency shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into 2012 CDBG HUMAN SERVICES AGREEMENT - 18 - 4/2012 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way 8003 Federal Way. WA 98003 -6325 (253) 835 -7000 Vwwv crfyoffederalway. com this transaction imposed by 31 USC 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. XX, FAITH -BASED ACTIVITIES — 24 CFR § 570.2000) A. Organizations that are religious or faith -based are eligible, on the same basis as any other organization, to participate in the CDBG program. Neither the Federal government nor a State or local government receiving funds under CDBG programs shall discriminate against an organization on the basis of the organization's religious character or affiliation. B. Organizations that are directly funded under the CDBG program may not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of the programs or services funded under this part. If an organization conducts such activities, the activities must be offered separately, in time or location, from the programs or services funded under this part, and participation must be voluntary for the beneficiaries of the HUD- funded programs or services. C. A religious organization that participates in the CDBG program will retain its independence from Federal, State, and local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that it does not use direct CDBG funds to support any inherently religious activities, such as worship, religious instruction, or proselytization. Among other things, faith -based organizations may use space in their facilities to provide CDBG - funded services, without removing religious art, icons, scriptures, or other religious symbols. In addition, a CDBG - funded religious organization retains its authority over its internal governance, and it may retain religious terms in its organization's name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents. D. An organization that participates in the CDBG program shall not, in providing program assistance, discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. E. CDBG funds may not be used for the acquisition, construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. CDBG funds may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities under this part. Where a structure is used for both eligible and inherently religious activities, CDBG funds may not exceed the cost of those portions of the acquisition, construction, or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to CDBG funds in this part. Sanctuaries, chapels, or other rooms that a CDBG - funded religious congregation uses as its principal place of worship, however, are ineligible for CDBG - funded improvements. Disposition of real property after the term of the grant, or any change in use of the property during the term of the grant, is subject to government -wide regulations governing real property disposition (see 24 CFR 84 and 85). F. If the City voluntarily contributes its own funds to supplement the federally funded activity, the City has the option to segregate the Federal funds or commingle them. However, if the funds are commingled, this section applies to all of the commingled funds. XXI. EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP A. Equipment over $5,000. The Agency agrees that any equipment purchases, in whole or in part, with Contract funds at a cost of $5,000 per item or more, when the purchase of such equipment is reimbursable as a Contract budget item, is upon its purchase or receipt the property of the City and/or federal government. 2012 CDBG HUMAN SERVICES AGREEMENT - 19 - 4/2012 CITY OF CITY HALL . S** 33325 8th Avenue South Federal Way, WA 980b3 -6325 Fe d e ra I Way (253) 835 -7000 wvwu cityoffedera/way. com B. Maintenance of Equipment. The Agency shall be responsible for all such property, including the proper care and maintenance of the equipment. C. Equipment Returned. The Agency shall ensure that all such equipment shall be returned to the City and/or federal government upon termination of this Contract unless otherwise agreed upon by the Parties. D. Right of Access. The Agency shall admit the City's designee to the Agency's premises for the purpose of marking such property with City property tags. E. Maintenance of Records. The Agency shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment purchased with Contract funds. F. Disposition of Equipment. If the Agency ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Agency wishes to dispose of such equipment, the disposition shall be determined under the provisions of 24 CFR Part 570.502(b)(3)(vi), if the Agency is a nonprofit corporation and 24 CFR Part 570.502(a) and 24 CFR Part 85.32(e) if the Agency is a municipal corporation or an agency of the State of Washington. The Agency agrees that it will contact the City for instructions prior to disposing of, surplusing, encumbering or transferring ownership of any equipment purchased in whole or in part with federal funds. XXII. NOTICES Whenever this Contract provides for notice to be provided by one Party to another, such notice shall be in writing; and directed to the Chief Executive Officer of the Agency and Mayor of Federal Way. 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 below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. XXIII. PROPRIETARY RIGHTS The Parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the Agency. The Agency agrees to and does hereby grant to the City, irrevocable, nonexclusive, and royalty -free license to reproduce, publish or otherwise use, and to authorize others to use, the work for governmental purposes, according to law, any material or article and use any method that may be developed as part of the Services under this Contract. The foregoing license shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Agency, which are modified for use in the performance of this Contract. XXIV. CONTRACT AMENDMENTS Either party may request changes to this Contract. Proposed changes, which are mutually agreed upon, shall be incorporated by written amendments to this Contract. Budget revisions approved by the City pursuant to Section IV are not required to be incorporated by written amendment. XXV. ENTIRE CONTRACT/WAIVER OF DEFAULT The Parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded. Both Parties recognize that time is of the essence in the performance of the provisions of this Contract. 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. 2012 CDBG HUMAN SERVICES AGREEMENT - 20 - 4/2012 CITY OF CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wmv cifyolfederal way. com XXVI. MISCELLANEOUS PROVISIONS A. Severability. If any term or provision of this Contract or an application of any term or provision to any person or circumstance is invalid or unenforceable, the other terms or provisions of this Contract, or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. B. Cumulative Remedies. No provision of this Contract precludes the City from pursuing any other remedies for the Agency's failure to perform its obligations. C. No Third Party Rights. This Contract is for the benefit of the named Parties and the City of Federal Way only, and no other third party shall have any rights thereunder. XXVII. SUPPLANTING If the Agency is a nonprofit corporation providing public (human) Services under this Contract with CDBG funds and the Agency received non - federal funds from the City ( "local funds ") to provide the same.Services as those funded herein during the preceding calendar year, the Agency must use the funds provided herein to pay for units of service this year that are over and above the level of service provided with local funds during the previous year. XXVIII. ATTORNEY'S FEES AND COSTS In the event either of the Parties defaults on the performance of any of the terms of this Contract or either Party places the enforcement of this Contract in the hands of an attorney or files a lawsuit, each Party shall pay all of its own attorneys' fees, costs and expenses. The venue for any dispute related to this Contract shall be King County, Washington. YOWL DRUG FREE WORKPLACE CERTIFICATION AND OTHER FEDERAL REQUIREMENTS A. Drug -Free Workplace Certification. The Agency certifies that it is in compliance with the Drug -Free Workplace Act of 1988 (42 USC 701) and regulations set forth at 24 CFR part 24, subpart F. B. Other Federal Requirements. The absence of mention in this Contract of any other federal requirements, which apply to the award, and/or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Agency activities. The Agency shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to: the Hatch Act (5 USC. Chapter 15) regarding political activities. XXX. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT OF 1996 Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 CFR Parts 160 and 164. A. Obligations and Activities of the Agency. 1. The Agency agrees not to use or disclose protected health information other than as permitted or required by law. 2. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by CFR Title 45, Section 164, Subpart C. 2012 CDBG HUMAN SERVICES AGREEMENT - 21 - 4/2012 ` CITY OF CITY HALL A Federal Way 33325 8th Avenue S Federal Way, WA 98003 003 -6325 (253) 835 -7000 vvww cityoffederaiway. com 3. The Agency agrees to mitigate, to the extent practicable, any harmful effect that is known to the Agency of a use or disclosure of protected health information by the Agency in violation of the requirements of this Contract. 4. The Agency agrees to report to the City any use or disclosure of protected health information not allowed under this Contract, or security incident, within two days of the Agency's knowledge of such event. 5. The Agency agrees to ensure that any agent, including a subcontractor, to whom it provides protected health information received from, or created or received by the Agency on behalf of the City, agrees to the same restrictions and conditions that apply through this Contract to the Agency with respect to such information. 6. The Agency agrees to make available protected health information in accordance with 45 CFR § 164.524. 7. The Agency agrees to make available protected health information for amendment and incorporate any amendments to protected health information in accordance with 45 CFR § 164.526. 8. The Agency agrees to make available the information required to provide an accounting of disclosure in accordance with 45 CFR 164 § 528. B. Effect of Termination. 1. Except as provided in paragraph B.2. of this section, upon termination of this Contract, for any reason, the Agency shall return or destroy all protected health information received from the City, or created or received by the Agency on behalf of the City. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Agency. The Agency shall retain no copies of the protected health information. 2. In the event the Agency determines that returning or destroying the protected health information is infeasible, the Agency shall provide to the City notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible, the Agency shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Agency maintains such protected health information. XXXI. CONFIDENTIALITY The Agency agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. XXXII. DEBARMENT AND SUSPENSION Agency certifies that, except as noted below, the firm, association or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal Agency; has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal Agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm, association or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension. ") 2012 CDBG HUMAN SERVICES AGREEMENT - 22 - 4/2012 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way. WA 98003 -6325 (253) 835 -7000 ►vmv cityoffederalwaycom XXXIII. GENERAL PROVISIONS A. Successors in Interest. Subject to Section X., Assignment, 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. B. Governing Law. This Contract shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. C. Authod-ty. Each individual executing this Contract on behalf of the City and Agency represents and warrants that such individuals are duly authorized to execute and deliver this Contract on behalf of the Agency or the City. D. Captions. The respective captions of the sections of this Contract are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Contract. E. Counterparts. This;Contract may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Contract. F. Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation and/or performance of this Contract, this Contract may be rendered null and void at the City's option. G. Equal Opportunity to Draft. The Parties have participated and had an equal opportunity to participate in the drafting of this Contract and the Exhibits, if any, attached. No ambiguity shall be construed against any Party upon a claim that that Party drafted the ambiguous language. [Signature page follows] 2012 CDBG HUMAN SERVICES AGREEMENT - 23 - 4/2012 CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityotlederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY e-,J!6 (""� Skip Pries , Mayor DATE: 0/// � / /,T Title: at) DATE:I�( STATE OF WASHINGTON ) ss. COUNTY OF n ATTEST: ('0, iRy Clerk, Carol McNeilly, MC APPROVED AS TO FORM: _ r1r, _Ed NA � L/r ,147 ' . On this day personally appeared before me Th ® mct s 1 ro m c to me known to be the CEO of kA CLLR -V- b'i nt 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 20" day of ; J � y , 2013 ••ssior, F • �' = Notary's signature .•• O w �•; o N�T�Y � : � \ Notary's printed name Yvopi n e. L _ e,t1 e. 4y ef' NoMy Public in and for the State of Washington. :. PUBLIC, _ My commission expires /T/ 14, *0, =�,OF W i\0�510, y 2012 CDBG HUMAN SERVICES AGREEMENT - 24 - 4/2012 A 1%., Federal Way EXHIBIT A PROGRAM SCOPE OF SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvww cityoffederalway. com Program No.: Start Date: 1/1/2013 Program Title: Federal Way Dental Access End Date: 12/31/2013 Federal Way Contract No.: Termination Date: 12/31/2013 Agency Contact Person: Beth Church E -mail: bchurch health ointchc.or Telephone: (425) 203 -0419 Fax: n/a Agency shall utilize City of Federal Way Community Development Block Grant funds to perform the activities specified below. Such services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations, as are now in effect or may be hereafter amended. I. Program Summary The Agency shall use CDBG funds to provide 80 dental visits for 27 unduplicated persons. This project will help to partially meet the need for dental services for low- to moderate - income Federal Way residents. H. Program Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Scope shall not exceed $15,908. A. City of Federal Way Funds Position Title City of Federal Way Community Development Block Grant $15,908 Total City of Federal Way Funds: $15,908 B. Line Item Budget Position Title Personnel Services detail below $15,980 Office or Operating Supplies $0 Consultant or Purchased Services $0 Construction Contracts $0 Communications $0 Travel and Tramm* $0 Other s eci below): $0 Total City of Federal Way Funds: $15,908 C. Personnel Detail Position Title Position Full Time Equivalent Annual Salary and Benefits CDBG Funds Dentist .6 $71,481.60 $15,908 Total: .6 $71,481.60 $15,908 2012 CDBG HUMAN SERVICES AGREEMENT - 25 - 4/2012 CITY OF .�,,, Federal Way III. Performance Measures CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvww 0yoffederahvey. com A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of persons with CDBG funds: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: . 1"t Quarter god Quarter 3'd Quarter 4`" Quarter Total in Year JAN. MARCH APRIL - JUNE JULY - SEPT. OCT. - DEC. 2013 No. of unduplicated Federal Way MARCH persons assisted 7 7 7 7 28 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: . C. Definition of Services Dental visits: Dental visits provided to individuals living in Federal Way. D. Eligibility CDBG National Objective Low/Mod Benefit 24 CFR 570.208(a)(2); CDBG Eligibility Public Services 24 CFR 570.201(e). E. Outcomes Outcome(s) to be reported: Increased access to oral health services for children and adults living in South King County communities indicated by percentage of patients who complete their Dentist recommended treatment plan. IV. 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 Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable in accordance with OMB Circular A -87 for local governments and A -122 for nonprofit organizations. 2012 CDBG HUMAN SERVICES AGREEMENT - 26 - 4/2012 1" Quarter god Quarter 3`d Quarter 4`h Quarter Total in Year JAN. — APRIL — JUNE JULY—SEPT. OCT.—DEC. 2013 MARCH Dental Visits to Federal Way Clients 21 21 21 21 84 C. Definition of Services Dental visits: Dental visits provided to individuals living in Federal Way. D. Eligibility CDBG National Objective Low/Mod Benefit 24 CFR 570.208(a)(2); CDBG Eligibility Public Services 24 CFR 570.201(e). E. Outcomes Outcome(s) to be reported: Increased access to oral health services for children and adults living in South King County communities indicated by percentage of patients who complete their Dentist recommended treatment plan. IV. 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 Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable in accordance with OMB Circular A -87 for local governments and A -122 for nonprofit organizations. 2012 CDBG HUMAN SERVICES AGREEMENT - 26 - 4/2012 ` CITY OF CITY HALL "��... 33325 Federal Way Feder 8th Avenue S Federal Way, WA 98003 003 -6325 (253) 835 -7000 www.cityoffederahvay.com Such records include, but are not limited to: • for personnel costs, payroll time sheets for actual salary and fringe benefit costs. Time sheets must be signed by a supervisor and annotated to document percent of time charged against this project. Direct salaries and wages of employees chargeable to more than one grant program or other cost objective(s) must be supported by time distribution records. Timesheets should contain an after the fact determination of the actual activity of each employee and be annotated to document the time charged to the project if daily hours being paid for by the respective CDBG award are not noted. • 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. 9. Documentation of the solicitation process used to select vendors and subcontractors with original purchase orders and subcontracts. 10. Documentation required by this Agreement if any funds provided under this Scope are used to acquire equipment. 11. The Agency shall ensure that services provided with funding under this Contract are made available to Federal Way residents. 12. Documentation of client income. The Agency shall screen all clients served with funds provided under this Contract and maintain records documenting that at least 51% of the total number of clients served do not have a gross annual family income in excess of the limits specified in the below Income Guidelines for Moderate Income Households (80% and below of median) with the applicable number of Persons Per Household. The definition of family shall include all persons living in the same household who are related by birth, marriage or adoption and includes dependent children living away from home. Adjusted gross income as defined by the Internal Revenue Service Form 1040 shall be used to determine persons' or households' income. The following methods may be used to determine income eligibility: a) IRS income tax return; b) Client income certification on a form approved by the City; or c) Documentation of qualification for participation in a "means- tested" federal or state program at least as restrictive as CDBG with regard to Income Guidelines. 2012 CDBG HUMAN SERVICES AGREEMENT 27 - 4/2012 CITY OF .'� Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www Wyoffederal way com On Couaft FY 3@13 kwmw Limos .Swne wy Ofectim UJI/2012 Median Income 1 2 3 4 5 6 7 8 Income Limit Category Person Persons Persons Persons Persons Persons Persons Persons Extremely Low (30 %) $18,200 $20,800 $23,400 $26,000 $28,100 $30,200 $32,250 $34,350 Income Limits, Very Low $86.700 (50 %) $30,350 $34,700 $39,050 $43,350 $46,850 $50,300 $53,800 $57,250 Income Limits Low (80 %) $45,100 $51,550 $58,000 $64,400 $69,600 $74,750 $79,900 $85,050 Income Limits Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines which will be provided by the City. B. Record Retention Period All records required by this Scope shall be retained by the Agency for the period of time specified in the Contract in Section VI. The period of time shall commence on January 1 of the year following the year in which the final invoice was paid. V. Reports, Invoicing and Reporting Schedule A. Reports. The Agency shall collect and report client information to the City quarterly and annually on forms provided 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 your outcome measure(s) annually on the Outcomes Report to be submitted at the end of the fourth quarter. City staff may waive specific Agency reporting requirements in writing. City staff may also require additional reports, as needed, to monitor of the program. B. Invoicing and Reporting Schedule. Forms shall be submitted no less frequently than quarterly and are due on the following dates, or within 10 days of notice to proceed, whichever is later. The Agency shall submit forms to the City in accordance with the following schedule: 1 st Quarter: April 15, 2013: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 2nd Quarter: July 15, 2013: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 3rd Quarter: October 15, 2013: 2012 CDBG HUMAN SERVICES AGREEMENT - 28 - 4/2012 ` CITY OF CITY HALL "�.._ Federal 33325 8th Avenue South Way Federal Way, WA 98003 003 -6325 (253) 835 -7000 www cifyoffederaAvay.. com 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 4th Quarter: January 7, 2014: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 3. Annual Outcomes Report form 4. Annual Program Beneficiary Data/Program Funding Report form The Agency shall submit invoices to the City on the most recent reimbursement request and reporting forms provided by the City. Such forms shall be signed by an authorized representative of the Agency. Invoices shall include copies of supporting documents. Estimated Quarterly Payments: 1 st Qtr $3,977 2nd Qtr $3,977 3rd Qtr $3,977 4th Qtr $3,977 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly invoices 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 Program Accomplishment Report. VI. Conditions of Funding The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the CDBG Allocation Process for the program year of this contract. VII. 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 Federal Way CDBG Program. VIII. Conflict of Interest The Agency covenants that no person who presently exercises any functions or responsibilities in connection with the Block Grant Program has any personal financial interest, direct or indirect, in this Contract. The Agency further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Agency further covenants that in the performance of this Contract, no person having any conflicting interest will be employed. Any interest on the part of the Agency or its employees must be disclosed to the City. 2012 CDBG HUMAN SERVICES AGREEMENT - 29 - 4/2012 BYLAWS OF HEALTHPOINT Preamble The mission of HealthPoint is to strengthen our communities and to improve the health of our patients by delivering quality health care services, breaking down barriers and providing access to all. The Corporate philosophy is that all people are entitled to affordable, quality health care. This philosophy affirms respect for the dignity of each individual during the delivery of health care. ARTICLE L ORGANIZATION Section 1. This is not a membership corporation, thus there shall be no members of the corporation. A&TICLE H. MZMBERSHIP ON THE BOARD OF DIRECTORS Section 1. Number of Directors. There shall be no less than nine (9) members and no more than twenty one (2 1) members on the Board of Directors. Section 2. Qualifications. I No member of the Board of Directors shall be an employee of the corporation, or spouse or child, parent, brother, or sister by blood or marriage of such an employee. No member of the Board of Directors shall be a spouse or child, parent, brother, or sister by blood or marriage of any other member of the Board of Directors. Section 3. Representation. An attempt shall be made to have membership on the Board of Directors representative of geographic areas and consumer groups served by the organization as well as community and professional representation. A. Consumers shall constitute a majority of the membership of the Board of Directors. A consumer director is an individual who is an actual user of HealthPoint, An actual user shall be defined as a person who is a direct consumer of services and/or who has custodial/legal responsibilities for a direct consumer of services. Consumer directors as a group shall be broadly representative of the individuals being served by HealthPoint in terms of demographic factors such as race, ethnicity, sex, and age. Section 4. Special Skills and Associations. Directors shall be selected based upon the Board's perceived need for various areas of expertise. c:%Offiftylm (ylw) Revised & appuvW 01113010 HealthPointBylaws 2 Section 5. Reimbursement for Expenses Incurred. Members of the Board of Directors shall be eligible for reimbursement for expenses incurred which are directly due to service as a director. Eligible expenses and rates of reimbursement shall be established by the Board of Directors and may include expenses for transportation, child care, meals and other items deemed appropriate as defined in Corporate policy documentation. Section b. Term of Office. Members of the Board of Directors shall be elected for a term of three (3) years, or less if filling the unexpired term of a director who has left the Board. Terms for directors shall be staggered, to the extent possible, such that one third (1/3) of the terms shall be up for election each year. Section 7. Election of Board Members. Nominees for Board membership shall be presented at regular meetings of the Board of Directors. Nominees shall conform to the qualifications, representation and special skills and associations described in Article I, Sections 2, 3, and 4 of these Bylaws. Nominees must have submitted an application for membership before being presented to the Board for election. Election of directors shall be by an affirmative vote of two - thirds of the members present of the Board of Directors providing a quorum is present. New directors shall take office immediately upon election to the Board of Directors. Section 8. Board Vacancies. A. Resignations. Any member may voluntarily resign from the Board of Directors by submitting written notice thereof to the Chair or Secretary of the Board. B. Removal from The Board. Any member of the Board of Directors may be removed by the affirmative vote of two- thirds of the members present at any regular or special meeting of the Board of Directors provided that a quorum is present and that written notice of such proposed removal shall be given to all members at least ten (10) days prior to the meeting at which the proposal is to be voted on. Reason for removal may include but is not limited to: three (3) consecutive absences from meetings of the Board of Directors. C. Filling Vacancies. A vacancy on the Board of Directors shall be filled by an affirmative vote of two- thirds of the remaining members of the Board. The term will be for the unexpired term of the director such person succeeds. ARTICLE III. WOW RS cdbowd\byhm (Y1') HealthPointBylaws 3 Section 1. Powers of the Board of Directors. The Board of Directors shall have full power over the affairs of the corporation. Section 2. Assignment of Authority to the Chief Executive Officer. The Board of Directors shall recruit and hire a Chief Executive Officer to manage the affairs of the corporation, and shall have the responsibility of discharging the Chief Executive Officer if deemed appropriate. The Chief Executive Officer shall be responsible for implementing the policies and directives of the Board of Directors, and shall hire and discharge all personnel. ARTICLE IV, OFFICERS Section 1. Principal Officers. The officers of the corporation shall be Chair, Vice - Chair, Secretary, Treasurer, and Chief Executive Officer, all of whom shall be members of the Board of Directors. Officers shall receive no compensation for their services with the exception of the Chief Executive Officer (CEO). The CEO shall be an ex- officio member of the Board with no voting rights. Section 2. Election of Officers. The Chair, Vice - Chair, Secretary, and Treasurer shall be elected at the Annual Meeting of the Board of Directors. A slate of nominees for elected officers shall be presented to the Board at the Annual Meeting. However, any director can make additional nominations from the floor. Candidates for Chair and Vice -Chair must have served on the Board of Directors for at least one year prior to their election. No individual may hold two offices simultaneously, or hold any office after resignation or removal from the Board. Election of officers shall be by an affirmative vote of two- thirds of the directors present providing a quorum is present. Section 3. Terms of Office. The officers shall assume office at the board meeting immediately following their election and shall serve until their successors shall be elected and have assumed office, or until their death, resignation, disqualification or removal. Section 4. Resignation and Removal. Any officer may resign from office by submitting a written notice thereof to the Chair or Secretary. Any of may be removed from office for cause by the affirmative vote of two- thirds of the directors attending any regular or special meeting of the Board provided that 4 quorum is present and that written notice of such proposed removal shall have been given to all Board members and the officer proposed to be removed at least ten (10) days prior to the meeting at which such proposal is to be voted upon. Section 5. Vacancies. A vacancy in any office caused by death, resignation, disqualification, removal from office or any other cause shall be filled by an affirmative vote of two- thirds of the members at the next regular board meeting r,.%oWd%yIM (ylw) HealthPointBylaws 4 provided a quorum is present, except that a vacancy in the office of Chair shall automatically be filled by the Vice -Chair and therefore the position of Vice - Chair shall be filled at the next regular Board meeting. Section 6. Duties of Elected Offiicers. A. Chair. The Chair shall act as Presiding officer at all Board and Executive Committee meetings. The Chair shall oversee the Board of Directors' roles in policy making, and governance of the organization. The Chair appoints committee chairpersons and may serve on any committee. The Chair maintains a close working relationship with the Chief Executive Officer. The Chair shall have the general powers and duties which usually inhere in the Office of Chair of a Corporate Board of Directors. B. Vice-Chair. The Vice -Chair shall act in the absence or disability of the Chair and in doing so shall have all powers and perform all duties of the Chair. He/she . shall be a member of the Strategic Planning Committee and have such other powers and duties as the Board may assign. C. Secret_u . The Secretary shall keep or cause to be kept a record of the meetings of the Board of Directors and Executive Committee and shall give or cause to be given notice of all meetings of the Board required to be given by law or by these Bylaws. The Secretary shall have other powers and duties as the Board of Directors may from time to time direct. The Secretary shall be responsible for reporting to the Executive Committee on the progress of all ad -hoc committees. D. Treasurer. The Treasurer shall ensure that a true and accurate accounting or record of all financial transactions of the_ corporation is maintained, sha11 act as custodian of the funds of the corporation and subject to the approval of the Board be authorized to disperse funds in accordance with the annual budget. The Treasurer shall submit periodic reports regarding the corporation's financial transactions to the Board The Treasurer shall serve as the chairperson of the Finance Committee and shall perform such other duties as may be assigned from time to time by the Chair or Board. ARTICLE V. MEETINGS. Section 1. Regular Meetings of the Board of Director$. Regular meetings of the Board of Directors will be scheduled once a month. Such regular meetings shall be held at such time and place as the Board may provide. c.%owd%yIm (yiw) HealthPointBylaws 5 Section 2. Annual Meeting. The Annual Meeting of the Board of Directors shall be held each year at such time as may be determined by the Board of Directors. The agenda for the annual meting shall include the election of officers. Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chair or by the written request of a majority of Board members provided that at least three (3) days notice is provided to all Board members of the time, place, and purpose of the special meeting. Section 4. Meeting Procedure. All meetings of this organization and its constituent parts shall be conducted according to the most current edition of Robert's Rules of Order. However, these Bylaws shall prevail if a conflict between these Bylaws and the most current edition of Robert's Rules of Order occurs. Section 5. Quorum. A majority of the current members of the Board of Directors shall constitute a quorum for the transaction of any business, which may come before a meeting. Once a quorum is established for a meeting, a quorum shall be deemed to be achieved for the duration of that meeting. Section 6. Voting. Each director shall be entitled to one vote on any issue raised at all meetings of the Board of Directors. Each vote must be exercised in person or in accordance with Article V, Section 7. Absentee or proxy votes will not be allowed. Section 7. Action by Directors Without a Meeting. A meeting shall be defined as any interaction among board members which allows for board members to communicate in a way in which all board members can hear each other and speak to each other, whether in person of by means of other communication devices. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the directors and entered in the minutes of the next Board meeting. Voting on a proposed action via email shall be allowed and shall be considered written consent. Results of voting via email shall be entered in the minutes of the next Board meeting. Section & Notice of Meeting. Each director of this corporation shall be given not less than ten (10) days written notice of the time and place of the annual meeting and five (5) days written notice for regular meetings of the Board of Directors. Notification of meetings via email shall constitute written notice. Each director shall receive notice of Special Meetings as described in Article V, Section 3 of these Bylaws. ARTICLE VL COMMITTEES cAtxw&b*ws &w) HealthPointBylaws 6 Section 1. Standing Committees. The standing committees of this corporation shall be the Executive Committee and the Finance Committee. Section 2. Other Committees. Other committees and subcommittees may be designated and/or dissolved as deemed necessary by the Board of Directors. Section 3. Committee Membership. The Board Chair shall appoint the committee chairpersons, except that the Chair shall chair the Executive Committee and the Treasurer shall chair the Finance Committee. The Board Chair shall appoint the members of each committee except the Executive Committee whose membership is described in these Bylaws. All committee chairpersons must be members of the Board of Directors. With Board Chair approval, non-Board members may serve on standing or ad -hoc committees. Section 4. Executive Committee, The Executive Committee shall consist of the officers of the corporation .and one At-Large Member. When authorized by the Board of Directors, the Executive Committee shall have the power, subject to such limitations defined in the laws of the State of Washington, to take specified actions or pass resolutions in the name of the Board In the event of an emergency, the Executive Committee of the Board of Directors shall have the power to act on behalf of the Board with the understanding that the Board of Directors will be apprised at the first available date. A majority of the current committee members must be present for the Executive Committee to have a quorum and conduct business. Section 5. At -Large Member of the Executive Committee. The position of At -Large Member of the Executive Committee shall be reserved for the Immediate Past Chair, for the 12 -month period immediately following that person's term. For the following year and until such time as a new person is elected to the position of Chair, the position of At -Large Member of the Executive Committee shall be elected by an affirmative vote of two- thirds of the directors attending the Annual Meeting, providing a quorum is present. The At -Large Member of the Executive Committee may be removed from office by the affirmative vote of two- thirds of the directors attending any regular or special meeting of the Board provided that a quorum is present and that written notice of such proposed removal shall have been given to all Board members and the At -Large Member of the Executive Committee at least ten (10) days prior to the meeting at which such proposal is to be voted upon. A vacancy in the position of At -Large Member of the Executive Committee shall be filled by two - thirds majority vote of the members of the Board. The term will be for the unexpired term of the position. o;*=dlb hM (yhv) HealthPointByiaws The At- Large Member of the Executive Committee must be a member of the Board of Directors. Section 6. Ad-Hoe Committees' Responsibilities. Each ad hoc committee shall develop a work plan for Board review and approval. All actions and recommendations of ad -hoc committees shall be submitted to the Board of Directors for approval. ARTICLE VII. QQ ICT OF INTEREST The Board of Directors shall establish and periodically review a conflict of interest policy for Board Members. ARTICLE VIII. LNDFMNTFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification Definitions. For purposes of this Article: A. " Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. B. "Director" means an individual who is or was a director of the corporation or an individual who, while a director of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. " Director" includes, unless the context requires otherwise, the estate or personal representative of a director. C. "Officer" shall be defined as persons listed as officers in the corporation's Directors and Officers Insurance Policy. D. "Expenses" include counsel fees. E. "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect tb a proceeding. F. "Official capacity" means: c:l6 M&bYhM (Yh+') HealthPointBylaws s (1} When used with respect to a director, the office of director in the corporation; and (2) When used with respect to an individual other than a director, the office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "official capacity" does not include service for any other foreign or domestic corporation or any ptner'ship, job venture, trust, employee benefit plan, or other enterprise. G. "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a Proceeding- H. "proceeding," means any threatened, Pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal. Section 2. Indemnification. Each director or officer now or hereafter serving the corporation and each person who at the request of, or on behalf of, the corporation is now serving or hereafter serves as a trustee, director or officer of any other corporation, whether for profit or not - for -profi his/her be representative heirs, executors and personal representatives, shall indemnified by the corporation against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such trustee, director or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or intentional misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of the Board of Directors, or otherwise. A. Iti�ht to Indemn Except as provided in Paragraph D, the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) The individual acted in good faith; and c:1bMdl YbM Eft) HealthPointBylaws 9 (2) The individual reasonably believed: (a) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and (b) In all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. B. Conduct Concerning Employee Benefit Plans. A Director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfied the requirement of subparagraph A (2) (b). C. Legal Proceedings. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of polo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. D. Limits on Indemnity. The corporation shall not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the corporation in which the director is adjudged liable to the corporation; or , (2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit, was improperly received by the director. E. Coverage of Reasonable Expenses. Indemnification provided under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Section 3. Advances for Expenses. c, \bowd\by — (ylw) 4 1 Healffoinftlaws 10 A. dv ce . The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director firnishes the corporation a written affirmation of the director's good faith belief that the director has met an appropriate standard of conduct; and (2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. B. Directgr's Undert king. The undertaking required by subparagraph A (2) must be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make repayment if the Board determines that the risk the advance will not be repaid is reasonable under the circumstances. Section 4. Determination and Authorization of Indemnification. c:Woar"AMA (y!w) A. Determination of Proper Conduct. The corporation shall not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Article VII. B. Board Determination. The determination shall be made: (1) By the Board by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subparagraph (1), by majority vote of a Committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceedings; (3) By special legal counsel: (a) Selected by the Board or its Committee in the manner prescribed in subparagraph (1) or (2); or I HealthPointBylaws 11 (b) If a quorum cannot be obtained under subparagraph (1), and a Committee cannot be designated under subparagraph (2), selected by majority vote of the full Board (in which selection directors who are parties may participate), or C. Authorization Of Indemnification. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph B (3) to select counsel. Section S. Indemnification of Officers, Employees, and Agedts. The corporation may, upon approval of the Board, indemnify and advance expenses to an employee, or agent of the corporation who is not a director to the same extent as to a director. Section 6. Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability. ARTICLE UL ACCOUNTIN j"& The corporation shall operate on an accountin* year from January I" to December 31" of each year. ARTICLE X. IN'IN "II'OLICI MUM- Section 1. Loans to Officers and Directors. No loans shall be made by the corporation to its officers or directors. Section 2. Authorization for Payment of Corporate Debt. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or Obomt%ykm (yiw) . HealthPointBylaws 12 officers, agent or agents, for the corporation and in such manner as is from time to time determined by resolution of the Board of Directors. Section 3. Deposits. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such bank, trust company, investment service or other depositories as the Board of Directors may select, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors. Section 4. Transfer of Funds. Any circumstances requiring the transfer of funds between a savings account and a checking account shall have the approval of such persons, and in such manner, as may be determined by resolution of the Board of Directors. ARTICLE Xi. WAIVER OF NOTICE. Whenever any notice is required to be given to any member or director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. ARTICLE XH. AMENDMENTS. These Bylaws may be amended at any meeting of the Board of Directors when the following conditions have been fulfilled: (1) Board members have been notified in writing at least ten (10) days in advance of what changes are to be considered; (2) at least two-thirds of the members of record on the Board of Directors shall be present to vote on amending the Bylaws; and (3) a two - thirds majority vote of the directors present at the meeting shall be required to approve a change in the Bylaws. Revised and Approved by the Board of Directors 3 �..M 13, 2010 cal victoria Goetz, C Sheryl Pot, S C Y aftarftlaws (yiw) %) HealthPoint Your Community Health Center 955 Powell St. SW, Renton, WA 98057 -2908 (425) 277 -1311 FAX: (425) 277 -1566 ROARD OF DIRRCTORS — 2013 NAME, ADDRESS, PHONE OCCUPATION Consumer? Office &/or Term Committee Expires 12/31 Carol Belland V.P. Salal Credit Union NO Finance 2014 Salal Credit Union WK: 206 - 826 -7601 Member since: PO Box 19340 Email: carolbAsalalcu.org 7/2012 Seattle, WA 98109 H:253- 946 -3188 Laurence M. DeShields II YES Vice -Chair 2012 3652125 Ih Ave. S. Home Fax: 253- 874 -6861 Executive Member since: Federal Way, WA 98003 -9104 WK: 206 -613 -5036 Audit 6/1998 H: 253- 838 -0560 email: tao49 comcast. net Luis H. Garcia, Sr. Retired YES Finance 2013 608 Chelan Pl. NE Email: luishgarciagclearwire. net Member since: Renton, WA 98059 11/2007 H:425- 663 -9128 C:425- 387 -0729 Victoria Goetz Homemaker, Student YES Treasurer 2013 417 Wells Ave S., Apt. #3 Email: ivsgoetz(nc�comcast.net Executive Member since: Renton, WA 98057 Cell# 425 -505 -3372 Finance 4/2001 H: 425- 204 -8802 Ca ital Cam aign Chad Horner Attorney YES Chair 2014 CURRAN Law Firm Email: chorner kcurranfarm.com Executive Member since: P.O. Box 140 Cell # 206 - 498 -6482 Audit 11/2005 Kent, WA 98035 -0140 WK PH: 253 - 852 -2345 FAX: 253- 859 -8037 Sabrina Matson Business and Commercial Real Estate Audit 2012 PO Box 257 Broker Kirkland, WA 98083 Email: Sabrina matsonkyahoo.com Member since: Cell #:425- 829 -7127 10/2009 Sheryl Pot Paralegal YES Secretary 2012 6640 Elizabeth Loop SE Email- soot98765kmsn.com Executive Member since: Auburn, WA 98092 Cell #: 253- 431 -7431 2/2004 Julie D. Shoji Vice President, Operations/ Finance 2013 17323 SE 185th Pl. Benefits Division Audit, Chair Member since: Renton, WA 98058 Symetra 6/2007 H:425- 433 -8297 Wk: 425-256-8560 'dsho'i comcast.net Cell: 206-930-0892 Noemi C. Katipunan Licensed Aesthetician YES Finance 2013 9014 1" Ave NW Email: nktandoc(ayahoo.com Member since: Seattle, WA 98117 Cell# 425- 281 -4325 07/2010 Megan Wildenradt Development and Outreach Specialist Member -at -Large 2013 7043 8`h Ave NW (Zeno) Executive Seattle, WA 98117 Email: megankzenomath.org Capital Campaign Member since Email: megannordeen&gmail.com 10/2010 Cell: 206 - 612 -5424 ex- officio: HealthPoint, CEO Thomas Trompeter 955 Powell St SW Cell :206- 550 -7397 Renton, WA 98057 -2908 wk: 425- 203-0405 - fax: 425- 277 -1566 email: t'trom eter ealth ointchc.or HealthPoint Board of Directors Updated 9/3/2013 F.XFCTTTIVF I.F,ADERSHIP TEAM Name Telephone Email Thomas Trompeter, Chief Executive Officer Debbie Wilkinson, Chief Operations Officer Vicki Hammond, Chief Financial Officer Judy Featherstone, MD, Medical Director John Caron, DMD, Dental Director Lisa Yohalem, Director of Planning and Development Yvonne L. Westover, Executive Assistant to the CEO 425- 203 -0405 425- 203 -0444 425- 203 -0416 425- 203 -0449 425- 203 -0471 425 - 203 -0454 425- 203 -0406 jtrompeterkhealthpointchc. org dwilkinsonkhealthpointchc .org vhammon&.healthpointchc. org jeatherstonekhealthpointchc.org icaronkhealthpointchc.org lyohalemkhealthpointchc.nrg estover health ointchc. or p. 2 Election of directors is by an affirmative vote of two- thirds of the members present of the Board of Directors, providing a quorum is present. Directors are selected based on the Board of Directors' perceived need for financial, legal, public relations, planning, fundraising, health care, consumer or other areas of expertise. At least 51% of the board will consist of HealthPoint consumers. An effort will be made to recruit consumer directors who are representative of the individuals being served by HealthPoint in terms of demographic factors such as race, ethnicity, sex and age. OP ID: SR 'nCOR °" CERTIFICATE OF LIABILITY LITY INSURANCE DATE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE _ -. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. __ - -- 05129DlYYYY) 05129/13 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 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 Phone: 206 -623 -7035 CUNT CT NAME: i Sprague Israel Giles 1501 Fourth Avenue, Suite 730 Fax: 206 - 6824993 PHONE 'FAX At rc. No_EzI) ----.._.--- --- _.._.-- ---- ------ �-�A{�,- �)..--- ........._...--- -.._._ ._..._-.....-----......--- Seattle, WA 98101 -3225 ADDSESS: John M. Policar PRODUCER HEALT -2 N — _ — _ __INSURERI S) AFFORDING COVERAGE - -_ -_- NAIC # INSURED HealthPoint INSURER A: American Econom- y Insurance Co — _19690 — 955 Powell Avenue SW, Suite A INSURER B: American States Insurance Co. 19704 V_._ - INSURER C : - — REnton, WA 98057 ._- r-I PRO- f- X POLICY Loc INSURER E : ----------------.--- -- -- ...- ._- .L.- -- -....--- - -..._ �_. -. —__ �- INSURER F, �w. ,.............. r•n. COVERAGES GtK I It It;A I r- rvumacra: - - 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 AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE _ -. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. __ - -- INTR .-- ._- -_ -.-- TYPE OF INSURANCE I POL' —i�Y EFF �POU Y EXP I LIMITS POLICY NUMBER MMlDDIYYYV MMIDDIYYY , EACH OCCURRENCE $ 2,000,00 { A GENERAL LIABILITY LIABILITY X 06101/13 I 06/01/14 i I 2,000 00 -8 I PREMISES (Ea occurrence _! -__ )l 1 COMMERCIAL GENERAL CLAIMS -MADE LXJ OCCUR 102BP466307 MED EXP_(Any one person) d,dd I � - "" ° -- E i.._� I ; PERSONAL & ADV INJURY j S Include( GENERAL AGGREGATE 1$ 4,000,00 PRODUCTS - COMPIOP AGG {1 $ - -- Includ@ ....-- ---- ---- -- -- --._.._.: Include GEN'L AGGREGATE LIMIT APPLIES PER r-I PRO- f- X POLICY Loc STOP GAP 1$ I AUTOMOBILE LIABILITY 'I `i COMBINED SINGLE LIMIT (Es accident) j $ 1,000,00 - -" -- 1 B 1X _ ANY AUTO I ':01 CH941889 -5 i 06101113 06101114 r -. -- - -- - - -I- -- - -- { � BODILY INJURY {Per - -_- I I ALL OWNED AUTOS l I BODILY INJURY (Per accident) 1 $ SCHEDULED AUTOS I I I PROPERTY DAMAGE I I (Per accident) h - -I i X k.__._ i HIRED AUTOS I - -- Ded s 10 X I NON -OWNED AUTOS I..._.Comp _._- ...._...._._ _ _ .._ iCafl Ded I $ 10 I I 1 EACH OCCURRENCE 1--.. UMBRELLA LUIS r --' OCCUR __ ....._.-- -..__..._._...— ...---. I �REGAT£ - $ EXCESSUAB L CLAIMS-MADE � AG G I f-_.--.-.._ .-- ...- ._— i___..._...- .._ —._.__ j I$ I DEDUCTIBLE $ RETENTION $ € WORKERS COMPENSATION WC STATU- OTH- 1 l �J. - I } AND EMPLOYERS' LIABILITY i Y/N ANY PROPRIETORIPARTNERIEXECUTIVE f ' N / A ! 1 E.L. EACH ACCIDENT $ I I I 1 OFFICERIMEMBER EXCLUDED? t (Mandatory in NH) tlesd-ibe I I E "L OtSEASE - EA EMPLOYEE $ LIMIT $ If yas, under ! DESCRIPTION OP OPERATIONS below 1 I E.L. DISEASE - POLICY j DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) The City, its officers officials, employees and agents are additional insured with respects liability arising out of operations by or on behalf of the Named Insured for General Liability per form EP7057 attached, subject to a written contract being in force. City of Federal Way 33325 8th Avenue South Federal Way, WA 98063 -9718 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 W I-JOO -Awwo P% V...... ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD ary of CMHML Federal Way "' Naeoi 3 FidKd Wiy. WA 9�00342b w���aam City of Federal Way 2013 COSO Public Services Contract Authorised SignaWres fbr imrolces I authorize the following Individuals to sign invoices and quarterly reports on behalf of: (Cw*acSng ), i ., . 1. .1119a4pef A - MA I i / 1 ' i - .. i Audkvhft Signature: (nmatbeby Person who sins On conbect Execum� vr DkwcW, Addldond Audarfsrd Sisnmburs. Add Wand Aufhahed She: --�kOnt2S -40r1to2-M.l . ehAe--P &,*, &.-rcel� (P*ted Name)_ „ (Two) is Nub: it is ow IbtNb► of t!o ©onbaclor fo intone t!o Cky of Fedwal Way K they wish b add a nano b or ddeft names *wn dit list