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AG 17-106I RETURN 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 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2651 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SUSTAINABLE ALLIANCES FOR AFRICAN REFUGEES AND IMMIGRANTS 6. NAME OF CONTRACTOR: _MOTHER AFRICA ADDRESS: 1209 CENTRAL AVENUE S, SUITE 208, KENT, WA 98032 E -MAIL: RISHOAMOTHERAFRICA.ORG SIGNATURE NAME: RISHO SAPANO TELEPHONE 053) 249 -8811 FAX: TITLE EXECUTIVE DIRECTOR 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE x ALL OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2017 COMPLETION DATE: 12/31/2018 9. TOTAL COMPENSATION $4000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ NO IF YES, $ REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ 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 OF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT fGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: COMMITTEE APPROVAL DATE: DATE SENT: INSURANCE CERTIF INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 01/Zvj-�- DATE REC'D. TE, LICENSES, EXHIBITS INITIAL / DATE IG D 't fig 411W4hI • AG DATE SENT: are_ ao/7- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com HUMAN SERVICES AGREEMENT FOR SUSTAINABLE ALLIANCES FOR AFRICAN REFUGEES & IMMIGRANTS (SAFARI) This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Mother Africa, 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: MOTHER AFRICA: Risho Sapano 1209 Central Avenue S, Suite 208 Kent, WA 98032 (253) 249 -8811 (telephone) risho@motherafrica.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 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.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 CITY OF 44§1■,.. 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 cityoffedera/way corn 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 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 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 FEDERAL WAY: DATE: d 60-15. /.7 MOTHER AFRICA: By: Printed Name: cRV5%iO r Title: E E'_ C Vim- C. Y e-e DATE: 5 t 2.Z I STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: lerk, Stephanie C ey, CMC APPROVED AS TO FORM: City Attorney, J. Ryan Call On this day personally appeared before me ice► 5 i V Set a n o , to me known to be the txe c t. --t' cfOr of r 14 FI' + C that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 2.3 r� day of Pa` //T 7 , 20 / 7 signature printed name (4 /Q Uri rat- Notary Public in and for the State of Washington. S w� My commission expires 7 J 9 )ZCZc> AIv AAAA+MI .n* Creirw 6d D 9A9A HUMAN SERVICES AGREEMENT - 6 - 4/2015 Federal Way EXHIBIT A SERVICES Project Summary CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com The Agency shall provide case management and resource referrals 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 0 1. Case Management Hours 2 10 3 10 2 7 No. of unduplicated Federal Way persons assisted in 2018 12 3 6 2 2018 3 2 10 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 Hours 0 10 10 10 30 2. Outreach 8 12 6 6 32 2018 1. Case Management Hours 10 10 10 10 40 2. Outreach 5 5 5 5 20 HUMAN SERVICES AGREEMENT - 1 HSA Exh 1/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com C. Definition of Services 1. Case Management Hours: Case management is defined as providing culturally /linguistically appropriate systems navigation and coordination of services for African families residing in Federal Way. It includes assessment, planning, facilitation, advocacy, access to basic needs, and connection to appropriate services for successful integration. This service is measured per hour under this agreement. 2. Outreach: Outreach is defined as promoting the program; each service unit is one outreach event. D. Performance Measure(s) Outcome(s) to be reported: 1. Services accessed: culturally meaningful access and successfully use services. 2. Program participants will establish connection with at least 1 -2 new service delivery providers to meet their needs. 3. Tracking number of referrals made, type of referrals made, and resources requested by program participants that are not available. 4. Qualitative data measuring the impact of case management intervention into program participant's livelihood in Federal Way. Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. 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 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 2017 Income Limits Summary Median Income King County FY 2017 Income Limit Category 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons $96,000 Extremely Low (30 %) Income Limits $20,200 $23,050 $25,950 $28,800 $31,150 $33,450 $37,140 $41,320 Very Low (50 %) Income Limits $33,600 $38,400 $43,200 $48,000 $51,850 $55,700 $59,550 $63,400 Low (80 %) Income Limits $50,400 $57,600 $64,800 $72,000 $77,800 $83,550 $89,300 $95,050 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 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 In return for the services in Exhibit A, the City shall pay the Agency an amount not to exceed Six Thousand and 00 /100 Dollars ($6,000.00) to be used for reimbursement and applied to the project in accordance with the Line Item Budget Summary below. A. City of Federal Way Funds 2017 2018 City of Federal Way General Fund: $3,000.00 $3,000.00 Total City of Federal Way Funds: $3,000.00 $3,000.00 B. Line Item Budget 2017 2018 Personnel Services (detail below) $3,000.00 $3,000.00 Office or Operating Supplies $8,320.00 $2,080.00 Rent & Utilities 0.1 FTE $6,240.00 Communications Travel and Training Other (specify): Client Travel Administration (Overhead) Total City of Federal Way Funds: $3,000.00 $3,000.00 C. Personnel Detail Position Title Position Full Time Equivalent Annual Salary and Benefits HS Funds Outreach Coordinator 0.25 FTE $8,320.00 $2,080.00 Program Manager 0.1 FTE $6,240.00 $920.00 Total: $14,560.00 $3,000.00 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. 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. HUMAN SERVICES AGREEMENT - 4 - HSA Exh 1/2017 44b.., Federal Way Estimated Quarterly Payments: 2017 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 2018 1St Qtr 2nd Qtr 3rd Qtr 4th Qtr $300.00 $900.00 $900.00 $900.00 $750.00 $750.00 $750.00 $750.00 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 3/15/2017 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 Arthur J. Gallagher Risk Management Services, Inc. 777 108th Ave NE, #200 Bellevue WA 98004 INSURED Mother Africa PO Box 754 Renton WA 98057 NAME: Arthur J Gallagher & Co. PHONE 425 - 454 -3386 AICO No Ext) E -MAIL ADDRESS: FAX . N01: 425 - 451 -3716 (p/G INSURERS) AFFORDING COVERAGE NAIL N INSURER A :Philadelphia Indemnity Insurance Co 18058 MOTHAFR -01 INSURER B: INSURER C: INSURER D: INSURER E : INSURER F : •629258752 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP IDD/YVY (MM Y) LIMITS A X COMMERCIAL GENERAL LIABILITY PHPK1505536 7/15/2016 7/15/2017 EACH OCCURRENCE 81,000,000 DAMAGE TO PREMISES (EaEoccurrence) 81,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) 820,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE X 'L AGGREGATE POLICY OTHER: LIMIT APPLIES PER: PRO- L_ i JECT LOC PRODUCTS - COMP/OP AGG 82,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO AUTOS�ED HIRED AUTOS — X SCHEDULED NON -OWNED AUTOS PHPK1505536 7/15/2016 7/15/2017 COMBINED SINGLE LIMIT (Ea acadent) 8 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per acadent) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENT ON $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PHPK1505536 7/15/2018 7/15/2017 PER STATUTE X OTH- ER Stop Gap E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability PHPK1505536 7/15/2016 7/15/2017 Each Prof Incident: 1,000,000 Aggregate: 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue South Federal Way WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI- GLD -HS NY (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. It is our stated intention that the various endorsements, coverage parts or policy issued to you by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim or "suit" If this endorsement and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same claim, "suit," or medical expenses, we shall not be liable under this endorsement for a greater proportion of the total Toss for that claim than this endorsement's applicable Limit of Insurance bears to the total applicable Limits of Insurance under all such endorsements, coverage parts or policies. This condition does not apply to any excess or umbrella policy issued by us specifically to apply as excess insurance over the underlying Commercial General Liability policy. Coverage Applicable Limit of Insurance Page # Extended Property Damage included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 3 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 5 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Page 1 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 9 Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES. COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract "; 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: Page 3of11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act ( HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA_ c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (NHS) arising out of "violations." Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $1,000 a day because of time off from work. J. Key and Lock Replacement — Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees ", "managers ", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. K. Additional lnsureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: Page 6 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary riot named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: g. This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 7of11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) (g) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub - paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a Toss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations 1. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: Page 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury' arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard." L. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. M. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. N. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI- GLD -HS NY (10/11) If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract_ O. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. P. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, for damages resulting from injury for which the insured is liable solely due to either disparate impact or vicarious liability. Personal and advertising injury does not mean discrimination: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 11 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company BYLAWS OF MOTHER AFRICA Originally adopted on: 0\ I LA , 2015 127591233.5 CONTENTS ARTICLE 1. OFFICES 1 ARTICLE 2. MEMBERSHIP 1 ARTICLE 3. BOARD OF DIRECTORS 1 3.1 General Powers 1 3.2 Number 1 3.3 Qualifications 1 3.4 Election of Directors 1 3.5 Term of Office 2 3.6 Annual Meeting 2 3.7 Regular Meetings 2 3.8 Special Meetings 2 3.9 Meetings by Telephone 2 3.10 Place of Meetings 2 3.11 Notice of Special Meetings 3 3.11.1 In Writing 3 3.11.2 Personal Communication 3 3.11.3 Electronic Transmission 3 3.11.4 Posting Electronic Notice 3 3.12 Waiver of Notice 4 3.12.1 Record 4 3.12.2 By Attendance 4 3.13 Quorum 4 3.14 Manner of Acting 4 3.15 Extraordinary Actions 4 127591233.5 3.16 Presumption of Assent 5 3.17 Action by Board Without a Meeting 5 3.18 Resignation 5 3.19 Removal 5 3.20 Vacancies 5 3.22 Compensation 6 ARTICLE 4. OFFICERS 6 4.1 Number and Qualifications 6 4.2 Election and Term of Office 6 4.3 Resignation 6 4.4 Removal 7 4.5 Vacancies 7 4.6 President 7 4.7 Vice President 7 4.8 Secretary 7 4.9 Treasurer 8 4.10 Salaries 8 ARTICLE 5. STANDARD OF CONDUCT FOR OFFICERS AND DIRECTORS 8 ARTICLE 6. EXECUTIVE DIRECTOR 9 ARTICLE 7. ADVISORY BOARD 9 ARTICLE 8. ADMINISTRATIVE AND FINANCIAL PROVISIONS 9 8.1 Loans 9 8.2 Loans or Extensions of Credit to Officers and Directors 9 10/8/15 127591233.5 ARTICLE 6. EXECUTIVE DIRECTOR The corporation may employ an Executive Director who shall be appointed, employed, and discharged by the Board. If employed, the Executive Director shall manage the affairs of the corporation according to the policies, principles, practices and budget authorized by the Board, and shall be responsible for management of personnel, finances and programs. If employed, the Executive Director shall be responsible for staff management including hiring, training, disciplinary action, and discharge. If employed, the Executive Director shall serve as an ex- officio, non- voting member of the Board. For the purpose of determining the number of Directors serving the corporation, the Executive Director shall not be considered a member of the Board. ARTICLE 7. ADVISORY BOARD The Board of Directors may appoint an Advisory Board of two or more persons to provide advice and assistance to the Board. Members of the Advisory Board may be invited to meetings of the Board, but shall not be entitled to vote or exercise other powers of a director of the corporation; provided, however, to the extent permitted by law, members of the Advisory Board shall be entitled to the same limitations on liability and rights to indemnification as directors of the corporation. The Board of Directors may determine by separate resolution the operational rules which shall govern the Advisory Board. Advisory Board members may be removed at any time, with or without cause, by the Board. ARTICLE 8. ADMINISTRATIVE AND FINANCIAL PROVISIONS 8.1 Loans No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 8.2 Loans or Extensions of Credit to Officers and Directors No loans shall be made and no credit shall be extended by the corporation to its officers or Directors. -9- 127591233.5 January 12th Board Meeting Date: January 12th 2017 Time: 6pm -9pm Location: MA Headquarters Present: Risho, Colleen, Fatima, Duku, Christine and guest Faten Rashid Absent: Kate Handouts: Agenda Items, ED Contract Renewal Proposal, PM and R &D Contract Renewal Proposal, 2017 Budget Proposal Meeting started: 6:30pm Agenda items: 1. Checking in a. Welcoming Faten Rashid 2. Voting new on new board candidates a. Faten Rashid has applied and been interviewed by Christine and Colleen. She has been recommended to the board. No further questions from board members. M /S /C 3. Financial Reports a. We have officially concluded business with Angels for Angels (December board vote) and are now actively looking for a new CPA. One candidate has been interviewed so far, and two more will follow b. 2017 Budget Proposed and reviewed by the board M /S /C 4. Staff Contract Renewals a. The Executive Director Contract for Risho Sapano is due for renewal. Board reviewed the proposed extension (RS not present for discussion). The contract has been extended from January 1 2017 - December 312017 at the same pay rate of $38 /hour, and hours dependent on the budget. M /C /S b. The Program Manager and Fundraising Director contracts for Colleen Fulp are due for renewal. Board reviewed the proposed extension (CF not present for discussion). The contract has been extended from January 1 2017-December 312017 at the same pay rate of $30 /hour, and hours dependent on the budget. M /C /S 5. Board Officer Positions a. All Officer positions are up for renewal. Candidates have been nominated, discussion and voting took place. The results are: i. Board President- Fatima Mohammed ii. Board Vice President- Duku Pitia iii. Board Secretary- Christine Arhu iv. Board Treasurer- Kate Kaniru b. These positions are for the 2017 term of January 12017 to December 312017. January 12th Board Meeting 6. Program and Grant Updates a. Neighbor to Neighbor has funded us with another small grant of $10k. These funds will support capacity building, specifically staff hours for the ED and PM b. We were awarded the Best Starts for Kids Youth and Family Homelessness Prevention Initiative grant!! These funds are $150k for 3 years, with potential of expansion. We will be hiring our first full time case manager under this project. c. We have received $15k from the Many Minds Project to run a Mental Health Forum in the first quarter of this year. We are planning this for March, stay tuned 7. General Updates Meeting adjourned at 9:15pm