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AG 16-09411 RETURN TO: Jeffrey Watson EXT: 2650 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: COMMUNITY DEVELOPMENT 2. ORIGINATING STAFF PERSON: JEFFREY WATSON 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 5. PROJECT NAME: FEDERAL WAY DAY CENTER EXT: 2650 3. DATE REQ. BY: 6/17/16 RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT p HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 6. NAME OF CONTRACTOR: CATHOLIC COMMUNITY SERVICES OF WESTERN WASHINGTON ADDRESS: _100 23rd Ave. S , SEATTLE, WA, 98144 TELEPHONE _206 -718 -2025 E -MAIL: FAX: SIGNATURE NAME: BILL HALLERMAN 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: FEBRUARY 1, 2016 COMPLETION DATE: DECEMBER 31, 2017 9. TOTAL COMPENSATION $200,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW .PROJECT MANAGER DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY INI / D ATE • VIE ED ArigOIMM d�YZC- (,)lam jIca COMMITTEE APPROVAL DATE: Vg1/ 62 20 COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS is.LAW DEPARTMENT CHIEF OF STAFF IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS:r.I-^n�,,Q� �l 1Sc1 11/9 CITY OF .'t.. Federal Way HUMAN SERVICES AGREEMENT FOR FEDERAL WAY DAY CENTER CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederatway com This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Catholic Community Services of Western Washington, a Washington State Public Benefit Corporation ( "Agency "). The City and Agency (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: CATHOLIC COMMUNITY SERVICES OF WESTERN WASHINGTON: Bill Hallerman 100 23rd Ave. S Seattle, WA 98144 206 - 718 -2025 (telephone) billhall@ccsww.org CITY OF FEDERAL WAY: Cynthia Ricks - Maccotan 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) ynthia.Ricks- maccotan(a cit offederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2016 and terminating on December 31, 2017 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES. The Agency shall perform the services more specifically described in Exhibits A and E, attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. Additionally, the Agency shall perform in accordance with provisions of the Grant Agreement between the City and the Washington State Department of Commerce ( "Grant Agreement "), which is Exhibit D, attached hereto and incorporated by this reference, to the same standards of professional practice previously stated. Exhibits A, D, and E shall comprise the extent of "Services" for purposes of this Agreement. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in HUMAN SERVICES AGREEMENT 1 - 1/2015 CITY OF , Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cftyoffederalway com Exhibit B. The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. 4.2 Method of Payment. On a quarterly basis, the Agency shall submit to the City an invoice for payment on a form provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within forty-five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation and reports. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the performance measures set forth in Exhibit A. Should the Agency fail to meet the performance measures for each quarter, the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement. Exceptions may be made at the discretion of the City's Community Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10 %) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. HUMAN SERVICES AGREEMENT 2 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At City's request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are "claims made," Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. HUMAN SERVICES AGREEMENT 3 1/2015 CITY OF A& Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cityoffederalway.com 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT AGENCY. The Parties intend that the Agency shall be an independent Agency and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 12. 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 Agency or its subcontractors of any level, or any of those entities' employees, agents, sub - agencies, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. HUMAN SERVICES AGREEMENT 4 1/2015 CITY OF Federal Way 13. GENERAL PROVISIONS. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 The Agency acknowledges it has read and understands the terms of the Grant Agreement (Exhibit D), and will abide by all terms and conditions of the Grant Agreement and other provisions of this Agreement which specify how the terms of the Grant Agreement will be carried out. 13.3 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.4 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution Number 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.5 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such HUMAN SERVICES AGREEMENT 5 1/2015 GITY QF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway, com courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.6 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] HUMAN SERVICES AGREEMENT 6 1/2015 CITY OF Federal 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 FE II RAL WAY ATTEST: dir Jim Fe r May :r DATE: (,/,1/1/ lerk, Stephanie Courtney, APPROVED AS TO FORM: 4-0- City Attorney, Amy Jo Pearsall CATHOLIC COMMUNITY SERVICES OF WESTERN WASHINGTON By: Printed Name: D ; L(k._ CSI 1--- Title: � r_c(t;— <r(%(cliC DATE: tG' 3-a l (A STATE OF WASHINGTON ) ) ss. COUNTY OF ! `; v, c� ) O this day personally ap eared before me 1)du'i , 1\ e- i. ) to me known to be the of /AWACS � i C e S 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 artiltoffiui lopal this ♦�••, OR ,jr)' `Y A , ``♦♦Q,G, �SStON A•. ry's signature O to e SP 4• cNOtly s printed name tu NOTARY 1 =N: PUBLIC 1 ° . z: '.A : r : 0 i 9% ••. 03 ..g .. `• ,,o O ; WAN��%�♦ 1111 -'day of HUMAN SERVICES AGREEMENT of Washingto (D 6( - 7 1/2015 CITY OF Federal Way EXHIBIT A SCOPE OF SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffecleralway.com Project Summary The Agency shall provide daytime services in the City of Federal Way Day Center for people experiencing homelessness. The Center shall provide access to essential living services to include shower, laundry, mail services, computers, basic eating facilities, transportation support, essential supplies, and housing stability services, which will provide homeless men and women in Federal Way a place to clean up, receive mail, obtain some counseling, and socialize. The Agency will operate the Center according to the Federal Way Day Center Pilot Project Model of Service included in this Agreement as Exhibit E, the provisions in this Exhibit A, and Exhibit D. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Day Center Operations The Day Center will be open Monday- Friday for a minimum of five hours per day. The Day Center may be closed on holidays that occur during the work week. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents and other persons with City and State funds: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1St Quarter JAN. — MARCH 2 "d Quarter APRIL — JUNE 3rd Quarter JULY —SEPT. 4th Quarter OCT. — DEC. Total Number of unduplicated Federal Way residents assisted in 2016 0 0 15 25 40 Number of unduplicated other persons assisted in 2016 0 0 50 50 100 Number of unduplicated Federal Way residents assisted in 2017 25 25 25 25 100 Number of unduplicated other persons assisted in 2017 60 60 60 60 240 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: HUMAN SERVICES AGREEMENT 8 1/2015 1St Quarter JAN. — MARCH 2 "d Quarter APRIL — JUNE 3rd Quarter JULY — SEPT. 4th Quarter OCT. —DEC. Total 2016 Number of visits (est. 20 /day *20 days /mo.) 0 0 800 1200 2000 HUMAN SERVICES AGREEMENT 8 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cityoffederalway.com C. Definition of Services 1. Number of visits a day to the center (may be duplicated) 2. Number of referrals to other services (both total number and unduplicated, understood that persons assisted may be referred to multiple services) 3. Number of assisted persons connected to community partners (both total number and unduplicated, understood that persons assisted may be connected to multiple community partners) 4. Number of assisted persons housed in shelters (includes emergency shelters) 5. Number of assisted persons that are permanently housed (includes transitional & permanent housing/permanent supportive housing) HUMAN SERVICES AGREEMENT 9 1/2015 1St Quarter JAN. — MARCH 2"d Quarter APRIL —JUNE 3rd Quarter JULY — SEPT. 4th Quarter OCT. —DEC. Total Number of referrals 0 0 8 8 16 Number of connections to community partners 0 0 8 8 16 Number of persons housed in shelters 0 0 6 6 12 Number of persons permanently housed 0 0 2 2 4 Number of persons with increased income 0 0 2 4 6 Volunteer Hours (est. 20 /hrs. week) 0 0 800 1200 2000 2017 Number of visits (est. 20 /day *20 days /mo.) 1200 1200 1200 1200 4800 Number of referrals 9 9 9 9 36 Number of connections to community partners 9 9 9 9 36 Number of persons housed in shelters 12 12 12 12 48 Number of persons permanently housed 6 6 6 6 24 Number of persons with increased income 6 6 6 6 24 Volunteer Hours (est. 20/hrs. week) 1200 1200 1200 1200 4800 C. Definition of Services 1. Number of visits a day to the center (may be duplicated) 2. Number of referrals to other services (both total number and unduplicated, understood that persons assisted may be referred to multiple services) 3. Number of assisted persons connected to community partners (both total number and unduplicated, understood that persons assisted may be connected to multiple community partners) 4. Number of assisted persons housed in shelters (includes emergency shelters) 5. Number of assisted persons that are permanently housed (includes transitional & permanent housing/permanent supportive housing) HUMAN SERVICES AGREEMENT 9 1/2015 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 6. Number of assisted persons with increased income (unduplicated, the number of assisted persons with increased income) 7. Number of volunteer hours (provided at and to the Day Center) D. Performance Measures 1. City of Federal Way outcomes to be reported: a) 50% of persons assisted will be engaged with center staff b) Improved physical /behavioral health. 30% of clients will have improved access to medical and behavioral health resources as measured by connections to community providers. c) 90% of clients served in a year will receive hygiene services including showers and /or laundry as measured by Agency staff. d) 70% of clients served in a year will receive referrals to community providers such as healthcare, mental health treatment services and employment/job training as measured by Agency staff. e) 20% of clients who were living on the street will be successfully connected to emergency shelter /transitional housing as measured by Agency staff. f) 10% of clients that were homeless will obtain permanent housing as measured by Agency staff. g) 10% of persons assisted will have increased income. 2. WA State Department of Commerce outcomes to be reported: a) 35% of analysis of best practices, data collection processes, services connections /partnerships processes, and neighborhood collaboration efforts will be completed by end of 4`h Quarter of 2016. b) 75% of analysis of best practices, data collection processes, services connections /partnerships processes, and neighborhood collaboration efforts will be completed by end of 1st Quarter of 2017. c) 100% of analysis of best practices, data collection processes, services connections /partnerships processes, and neighborhood collaboration efforts will be completed by end of 2nd Quarter of 2017. E. Service and Performance Documentation and Recordkeeping The Agency shall document service and performance, as well as related expenses, to reflect that funding for the Day Center is being provided from both the City and the Department of Commerce. Each requires distinct and separate documentation to identify how funds are used and that the use is consistent with the Grant Agreement and this Agreement. F. Records 1. Project Files The Agency shall maintain files for this project containing the following items: a) Notice of Grant Award b) Motions, resolutions, or minutes documenting CCS Board actions or Day Center Advisory Group concerning the Day Center c) A copy of this Agreement with the Scope of Services d) Correspondence regarding budget revision requests e) Copies of all invoices and reports submitted to the City for this project f) Bills for payment with supporting documentation g) Copies of approved invoices and warrants h) Records documenting that costs reimbursed with funding provided under this Scope are allowable i) Such records include, but are not limited to: • personnel costs, including payroll for actual salary and fringe benefit costs HUMAN SERVICES AGREEMENT - 10 - 1/2015 CITY OF .�., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityo/%deralway. com ■ staff travel costs, including documentation of mileage charges for private auto use, which must identify destination and starting location, and purpose of the trip; and • 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. 2. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income Guidelines may be adjusted periodically by HUD. King County FY 2016 income Lim is Summary Median Income King County FY 2016 Income Limit Category 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons $90,300 Extremely Low (30 %) Income Limits $19,000 $21,700 $24A00 $27,100 $29,300 $32,580 $36,730 $40,890 Very Low (50%) Income Limits $31,650 $36,150 $40,650 $45,150 $48,800 $52,400 $56,000 $59,600 Low (80 %) Income Limits $48,550 $55,450 $62,400 $69,300 $74,850 $80,400 $85,950 $91,500 The Agency agrees to use updated Income Guidelines, which will be provided by the City. G. Reports and Reporting Schedule The Agency shall collect and report client information to the City quarterly (on the dates outlined in Exhibit B) and annually on a Service Unit Report (see Exhibit F) to be provided by the City in the format requested by the City. The Agency shall also submit a quarterly Narrative Report describing the program's accomplishments and explaining any variance in quarterly service units that is more than twenty -five percent over or under the quarterly goal. The Agency shall submit an Annual Demographic Data Report (see Exhibit F). The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and shall be submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track performance measures and outcomes for the program as specified in this Exhibit A and in Exhibit D. Changes to the outcomes must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. H. Public Information In all news releases and other public notices related to projects funded under this Agreement, the Agency will include information identifying the source of funds as the City of Federal Way Human Services General Fund Program and the Washington State Department of Commerce. HUMAN SERVICES AGREEMENT -11- 1/2015 CITY OF �... Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com Project 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 Agreement shall not exceed $200,000. A. City of Federal Way Funds 2016 2017 City of Federal Way General Fund: $50,000 $50,000 Washington Department of Commerce $50,000 $50,000 • Personnel Services (detail below) $25,000 $25,000 Total Project Funding: $100,000 $100,000 B. Line Item Budget 2016 2017 City of Federal Way • Personnel Services (detail below) $25,000 $25,000 • Office or Operating Supplies $5,000 0 • Rent & Utilities $15,000 $20,000 • Communications 0 0 • Travel and Training 0 0 • Other (specify): 0 0 • Client Travel 0 0 • Administration (Overhead) $5,000 $5,000 Sub -Total City of Federal Way Funds: $50,000 $50,000 Washington Department of Commerce • Personnel Services (detail below) $6,000 $35,000 • Office or Operating Supplies $39,000 0 • Rent & Utilities 0 $10,000 • Communications 0 0 • Travel and Training 0 0 • Other (specify): 0 0 • Client Travel 0 0 • Administration (Overhead) $5,000 $5,000 Sub -Total Commerce Funds: $50,000 $50,000 Total Project Funds: $100,000 $100,000 HUMAN SERVICES AGREEMENT - 12 - 1/2015 CITY OF 44. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com C. Personnel Detail 2016 Position Title Position Full Time Equivalent Annual Salary and Benefits City of Federal Way Funds Department of Commerce Funds Program Supervisor 1 $56,000 $25,000 Case Manager .5 $25,000 Division Director .15 $13,500 $6,000 Center Hosts .5 $17,500 Total 2.15 $112,000 $25,000 $6,000 2017 Position Title Position Full Time Equivalent Annual Salary and Benefits City of Federal Way Funds Department of Commerce Funds Program Supervisor 1 $56,000 $25,000 Case Manager .5 $25,000 $15,000 Division Director .15 $13,500 $10,000 Center Hosts .5 $17,500 Total 2.15 $112,000 $25,000 $35,000 D. Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 2016 • 1st Quarter: June 10, 2016 • 2nd Quarter: o Final Reimbursement Request and Service Unit Report for State Fiscal Year due for Department of Commerce funding not later than June 10, 2016; o City of Federal Way quarterly report and invoice due not later than July 15, 2016; • 3rd Quarter: October 15; and • 4th Quarter: o City of Federal Way Final Reimbursement Request and Service Unit Report forms due January 8, 2017; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15, 2017. o Quarterly Report and reimbursement request for Department of Commerce funding due January 15, 2017; 2017 • 1st Quarter: April 10, 2017 • 2nd Quarter: o Final Reimbursement Request and Service Unit Report for State Fiscal Year due for Department of Commerce funding not later than June 10, 2017; o City of Federal Way quarterly report and invoice due not later than July 15, 2017; • 3rd Quarter: October 15; and HUMAN SERVICES AGREEMENT - 13 - 1/2015 44CITY OF _- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederatway.com • 4th Quarter: o City of Federal Way Final Reimbursement Request and Service Unit Report forms due January 8, 2018; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15, 2018. The Agency shall submit Reimbursement Requests (See Exhibit F) in the format requested by the City. Reimbursement Request Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Quarterly Payments (City of Federal Way Funds): 2016 Department of Commerce Funds 1st Qtr N/A 2nd Qtr $50,000 3rd Qtr $12,500 4th Qtr $12,500 City of Federal Way Funds 1st Qtr $12,500 2nd Qtr $12,500 3rd Qtr $12,500 4th Qtr $12,500 2017 Department of Commerce Funds 1st Qtr $12,500 2nd Qtr $12,500 3rd Qtr N/A 4th Qtr N/A City of Federal Way Funds 1st Qtr $12,500 2nd Qtr $12,500 3rd Qtr $12,500 4th Qtr $12,500 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 reimbursement requests shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year -end on the Service Unit Report. Conditions of Funding The Agency agrees that it will meet any specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. HUMAN SERVICES AGREEMENT - 14 - 1/2015 CITY OF ,'�...., Federal Way HUMAN SERVICES AGREEMENT CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciryoffederalway com EXHIBIT C INSURANCE - 15 - 1/2015 CITY OF 4.- Federal Way EXHIBIT D CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com DEPARTMENT OF COMMERCE GRANT AGREEMENT WITH THE CITY OF FEDERAL WAY HUMAN SERVICES AGREEMENT - 16 - 1/2015 Department of Co Innovation is in our nature. re Grant Agreement with City of Federal Way, Community Development Department through Community Services and Housing Division Housing Assistance Unit Start date: February 1, 2016 Washington State Department of Commerce www.COMMERCE.wa.gov THIS PAGE INTENTIONALLY LEFT BLANK Special Terms and Conditions . Face Sheet 1. Grant Management , = 2 2, Billing Procedures and Payment == 2 3. Compensation , . 2 4. Eligible Use of Funds = 2 5. Insurance . 2 6. Washington State Quality Award 3 7. ........ , 1 Order of Precedence ............ ............................... General Terms and Conditions „ .•... 5 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. Definitions ... . ............... .. „ . , . 5 Access to Data , - 5 Advance Payments Prohibited...... ..... •• 5 All Writings Contained Herein 5 Amendments........ ............................... ,< Americans with Disabilities (ADA) .......... . ... . . .. :.. .......:. •....- ,., <, 6 Assignment Attorney's Fees .......................... .......... .. Audit<,., , ,,,,.,;.< .... . ........... ... Confidentiality /Safeguarding of Information ..... ....;,..,. Conflict of Interest ............ ............................... .......... CopyrightProvision .......................................... ......_ ....,,,...,,,.,,...,., 7 Disputes............................. ............................... 8 Duplicate Payment ............................................ „ „ , . 8 Governing Law and Venue , , 8 Indemnification .................... . 9 Independent Capacity of the Contractors. ...... . 9 Industrial Insurance Coverage 9 Licensing, Accreditation and Registration • 9 Limitation of Authority .10 Noncompliance with Nondiscrimination Laws .., <, 10 Political Activities,., . .10 Publicity ............. Recapture Records Maintenance ...................... 10 Registration with the Department of Revenue .... ......11 Right of Inspection 0 0 Savings .......................................... ..... SiteSecurity ........................................................................ Subcontracting. ................. Survival..,.., ,•. Termination for Cause . »........... 12 Termination for Convenience.....,. ,. ,,.....,,12 Termination Procedures .............. ......... ......... ......... ......... .,,...,..< 12 38. Treatment of Assets 39. Waiver..... . Attachment A, Scope of Work Attachment B, Budget .13 .13 IRC v'Et t Y COMMUNITY "a( ECONOMIC DEVELOPMENT DEPARTMENT MAY 2 201i. STATE OF WASHINGTON DEPARTMENT OF COMMERCE 1011 Plum Street SE • PO Box 42525. Olympia, Washington 98504 -2525 • (360) 725 -4000 www.commerce.wa.gov April 27, 2016 Mr. Jeffery Watson Community Services Manager Community Development Department 33325 8th Ave. South Federal Way, WA 98003 Re: CHG Contract Number 16- 46118 -01 Dear Mr. Watson: Enclosed please find one executed original of the above referenced CHG contract face sheet. If you have any questions or concerns, please call Emily Burgess at 360- 725 -2942 or email to Emily.Burgess @commerce.wa.gov. Sincerely, Kathryn Stayrook Housing Assistance Unit Enclosure FACE SHEET Grant Number: 16- 46118 -01 Washington State Department of Commerce Community Services and Housing Division Housing Assistance Unit Consolidated Homeless Grant (CHG) 1. Grantee City of Federal Way Community Development Department 33325 8th Ave. South Federal Way, Washington, 98003 2. Grantee Doing Business As (optional) 3. Grantee Representative Jeffery Watson Community Services Manager 253- 835 -2650 jeff.watson @cityoffederalway.com 4. COMMERCE Representative Emily Burgess 1011 Plum St. SE CHG Program Manager Olympia, Washington 98504 360- 725 -2942 360 -586 -5880 emily.burgess@comrnerce.wa.gov 5. Grant Amount $100,000 6. Funding Source Federal: State: X Other: 7. Start Date February 1, 2016 8. End Date June 30, 2017 9. Federal Funds (as applicable) Federal Agency: CFDA Number N/A N/A N/A 10. Tax ID # XXXXXXXXXXX 11. SWV # SWV00I5957 -00 - 12.UBI# N/A 13. DUNS # N/A 14. Grant Purpose This grant provides resources for the operation of a low barrier day shelter for people experiencing homelessness which provides access to essential living services (showers, laundry, food, essential supplies) and housing stability services. COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: CHG Application , CHG Guidelines (as they may he revised from time to time), and Grant Terms and Conditions including Attachment "A" - Scope of Work, Attachment "B "— Budget. FOR * 4, EE; FOR COMMERCE .or thane Klontz, ', istant ►rector Community Services and Housing Division ttre + j Print tne a d Title Date : APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Date SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed COMMERCE invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Invoices are due on the 20th of the month following the provision of services. Final invoices for each grant period may be due sooner than the 20th. All final charges for a grant period must be billed on the final invoice for that same period. Invoices must be submitted online using the Commerce Contract Management System (CMS) through Secure Access Washington (SAW). COMMERCE may, in its sole discretion withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Grant shall be made by COMMERCE. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under the Grant, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 3. COMPENSATION COMMERCE shall pay an amount not to exceed.the amount shown on the Grant Face Sheet for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. Grantee's compensation for services rendered shall be in accordance with Attachment B — Budget. Up to 15 percent of reimbursed costs over the course of each grant period may be used for administration. This limit must be reconciled before the end of the grant period. 4. ELIGIBLE USE OF RIDS, Funding awarded under this Grant may only be used for eligible activities and expenses described in Attachment A — Scope of Work. 5. PROHIBITIONS Grantee shall not require people to participate in a religious service as a condition of receiving program assistance. 2 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS S. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee or Subgrantee /subcontractor, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation, non - renewal or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantee /subcontractor provide adequate insurance coverage for the activities arising out of su bg ra nts/su bco nt racts . Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the Grantee or its Subgrantee/subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Local Government Grantees that Participate in a Self - insurance Program Self- Insured/Liability Pool or Self- Insured Risk Management Program — With prior approval from COMMERCE, the Grantee may provide the coverage above under a self- insured /liability pool or self - insured risk management program. In order to obtain permission from COMMERCE, the Grantee shall provide: (1) a description of its self- insurance program, and (2) a certificate and /or letter of coverage that outlines coverage limits and deductibles. All self- insured risk management programs or self - insured /liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Grantee's participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, Its agents, and employees need not be named as additional insured under a self- insured property /liability pool, if the pool is prohibited from naming third parties as additional insured. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self - insurance, evidencing continued coverage under Grantee's self - insured/liability pool or self- insured risk management program. Such annual summary of coverage and letter of self - insurance will be provided on the anniversary of the start date of this Agreement. 7. WASHINGTON STATE QUALITY AWARD Washington State RCW 43.185C.210 (5) (a). Beginning in 2011, each eligible organization receiving over five hundred thousand dollars during the previous calendar year from sources including: (a) State housing- related funding sources; (b) the affordable housing for all surcharge in RCW 36.22.178; (c) the home security fund surcharges in RCW 36.22.179 and 36.22.1791; and (d) any other surcharge imposed under chapter 36.22 or 43.185C RCW to fund homelessness programs or other 3 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS housing programs, shall apply to the Washington State quality award program for an independent assessment of its quality management, accountability, and performance system, once every three years. Cities and counties are exempt from these requirements until 2018 unless they are receiving more than $3.5 million annually from the sources cited above. [See 43.1850.210 (5) (a) and RCW43.185C.240(1)(b).) For more information about WSQA visit their website at www.wsqa.net. 8. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order. • Applicable federal and state of Washington statutes and regulations • Grant Face Sheet • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget 4 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and /or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce. C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated by reference. E -mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of govemmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subgrantee /subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee /subcontractor" refers to any tier. H. "Subrecipient" shall mean a non - federal entity that expends federal awards received from a pass - through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or COMMERCE. 1. "Vendor' is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee- for -service or per -unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Grantee's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6. AMERICANS WITH DISABtUTiES ACT (ADA) OF 1990. PUBLIC LAW 101 -336, also ref rred to as the "ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs. 9. AUDIT A. General Raoul rift. Grantee's are to procure audit services based on the following guidelines. The Grantee shall maintain its records and accounts so as to facilitate audits and shall ensure that Subgrantees also maintain auditable records. The Grantee is responsible for any audit exceptions incurred by its own organization or that of its Subgrantees_ COMMERCE reserves the right to recover from the Grantee all disallowed costs resulting from the audit. Responses to any unresolved findings and disallowed or questioned costs shall be included with the audit report. The Grantee must respond to COMMERCE requests for information or corrective action concerning audit issues within thirty (30) days of the date of request B. State Funds Requirement; In the event an audit is required, if the Grantee is a state or local govemment entity, the Office of the State Auditor shall conduct the audit. Audits of non -profit organizations are to be conducted by a certified public accountant selected by the Grantee. The Grantee shall include the above audit requirements in any subgrants. In any case, the Grantee's records must be available for review by COMMERCE. C. Documentation Requirement* The Grantee must send a copy of any audit report no later than nine (9) months after the end of the Grantee's fiscal year(s) by sending a scanned copy to eudi%reviewwcommerce wa4;ov, or a hard copy to: Department of Commerce 'ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504 -2525 In addition to sending a copy of the audit, when applicable, the Grantee must include: • Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. • Copy of the Management Letter and Management Decision Letter, where applicable. GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS If the Contractor is required to obtain a Single Audit consistent with Circular A -133 requirements, a copy must be provided to Commerce; no other report is required. 10. CONFIDENTIALITY /SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidentiar by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not li nited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately retum to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 11. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the Grantee terminate thls Grant if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the Grantee in the procurement of, or performance under this Grant. In the event this 'Grant is terminated as provided 'above, COMMERCE shall be entitled to pursue the same remedies against the Grantee as it could pursue in the event of a breach of the Grant by the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Grant. 12. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title,, and interest 7 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership' includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that Incorporate pre- existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials fumished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 13. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Contract number; and • be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi - judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 14. DUPLICATE PAYMENT COMMERCE shall not pay the Grantee, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 15. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 8 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 16. INDEMNIFICATION, To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim' as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys, fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agencts, employees, representatives, or any subgrantee /subcontractor or its employees. The Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform the Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 17. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Grant. The Contractor and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Contractor. 18. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L &I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Grantee. 19. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local and state and federal governments, as now or hereafter amended including, but not limited to: Washington State Laws and Regulations A. Affirmative action, RCW 41.06.020 (1). B. Boards of directors or officers of non - profit corporations — Liability - Limitations, RCW 4.24.264. C. Disclosure- campaign finances- lobbying, Chapter 42.17 RCW. D. Discrimination -human rights commission, Chapter 49.60 RCW. E. Ethics in public service, Chapter 42.52 RCW. F. Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326 -02 WAC. G. Open public meetings act, Chapter 42.30 RCW. 9 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS H. Public records act, Chapter 42.56 RCW. I. State budgeting, accounting, and reporting system, Chapter 43.88 RCW. 20. I..ICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 21. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by, writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 22. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Contractor shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Contractor's non- compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further Grants with COMMERCE. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes' procedure set forth herein. 23. POLITICAL ACTIVITIES Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 -1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 24. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 25. RECAPTURE In the event that the Grantee faits to perform this Grant in accordance with state laws, federal laws, and /or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 26. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. The Grantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by 10 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 29. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 30. SEVERABILITY The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Grant. 31. SITE SECURITY, White on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 32. SUBGRANTING /SUBCONTRACTING ... ............................... The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 11 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Grant A termination shall be deemed a "Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 37. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Grantee shall: 1. Stop work under the Grant on the date, and to the extent specified, In the notice; 12 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 2. Place no further orders or subgrants /subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; 3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Grantee under the orders and subgrants /subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants/su bcontracts; 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; 6. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and 7. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property fumished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this Grant, shall pass to and vest in COMMERCE upon (1) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE fumished to the Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Grantee to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the Grantee under this clause shall also include Grantee's employees, agents or Su bg ra ntees/S u bco nt racto rs 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 13 Attachment A Scope of Work Grantee shall commit to operating a low barrier day shelter for people experiencing homelessness which provides access to essential living services (showers, laundry, food, essential supplies) and housing stability services. Allowable Expenses: Administration (Up to 15 percent of reimbursed costs over the course of the grant period may be used for administration. This limit must be reconciled before the end of the grant period): ✓ Executive director /accounting/human resources /IT salaries, benefits ✓ Office supplies and equipment (up to $1,000 per grant period unless approved in advance by Commerce) associated with these positions ✓ General organization insurance ✓ Organization wide audits ✓ Board expenses ✓ Organization -wide membership fees and dues ✓ Washington State Quality Award (WSQA) expenses Program Operations; ✓ Salaries/benefits for program staff ✓ Housing Stability Services: This includes services or activities designed to assist people experiencing homelessness in locating, obtaining, and retaining housing. 1 Essential Supplies for distribution to people experiencing homelessness: Personal health and hygiene items, equipment necessary for living outside (i.e. tent, sleeping bag, batteries), clothing and food (this list is not all inclusive). ✓ Bus passes ✓ Automobile fuel vouchers. Grantees need to ensure that the vouchers cannot be exchanged for cash and they should be in limited/reasonable quantities. Facility Costs: ✓ Lease or rent payment on a building used to provide day shelter services ✓ Utilities (gas /propane, phone, electric, intemet, water and sewer, garbage removal) ✓ Maintenance (janitorial/cleaning supplies, pest control, fire safety, materials and contract or staff maintenance salaries and benefits associated with providing the maintenance, mileage for maintenance staff). ✓ Essential facility equipment and supplies (e.g. common -use toiletries, food served on site to people experiencing homelessness, towels, microwave, etc.) ✓ Facility specific insurance (mortgage insurance is not allowable) and accounting. Ir xoenses: 1E Replacement or operating reserves. IN Debt service. IR Construction or rehabilitation of the facility I Mortgage payment for the facility. B Cable television service. II Retailer or merchant gift cards, vouchers, or certificates. 14 Attachment B Budget State Fiscal Year (SFY) funds must be spent in each separate grant period. Unspent funds from SFY 2016 do not carry forward to SFY 2017. SFY 2016 February 1, 2016 - June 30, 2016 Grant Amount Administration $5,000 Program Operations $6,000 Facility Costs B. Subtotal $39,000 A. Subtotal $ 50,000 SFY 2017 July 1, 2016 - June 30, 2017 Grant Amount Administration $5,000 Program Operations $45,000' Facilit Costs B. Subtotal $0 $ 50,000 C. Grant Total $100,000' 15 16 CITY OF Federal Way EXHIBIT E CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway. com FEDERAL WAY DAY CENTER PILOT PROJECT MODEL OF SERVICE HUMAN SERVICES AGREEMENT - 17- 1/2015 Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Proposed Federal Way Day Center Pilot Project The Federal Way Day Center (the Center) will provide the opportunity to meet basic human needs and engage people who would otherwise be on the streets during the day. Guests will have access to a meal and a place to get out of the elements. Catholic Community Services (CCS), assisted by community volunteers, will operate the Center. Purpose The goal is to provide an interim Center, including shower, laundry, a Post Office Box, computers and basic eating facilities, so homeless men and women in FW have a place to clean up, receive mail, obtain some counseling and socialize. Initially the shelter will be open four to five hours per day, five days per week. The shelter will help make a positive impact on the Federal Way Community, in short term relief, long -term assistance and empowerment. CCS staff, in partnership with onsite and referral service providers, will connect guests to resources that can improve their physical and mental health and assist with regaining stable housing. Staff will work with area service providers, local police, faith communities and medical providers to raise awareness of the Center as a valuable daytime resource for homeless adults. Anticipated Outcomes for King County and the City of Federal Way Program Outcomes: • Improved physical /behavioral health. 30% of clients will have improved access to medical and behavioral health resources as measured by connections to community providers. • 90% of clients served in a year will receive hygiene services including showers and /or laundry as measured by CCS staff. • 70% of clients served in a year will receive referrals to community providers such as healthcare, mental health treatment services and employment /job training as measured by CCS staff. • 10 (10 %) of clients who were living on the street will be successfully connected to emergency shelter /transitional housing as measured by CCS staff. • 10 (10 %) of clients that were homeless will obtain permanent housing as measured by CCS staff. Proposed Community Impact Goals: • Improved Law Enforcement and emergency personnel resource availability as evidenced by the number of referrals to the Center from emergency personnel. • Improved neighborhood environment through at least twice a year cleanup events around the Shelter and adjacent neighborhood. 11Patcc Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Core Components: • A welcoming community with low- barrier access to services. • The ability to meet hygiene and nutrition needs. • Access to onsite service providers. • Referrals to offsite service providers that can help clients with chemical dependency, mental health and employment /training services. Who Will Be Served? • All homeless adults in the community. o We anticipate helping 100 unduplicated individuals over the course of a year. • Guests will include: o Medically at -risk individuals. o Individuals struggling with mental illness and /or chemical dependency. o Offenders from the Washington State Department of Corrections. o Veterans. Number Served: • 25 — 30 individuals per day. • 125 —150 individuals per week. • CCS staff will track the number of unduplicated individuals served during the course of a year, as well as the daily number of visits, meals served, and showers & laundry services provided. • Services Provided: • Bathrooms and showers. • Washers and dryers. • A basic kitchen to warm food and serve simple meals, prepared by volunteers. • Computer(s) to fill out job applications and access other services. • Mailbox to receive U.S. Mail. • Telephone(s). • Referral services for mental health treatment, substance abuse treatment, medical care, job training, housing, veteran services, and other social services. • A warm, safe place for individuals to rest. 21 i g e Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Proposed Improvements • Upgrade the existing bathroom to ADA standards including a shower, and install a second ADA bathroom with a shower, sink, and toilet, with all required electrical, plumbing, vents, drains and hot water supply to serve them. • Install a kitchen sink, cabinets and counter with all required electrical, plumbing, vents, drains and hot water supply to serve them. • Install a new ADA exit door with concrete walk to front of building and modify existing entrance to ADA standards if necessary. • Install /build two new offices and a storage closet. • Install washer and dryer hookups with all required electrical, plumbing, vents, drains and hot water supply to serve the premises. • Match existing floor coverings in current office, and carpet where agreed to by both parties. • Repaint the premises with one color as mutually agreed to. • Modify HVAC system to provide customary heating and cooling of premises. These improvements are estimated to cost about $50,000 based on an estimate from the Landlord. (See page 4.) Budget: • Building Improvements • Equipment • 1st year of operations • 2nd year of operations (+ 2.31 %) Two year total $ 54,750 25,130 156,164 159, 770 $395,813 Note: See improvements, equipment and operating budgets on pages 4, 5 and 6. Wage Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Facility Improvements and estimated Cost did-i b5t. 33SU513at Plate s Federal way, WA 98003 Items Description including labor ffi mafenai 1 rcware /Mist Suppl'se 2,500.00 oils„ screws, and al Framer per plan 3,500.00 Fra 10 Framing Material 2,500 00 Per P Underground Plumbing rough In 3,800.00 Saw Cut trader ground p1 13 14 Plurnt rg resugln 3,SOO 00 Pugh §n tar the bath roc PI inR trim dot 1 „rl.0d sink, tailet, and all face VAC or Heat c 7 Ext 4, .XIO Cut watt door on the South of the b 0 21 Electncaf Roungin 22 Electrical Trim out 2 lnwIaiion 24 Wall Boattl w /labor 2 M Interior Paint , with 4, AO 2 2 2 ln • °•orsr 29 MNiwor 30 Ali t^abi 31 32 33 3d Grante Counter 35 36 ti hts fixtures 37 rrarsJShawet 38 39 Exterior Siab, Ck 40 deanlna 41 42 43 tt.r Commercial 1 .00 e our Kitt .00 Blass shower at master onh/ 8 ali mirror n as,,OU,UU rum Keybetttre lax. Wage Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Facility Equipment Item Qty. Est. Cost Kitchen Items Small residential cooktop 1 $ 1,000 Dishwasher 1 1,000 Refrigerator- 29 cu. ft. w /ice maker& 1 3,000 lower freezer compartment Freezaer - Upright, 21 cu. ft. 1 850 Microwave oven 2 350 Coffee maker (attachable to H2O supply 2 150 Pots & pans - basic set + basic 1 300 kitchen ware Sub Total $ 6,650 Other Washer & dryer - commercvial grade - 2 ea. 4 9,000 Lockable Mail Boxes TBD TBD Internet connection & s/u 1 150 Computers for clients 2 1,400 Computer workstations for staff 2 2,000 Printer- print, copy, scan &fax 1 250 Chairs, desks, tables, etc. Various 3,500 Sub Total $ 16,300 Total Est. Equipment Cost $ 22,950 Sales Tax @ 9.50% 2,180 Total estimated cost with sales tax $ 25,130 Wage Federal Way Day Shelter Pilot Project Model of Service and Measuring Outcomes Annual Operating Budget CCS Interim Shelter Budget Expenses Including Lease Personnel Annual Operating Expenses Salaries /Wages 58,450 Benefits 16,064 Subtotal, Personnel 74,514 Operating, Supplies, and Other Direct aid to client 1 2,000 Equipment /supplies 1 9,000 Insurance 1,000 Postage /shipping 500 Printing/advertising 250 Rent 33,600 Utilities 6,400 Repair and maintenance 5,000 Telecommunications 2,000 Travel and training 500 Food 5,000 Accounting/Indirect admin. 14,000 Subtotal, Operating/Supplies/Other TOTAL EXPENSES 79,250 Personnel 74,514 Operating /Supplies /Other 79,250 TOTAL 153,764 Note: The landlord has provided a $150 /mos. credit toward utilities or $1,800 /yr. Note: Revised lease is $36,000 /year and the utilities credit is $200 /month. Wage CITY OF Federal Way EXHIBIT F REPORTING DOCUMENTS 1. Reimbursement Request 2. Service Unit Report 3. Demographic Data Report 4. Annual Outcome Data Report HUMAN SERVICES AGREEMENT CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com - 18 - 1/2015