AG 15-0511 IaoRETURN TO: Robyn Buck
EXT: 2527
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: MAYOR'S OFFICE
2. ORIGINATING STAFF PERSON: BRIAN WILSON
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G.,
❑ PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
X CONTRACT AMENDMENT (AG #): 15 -051
❑ OTHER
EXT: 3. DATE REQ. BY:
RFB, RFP, RFQ)
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
5. PROJECT NAME: FEDERAL WAY PUBLIC HEALTH CENTER
6. NAME OF CONTRACTOR: _PUBLIC HEALTH - SEATTLE & KING COUNTY
ADDRESS: _401 51" AVE , STE 1000, SEATTLE, WA 98104 TELEPHONE 206- 263 -1330
E- MAIL: _JERRY.DEGRIECK @KINGCOUNTY.GOV FAX:
SIGNATURE NAME: "7J (O9/'V- TITLE
Owe c I ?y
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
8. TERM: COMMENCEMENT DATE: 1/1/16 COMPLETION DATE: 12/31/16
9. TOTAL COMPENSATION $_221,000 (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 YES, $
CITY
X PURCHASING: PLEASE CHARGE TO: 001 -1800- 990 - 518 -10 -410
PAID BY: ❑ CONTRACTOR ❑
10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (1F APPLICABLE)
X LAW
1 1 . COUNCIL APPROVAL OF APPLICABLE)
mac. io1L7/ts
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
y SENT TO VENDOR/CONTRACTOR DATE SENT: 10 DATE REC'D: %S
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS � vq _ l5-
❑ LAW DEPARTMENT
fiLCHIEF OF STAFF
SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNEDAG#
❑ SIGNED COPY RETURNED
COMMENTS:
INITIAL /DATE GNED
AG # "OS
DATE SENT: 12 -
11/9
I \RETURN TO:
EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: Mal 0(15 1 c-e-
2. ORIGINATING STAFF PERSON:
IQ� t�lil�a+r1
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G.,
❑ PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #):
❑ OTHER
EXT: 3. DATE REQ. BY:
RFB, RFP, RFQ)
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
5. PROJECT NAME:
6. NAME OF CONTRACTOR: Pk IpIIG t C>CAM Sea4e t' VA _CO on
1
ADDRESS: O • ' woo ' . • TELEPHONE 20 to -2 to 3 - ( 3
E -MAIL: )e(ry. .. C'ctri & . IGI IrCOur►}I . cfo) FAX:
SIGNATURE NAME: l7atf l (ta yes TITLE
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
8. TERM: COMMENCEMENT DATE:
NE 5-
COMPLETION DATE: 12 -13111
9. TOTAL COMPENSATION $ CO 0 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHA!GE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $
CITY
XPURCHASING: PLEASE CHARGE TO:
Oot-two 1 Io_J D
PAID BY: ❑ CONTRACTOR ❑
10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT OF APPLICABLE)
LAW
11. COUNCIL APPROVAL OF APPLICABLE)
12. CONTRACT SIGNATURE ROUTING
Si SENT TO VENDOR/CONTRACTOR
❑ ATTACH: SIGNATURE AUTHORITY,
X LAW DEPARTMENT
i CHIEF OF STAFF
X. SIGNATORY (MAYOR OR DIRECTOR)
X CITY CLERK
i ASSIGNED AG#
X SIGNED COPY RETURNED
COMMENTS:
7Qec 12115- jlit
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
DATE SENT: i ,I S j 15 DATE REC'D: 2 / 5/ /,S
INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE SIGNED
„- t12 et
.8._;.!7.11. /0 /Y
Ali r__ �1 V
AG# IS�,-Io
DATE SENT: 2-1 12_1 2-'Q t
11/9
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835 -7000
www cityoffederalway corn
AMENDMENT NO. 1 C N S 37g 7- Am 1
TO
HUMAN SERVICES AGREEMENT
FOR
CITY OF FEDERAL WAY PUBLIC HEALTH CENTER
This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Public Health — Seattle and King County, a local government ( "Contractor "). The City and
Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the
original Agreement for the Federal Way Public Health Center ( "Agreement ") dated effective January 1, 2015, as
follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no
later than December 31, 2016 ( "Amended Term ").
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
AMENDMENT
[Signature page follows]
1 1/2015
� Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederatway cam
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
By:
PUBLIC HEALTH ` ATTLE AND KING COUNTY
By:
Printed Name: T
ATTEST:
JAAJLJ. ALIAALfid
C erk, Stephanie Court it, CMC
APPROVED AS TO FORM:
Y City Attorney, Amy Jo Pearsall
Title: Division Director, Community Health Services Division
Public Health — S attle & King County
/0/ //5
DATE:
STATE OF WASHINGTON )
ss.
COUNTY OF KING
On this day personally appeared before me T.J. Cosgrove, to me known to be the Director - Community Health
Services Division of Public Health — Seattle & King County 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 F day of _jeee,11,6c■ , 20L5
AMENDMENT
Notary's signature
Notary's printed nan 'S �1f'a/ / .510i/7/
Notary Public in and for the State of Washington.
My commission expires 1• • / 9
2
1/2015
CITY OF
�... Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www crryoffederaAMay corn
AMENDMENT NO. 1 CO S3 78 -
TO
HUMAN SERVICES AGREEMENT
FOR
CITY OF FEDERAL. WAY PUBLIC HEALTH CENTER
This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Public Health - Seattle and King County, a local government ( "Contractor "). The City and
Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the
original Agreement for the Federal Way Public Health Center ( "Agreement ") dated effective January 1, 2015, as
follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no
later than December 31, 2016 ( "Amended Term ").
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
AMENDMENT
[Signature page follows]
1 1/2015
CITY OF
00.4._ Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www.cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
By: .,
Jim , 11, - ►ell, ayor
DATE:
ATTEST:
erk, Stephanie Co
APPROVED AS TO FORM:
MC
-k-DY City Attorney, Amy Jo Pearsall
PUBLIC HEALTH — SEATTLE AND KING COUNTY
By:
Printed Name: T. osgrove
Title: Division Director, Community Health Services Division
Public Health Sea e & King County
DATE: S �3
STATE OF WASHINGTON )
ss.
COUNTY OF KING
On this day personally appeared before me T.J. Cosgrove, to me known to be the Director - Community Health
Services Division of Public Health — Seattle & King County 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 .f day of jden-L,4_,-- , 20'
AMENDMENT
Notary's signature
Notary's printed name
Notary Public in and for the State of Washington.
My commission expires 2 •l,- 9
2 1/2015
II RETURN TO: tica_Rwr EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM •
1. ORIGINATING DEPT./DIV: Mal 0v's (%
2. ORIGINATING STAFF PERSON: 15ian W I ISO in EXT: 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 1X HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: f i±L(a1 WakA P t tht e q i ceo+cir
6. NAME OF CONTRACTOR: PIA bllC ti Y I Sea-t-We 'C0ui`9 (v?j-
ADDRESS: (--1O► S1'" flretlot S.ti kc %au ) S«. Ve l&,oy TELEPHONE ZD to'Z ( 30
E-MAIL: )e(ry.cl j & a lei tm .c�o%.1 FAX:
SIGNATURE NAME: a{-f(1 I"t.tje5 TITLE
7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: 1 I 1 ( s COMPLETION DATE: 1 243/ll s
9. TOTAL COMPENSATION$ o b` 06 0 (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 YES,$ PAID BY ❑CONTRACTOR❑
CITY Q
XPURCHASING: PLEASE CHARGE TO: 00 1-I O�.J 0 "19.0—51 -1() r 910
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
LAW &QG (21{5-I04
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING r
$1 SENT TO VENDOR/CONTRACTOR DATE SENT: ti Si I c DATE REC'D: Z / S`/5-
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI ATE,LICENSES,EXHIBITS
INITIAL/DATE SIGNED
X LAW DEPARTMENT ••- / 12
y CHIEF OF STAFF
SIGNATORY(MAYOR OR DIRECTOR) /iy, WAWZW
CITY CLERK ArenlirrfX,
X ASSIGNED AG# AG# ,q-� 0
X SIGNED COPY RETURNED DATE SENT: 02-i 1 2A)
COMMENTS:
11/9
CITY OF
CITY HALL
Federal Way 33325 A Avenue South
Federal Way,WA 98003-6325
(253)835-7000
www ciryoffederaiway coin
HUMAN SERVICES AGREEMENT
FOR
CITY OF FEDERAL WAY PUBLIC HEALTH CENTER
This Human Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Public Health — Seattle & King County, a local government ("County").
The City and County (together "Parties") are located and do business at the below addresses which shall be
valid for any notice required under this Agreement:
Public Health—Seattle & King County: City of Federal Way:
Jerry DeGrieck Mayor Jim Ferrell
Deputy Division Manager 33325 8th Ave. S.
401 5 Avenue, Suite 1000 Federal Way, WA 98003-6325
Seattle, WA 98104 (253) 835-2402 (telephone)
(206)263-1330 (253) 835-2409 (facsimile)
jerry.degrieck @kingcounty.gov jim.ferrell @cityoffederalway.com
WHEREAS, King County experienced a significant budget deficit for the 2015-2016 biennium and was
contemplating the closure of the Federal Way Public Health Center;
WHEREAS, the city of Federal Way desires to provide funding for King County to maintain its existing
operations at the Federal Way Public Health Center;
The Parties agree as follows:
1. TERM. The term of this Agreement shall be for a period of one (1) year commencing on January 1, 2015 and
terminating on December 31, 2015 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the City and the County.
2. SERVICES. The County shall perform the services more specifically described in Exhibit "A", attached hereto
and incorporated by this reference ("Services"), performed in a satisfactory manner. The County 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. A list of services offered at the facility shall be available for inspection
by the City, but the making(or failure or delay in making) such inspection shall not relieve County of responsibility for
performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or
non-complying performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty(30) days written notice at its address set forth above. The City may terminate this Agreement immediately if
the County fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may
result in ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the County Two Hundred Twenty-One Thousand
and NO/100 dollars ($221,000.00) paid out in quarterly installments as delineated in Exhibit "B", attached hereto and
incorporated by this reference. The County shall be solely responsible for the payment of any taxes imposed by any
lawful jurisdiction resulting from this Agreement.
CITY OF CITY HALL
Federal ra l Way Federal Way,WA 98003-6325
(253)835-7000
wv vw ctyoffedero!way cunt
4.2 Method of Payment. King County will submit quarterly invoices Upon execution County will submit an
invoice and the city will pay within 45 days.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period,the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 County Indemnification. The County represents to the City that the County has competent,trained staff
and where necessary, professional staff to render the services to be performed under this Agreement. The County agrees
to indemnify,hold harmless and defend the City, its elected officials,officers,employees,agents,and volunteers from any
and all claims, demands, losses, actions and liabilities(including costs, expenses and all reasonable attorneys' fees)to or
by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives,
arising from, resulting from, or connected with the Agreement to the extent caused by the negligent acts, errors or
omissions of the County, its partners,shareholders, agents,employees,or by the County's breach of this Agreement.
5.2 Industrial Insurance Act Waiver. The County waives any immunity that may be granted to it under the
Washington State Industrial Insurance Act, Title 51 RCW. The County's indemnification shall not be limited in any way
by any limitation of the amount of damages, compensation or benefits payable to or by any third party under workers'
compensation acts,disability benefit acts or any other benefits acts or programs.
5.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement
with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The County agrees to carry insurance for liability which may arise from or in connection with the
performance of the services or work by the County, their agents, representatives, employees or subcontractors for the
duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
6.1. Self-Insurance Program. King County, a charter county government under the constitution of the State of
Washington, hereinafter referred to as "County", maintains a fully funded Self-Insurance program as defined in King
County Code 2.12 for the protection and handling of the County's liabilities including injuries to persons and damage to
property.
The City acknowledges, agrees and understands that the County is self-funded for all of its liability exposures.
The County agrees, at its own expense, to maintain, through its self-funded program, coverage for all of its liability
exposures for this Agreement. The County agrees to provide the City with at least 30 days prior written notice of any
material change in the County's self-funded program and will provide the City with a certificate of self-insurance as
adequate proof of coverage. The City further acknowledges, agrees and understands that the County does not purchase
Commercial General Liability insurance and is a self-insured governmental entity; therefore the County does not have the
ability to add the City as an additional insured.
6.2. No Limit of Liability. City's acknowledgement of County's fully funded self-insurance program shall not
be construed to limit the liability of the County to the coverage provided by such program, or otherwise limit the City's
recourse to any remedy available at law or in equity. The County's self-insurance program shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the
County's insurance and shall not contribute with it.
6.3. Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
CITY OF CITY HALL
Federal 3.3325 8th Avenue South
1=edeca!Way,WA 98003-6325
(253)835-7000
www.cftyoffedera/way coin
7. BOOKS AND RECORDS. The County agrees to maintain books, records, and documents which sufficiently
and properly support costs related to the performance of the Services and maintain such accounting procedures and
practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this
Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and
may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State
Auditor,or other governmental officials authorized by law to monitor this Agreement.
8. INDEPENDENT AGENCY. The Parties intend that the County shall be an independent Agency and that the
County has the ability to control and direct the performance and details of its work, the City being interested only in the
results obtained under this Agreement. The City shall be neither liable nor obligated to pay County sick leave, vacation
pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of
employment. County shall take all necessary precautions and shall be responsible for the safety of its employees,agents,
and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose.
All work shall be done at County's own risk,and County shall be responsible for any loss of or damage to materials,tools,
or other articles used or held for use in connection with the work. The County shall pay all income and other taxes due
except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City,
regardless of whether such may provide a secondary or incidental benefit to the County, shall not be deemed to convert
this Agreement to an employment contract.
9. CONFLICT OF INTEREST. County confirms that County does not have a business interest or a close family
relationship with any City officer or employee who was, is, or will be involved in the County's selection, negotiation,
drafting, signing, administration,or evaluating the County's performance.
10. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by County or its
subcontractors of any level, or any of those entities' employees, agents, sub-agencies, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status,or the presence of any disability, including sensory,mental or physical handicaps,unless based upon a bona
fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be
limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation,
and selection for training, including apprenticeship. County shall comply with and shall not violate any of the terms of
Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the
Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation
regarding non-discrimination.
11. GENERAL PROVISIONS.
11.1 Interpretation and Modification. This Agreement,together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative,null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision,may be amended,
waived,or modified except by written agreement signed by duly authorized representatives of the Parties.
11.2 Assignment and Beneficiaries. Neither the County nor the City shall have the right to transfer or assign,
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party.If
the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
41114046, CITY OF CITY HALL
Federal a l Way Fe 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.atyoffederaiway.com
effect and no further assignment shall be made without additional written consent. Subject to the foregoing,the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest,heirs and
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other
person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
11.3 Compliance with Laws. The County shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations,rules, standards and policies, as now existing or hereafter amended, adopted, or made effective.If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement,this Agreement may be rendered null and void,at the City's option.
11.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
County's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail,postage prepaid,to the address set forth above. Any notice so posted
in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or
more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act
as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and
interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute,
difference or claim arising from this Agreement,the exclusive means of resolving that dispute, difference, or claim, shall
be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington,
unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction
over such a suit,then suit may be filed in any other appropriate court in King County,Washington.Each party consents to
the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such
courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement,each Party shall
pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including
all appeals, in addition
to any other recovery or award provided by law; provided, however,however nothing in this paragraph shall be construed
to limit the Parties' rights to indemnification under Section 5 of this Agreement.
11.5 Execution. Each individual executing this Agreement on behalf of the City and County represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto
had signed the same document. All such counterparts shall be construed together and shall constitute one instrument,but
in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment
pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this
Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the
Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof
11.6 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.
11.7 No Third Party Beneficiaries. Except for the parties to whom this Contract is assigned in compliance with
the terms of this Contract, there are no third party beneficiaries to this Contract, and this Contract shall not impart any
rights enforceable by any person or entity that is not a party hereto.
CITY OF CITY HALL
41%16 33325 8th Avenue South
h A 5
3ederal t WA
(253)835-7000
w vwcrtyeffede;array-.cum
IN WITNESS,the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY ATTEST:
•+/ tx 11t 1. 06116.\2
Jim F- - , -yor ity erk, Stephanie Courtney, CMC
F
U
APPROVED AS TO FORM:
DATE: //1,-//6- V 1' ej---e.....-
.4 y City Attorney,Amy Jo Pearsall
PUBLIC HEALTH-SEATTLE &KING COUNTY
By: I ,
Patty Hayes, I 4 Direc e r DATE: L— t — /•)---
STATE OF WASHINGTON )
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s .
COUNTY OF ie,;, )
On this day personally appeared before me Patty Hayes, to me known to be the Interim Director of Public
Health- Seattle & King County 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.
GIVEMoy, �nd and official seal this vi� day of �(�,!/ ,201% 5'-
\ " 4. DAY iiii.
,t, ...0 E1tPIRij... �.�� Notary's signature �/' d
,`
i,2.:s o�*�Y Notary's printed name Z- ,, • �,,,
AP woe 4.1z? Notary Public in and for the State of Washington.
P1le�``' a; My commission expires axe,f /1, ?�//•
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111milim►`'
AIL CITY OF CITY HALL
Federal ra l Way 33325 8th Avenue South
Federal Way.WA 98003-6325
(253)835-7000
www cityaffecleraiwav corn
EXHIBIT "A"
SERVICES
Project Summary
The County shall maintain existing operations at the Federal Way Public Health Center and will use the funds to
provide uncompensated care. The County shall ensure that services provided with funding under this
Agreement are made available to City of Federal Way residents. The services provided at City of Federal Way
Public Health Center include:
• Maternity Support Services(MSS) and Infant Case Management (ICM)
• Special Supplemental Nutrition Program for Women, Infant and Children(WIC)
• Family Planning and Health Education
Public Health's Community Health Services (CHS)Division operates the Public Health Centers and CHS will
continue to focus on improving productivity and achieving visit targets at all of the Public Health Centers.
The King County adopted budget for the 2015-2016 biennium contains funding to maintain the Federal Way
Public Health Center through December 31, 2016.
Public Health staff will be available to present information to the Federal Way City Council at a mutually
agreeable time.
A. Project Files
The County shall maintain files for this project containing the following items:
1. A copy of this Agreement and any amendments.
2. Copies of all invoices and reports submitted to the City for this project.
B. Reports and Reporting Schedule
During 2015 and 2016,the County shall collect and report performance data to the City quarterly and annually
on the total number visits by program and zip code delivered by the City of Federal Way Public Health Center
and its satellites.
CITY OF CITY HALL
�_ 33325 8th Avenue South
� Federal Way Federal Way.`CIA 98003-6325
(253)835-7000
www crtyofferleraiway:com
EXHIBIT `B"
COMPENSATION
Project Budget
The City shall provide the following funds as consideration to complete the Scope of Work. The total amount
of reimbursement pursuant to this Agreement shall be fixed at Two Hundred Twenty-One Thousand and
No/100 dollars ($221,000.00)paid out in quarterly installments as follows:
Period ending March 31, 2015: April 15, 2015
Period ending June 30, 2015: July 15, 2015
Period ending September 30, 2015: October 15, 2015
Period ending December 31, 2015: January 15, 2016
The County shall submit a Reimbursement Request in the format requested by the City.