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AG 17-084IRETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD /CS 2. ORIGINATING STAFF PERSON: _SARAH BRIDGEFORD EXT: 2651 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER .G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: _FAMILY SERVICES PROGRAM 6. NAME OF CONTRACTOR: _BIRTH TO THREE DEVELOPMENT CENTER ADDRESS: E -MAIL: SIGNATURE NAME: TELEPHONE FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: x SCOPE, WORK OR SERVICES X COMPENSATION x INSURANCE REQUIREMENTS /CERTIFICATE x ALL OTHER REFERENCED EXHIBITS X PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2017 COMPLETION DATE: 12/31/2018 9. TOTAL COMPENSATION $_38,000.00 (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, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001 - 7300 - 083 - 562 -10 -410 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) / DATE REV W .- D INITIAL / DATE APPROVED %/4W L , lb COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 'xi SENT TO VENDOR/CONTRACTOR DATE SENT: —3/I /Gi0/ DATE REC'D: 5// � fl ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT L NATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: Vecleral Way HUMAN SERVICES AGREEMENT FOR FAMILY SERVICES PROGRAM CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwv cityoffederalway com This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Birth to Three Development Center, a Washington nonprofit corporation ( "Agency "). The City and Agency (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: BIRTH TO THREE DEVELOPMENT CENTER: Maryanne Barnes P.O. Box 24269 Federal Way, WA 98093 (253) 874 -5445 (telephone) mbarnes@birthtothree.org The Parties agree as follows: CITY OF FEDERAL WAY: Sarah Bridgeford 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) Sarah.Bridgeford@cityoffederalway.com 1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2017 and terminating on December 31, 2018 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve the Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. HUMAN SERVICES AGREEMENT 1 4/2015 CITY OF .� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 4.2 Method of Payment. On a quarterly basis, the Agency shall submit to the City an invoice for payment on a form provided by the City 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 Human Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10 %) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City' s sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City' s inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency' s indemnification shall not be limited in any way by any limitation on the amount of damages, 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. HUMAN SERVICES AGREEMENT 2 - 4/2015 444,- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney' s fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency' s insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City' s request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency' s insurance policies are "claims made," Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available 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. HUMAN SERVICES AGREEMENT 3 4/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 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 CONTRACTOR. The Parties intend that the Agency shall be an independent contractor and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency' s own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency' s performance. 12. 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. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- HUMAN SERVICES AGREEMENT - 4 - 4/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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. 13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the 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 courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney' s fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] HUMAN SERVICES AGREEMENT 5 4/2015 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 FEDERAL WAY: ATTEST: ,A d 41A1 /IL Jim Fe ► Ma or S eph. nie Courtney, CMC, 4ty Clerk DATE: BIRTH TO THREE DEVELOPMENT CENTER: By ACiAU l A k -- 61A �- Printed Name AIrl/ l 'era k kaq Title: x.0 a,C.tt V Ye DATE: 3"3 7- STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) APPROVED AS TO FORM: etA J. Ryan Call, City Attorney On this , day personall appeared before e r .. �, roe r , to me known to be the t0 1(' r• of 6144A --0 ( I e v I 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. fi GIVEN my hand and official seal this 3! 5Tday of A0 re1 , 201_7 Notary's signature t41 Notary's printed name Notary Public in •. d for the S ate of Washington. My commission expires // 27 /� HUMAN SERVICES AGREEMENT - 6 4/2015 Vecleral Way EXHIBIT A SERVICES Project Summary CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway com The Agency shall provide family services designed to educate and support parents and /or caregivers of infants and toddlers with special needs in the City of Federal Way. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents with Human Services funds: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1st Quarter JAN. — MARCH 2nd Quarter APRIL — JUNE 2nd Quarter APRIL — JUNE 4th Quarter OCT. — DEC. 3rd Quarter JULY — SEPT. 4th Quarter OCT.- DEC. Total No. of unduplicated Federal Way persons assisted in 2017 10 10 10 10 10 40 No. of unduplicated Federal Way persons assisted in 2018 2. Early Learning 10 10 10 10 40 10 40 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: HUMAN SERVICES AGREEMENT 1 HSA Exh 1/2017 1st Quarter JAN. — MARCH 2nd Quarter APRIL — JUNE 3rd Quarter JULY — SEPT. 4th Quarter OCT. — DEC. Total 2017 1. Case Management 10 10 10 10 40 2. Early Learning 10 10 10 10 40 2018 1. Case Management 10 10 10 10 40 2. Early Learning 10 10 10 10 40 HUMAN SERVICES AGREEMENT 1 HSA Exh 1/2017 Pecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com C. Definition of Services 1. Case Management: Family Resource Coordination will be measured by the number of individualized Family Services Plans that are completed each reporting period. 2. Early Learning: Early Learning will be measured by the number of children entering early intervention services. D. Performance Measure(s) Outcome(s) to be reported: 1. Family participation in the development of individualized Family Services Plans. 2. Improved ability to meet developmental milestones. Children will make progress on their developmental outcomes on their Individualized Family Services Plans. Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting the Agency's Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include, but are not limited to: • for personnel costs, payroll for actual salary and fringe benefit costs. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b) purpose of trip; and • for copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. HUMAN SERVICES AGREEMENT 2 HSA Exh 1/2017 QTY OF ti Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines which will be provided by the City. King County FY 2016 Income Limits 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 $24,400 $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 Reports and Reporting Schedule The Agency shall collect and report client information to the City quarterly and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. Public Information In all news releases and other public notices related to projects funded under this Agreement, the Agency will include information identifying the source of funds as the City of Federal Way Human Services General Fund Program. HUMAN SERVICES AGREEMENT 3 HSA Exh 1/2017 Peiieral Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crryoffederalway. 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 Thirty -Eight Thousand and 00 /100 Dollars ($38,000.00). A. City of Federal Way Funds 2017 2018 City of Federal Way General Fund: $19,000.00 $19,000.00 Total City of Federal Way Funds: $19,000.00 $19,000.00 B. Line Item Budget 2017 2018 Personnel Services (detail below) $19,000.00 $19,000.00 Office or Operating Supplies $ $ Rent & Utilities $ $ Communications $ $ Travel and Training $ $ Other (specify): $ $ Client Travel $ $ Administration (Overhead) $ $ Total City of Federal Way Funds: $19,000.00 $19,000.00 C. Personnel Detail Position Title Position Full Time Equivalent Annual Salary and Benefits HS Funds Family Resources Coordinator 2.0 $123,282.00 $19,000.00 Total: $123,282.00 $19,000.00 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 1st Quarter: April 15 or within 10 days of notice to proceed, whichever is later; 2nd Quarter: July 15; 3rd Quarter: October 15; and 4th Quarter: Final Reimbursement Request and Service Unit Report forms due January 8; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15. HUMAN SERVICES AGREEMENT - 4 HSA Exh 1/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Quarterly Payments: 2017 1st Qtr $4,750.00 2nd Qtr $4,750.00 3rd Qtr $4,750.00 4th Qtr $4,750.00 2018 1St Qtr $4,750.00 2nd Qtr $4,750.00 3rd Qtr $4,750.00 4th Qtr $4,750.00 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 the specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. HUMAN SERVICES AGREEMENT 5 HSA Exh 1/2017 ACORD® �� CERT ,GATE OF LIABILITY INSUR. ICE DATE (MMIDD/YYYY) 9/9/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bell Anderson Agency, Inc. 600 SW 39th St, Suite 200 Renton WA 98057 CONTACT Kim Johanson NAME: (aC NE (425) (425) 291 -5200 FAX No): (425)291 -5100 E -MAIL ADDRESS: kim @bell- anderson.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Philadelnhia Indemnity Insurance INSURED Birth To Three Development Center P. 0. Box 24269 Federal Way WA 98093 INSURER B : 9/17/2016 INSURERC: EACH OCCURRENCE INSURERD: DAMAGE RENTED PREMSESO (Ea occurrence) INSURER E : INSURERF: CLAIMS -MADE COVERAGES CERTIFICATE NUMBER:CL169918418 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MM /DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY PHPK1549414 9/17/2016 9/17/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED PREMSESO (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MEDEXP(Anyoneperson $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO - JECT PER: LOC PRODUCTS $ 3,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS NON -OWNED AUTOS PHPK1549414 9/17/2016 9/17/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB555959 9/17/2016 9/17/2017 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED X RETENTION$ 10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PHPK1549414 WA Stop Gap 9/17/2016 9/17/2017 PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 3 r 000, GOO I A Professional Liability PHPK1549414 9/17/2016 9/17/2017 Each Occurrence $1,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is additional insured for general liability, but only if required by written contract or written agreement per the attached endorsement #CG2026 0413. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE James Hunt /LKM ACORD 25 (2014/01) INS025 (201401) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as a n additional insured the person(s) or organization(s) shown in the Sche dole, but only with respect to liability for "bodily inju ry ", "prope rty damage" or "personal and advertising injury" caused, in whole or in part, by your act s or om issions or the acts or omissions of those acting on your behalf: 1. In the performance of yo ur ongoi ng operations; or 2. In connection with your premise s owned by or rented to you. However: 1. The insuran ce afforded to such additional insured only applies to th e extent permitted by law; and 2. If coverage provided to th e additional insured is required by a contra ct or agree ment, the insurance aff orded to su ch ad ditional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional in sureds, the following is added to Section 111 — Limits Of Insurance: If coverage provide d to the additional insure d i s required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available un der the ap plicable Limi is of Insurance shown in the De clarations; whichever is less. This end orsement shall not incre ase the applicable Li mits of Insuran ce sho wn in the Declaration. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Meeting of the Board of Directors Birth to Three Developmental Center Children's Services Building Date: April 25, 2017 Board Members Present: Vanessa Stanley, Chair Darlene LeMaster, Secretary Doug Loates Betty Griffin Staff Present: Maryanne Barnes, Executive Director Board Members Absent: Christy Gagnier, Karen Baughman, Anne Pettinger and Jennie Hendrie Meeting Called to Order: 6:10 pm by Vanessa Stanley, Chair Quorum: 67% Consent Agenda: Meeting minutes from the February 28, 2017 Board of Director's meeting were accepted as amended. M /S /P It was also noted that in lieu of a business meeting, the March 21, 2017 Board meeting was a training session, facilitated by Jan Brazzel form Advancement Consulting. The focus of the training was "Maximizing Board Effectiveness ". All Board members were in attendance for this training. Finance Report: Maryanne Barnes Please refer to the Birth to Three Developmental Statement Center Revenue and Expense Report dated April 25, 2017 and the Birth to Five Early Learning Center Revenue and Expense Report dated April 11, 2017 in Board Member's Folder. • Agency (combined BT3 and BT5 Childcare) is up $74,346.18 revenue to expenses to date through March 2017. • Although the BT5 Childcare Center (by itself) continues to be down $54,753.12 revenue to expenses to date through March 2017, there are some positive items to note. Revenue has increased from DSHS as BT5 is receiving an increased rate due to our Level II provider status from Early Achievers. Another huge factor is overtime wages. This will level itself off as more children are enrolled and more staff can come on. At this time, current staff must continue to meet mandated ratios as well as staff the facility during all hours of operation. Board of Director's Meeting April 25, 2017 • 15 children are currently enrolled at the BT5 Learning Center. Families are calling and /or touring daily. Staff is optimistic that enrollment will continue at least one child per week. • Maryanne is still waiting to hear from the landlord regarding the $32K tenant improvements reimbursement the BT5 Learning Center was promised. Executive Director Report: Maryanne Barnes No formal report was distributed. Maryanne focused her verbal report on the Birth to Five Leaning Center and what has been going on there. • Lost two children over behavior challenges with a third kiddo. Decision made to have third child leave learning center. Child needed care that the center could not provide without the parents support and consistency. The Board supported Maryanne in her decision and overall goal /mission of caring for all children and keeping them safe. Maryanne acknowledged Sondra as doing an excellent job handling this particular kiddo. • Lots of staff turnover continues at BT5 Learning Center. Maryanne has had to be onsite often to make sure ratios are met. • A new staff person was just hired this week. • As always, there is lots going on...the learning center is still receiving lots of calls, doing lots of tours. Enrolled children and their parents seem to be very happy with the facility. • Plans for a BT5 Open House BBQ will get underway as the weather gets nicer and warmer. • Maryanne directed attention to the handout from Washington Early Achievers, page 9, "Washington's Quality Standards: An Overview. The handout shows the standards for rating childcares. There are only two "5 "'s in Washington state; both of which are Bill and Melinda Gates Foundation funded centers. The guidelines give the specific requirements of what is needed to achieve each rating level (items needed in the classroom, working with classroom staff and development of curriculum and lesson planning). • $1K grant available through Early Achievers to purchase supplies. New Business: • Formalization of Signature Authority — Maryanne In order for Maryanne to sign any legal document on behalf of Birth to Three Developmental Center and Birth to Five Learning Center, a motion needs to be made and voted on by the Board of Directors giving signature authority to Maryanne Barnes, Executive Director. Upon motion duly made, seconded, and carried, signature authority to sign any legal document on behalf of Birth to Three Developmental Center and Birth to Five Learning Center was awarded to Maryanne Barnes, Executive Director. In the future, the Board will look into adding this statement into the corporate by -laws as well as other delegation of authority. 2 Board of Director's Meeting April 25, 2017 • Give Big Doug Loates showed drafts of artwork for postcards. Board members unanimously agreed on the draft. Board members are encouraged to post and share about `Give Big' on social media between April 28 and May 10. Old Business: • Strategic Plan — Please refer to Strategic Plan handout Board members were asked to become very familiar with the strategic plan. It will be the topic of discussion at both the May Board meeting and at the Board Retreat in June. • Board Effectiveness Training- There was brief discussion and re -cap of last months training with Jan Brazzel. The group thought it laid a great foundation for the retreat. Most board members felt the common themes were finding out where we each fit in within the context of the "Board ". We also were able to see our differences and commonalities. Other: None Meeting Adjourned: Vanessa adjourned the meeting at 7:40 pm. Dates to Remember: Next Executive Board Meeting: May 16, 2017 at 6:00 PM Next Board Meeting: May 23, 2017, 6:00 PM Board of Director's Retreat: June 10, 2017, time and location tbd Respectfully submitted: Darlene LeMaster, Secretary 3