The URL can be used to link to this page

AG 19-035I RETURN TO;��!'rlq�� EXT: �G CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: ORIGINATING STAFF EXT:42&,� 3. DATE REQ. BY: ; TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ?(CONTRACT AMENDMENT(AG#):_/ ❑ INTERLOCAL ❑ OTHER PROJECT NAME: NAME OF CONTRACTOR: ADDRESS: E-MAIL: SIGNATURE NAME: TELEPHONE FAX: TITLE EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: COMPLETION DATE: TOTAL COMPENSATION $jftft 4INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE —ATTACH SCHEDUL 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: ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW I. COUNCIL APPROVAL (IF APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE INI /DATE REVIEWED? / LSC 36 Ml ,q 2-01ri 1t Jvo 24t�j INITIAL/ DATE APPROVED SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: (v 6 b 61 '�t ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL! DATE SIGNED ❑�PAI�..I..�n 1':1� T � v, Z B t IGNATORY (tiI:S'r O R OR DIRECTOR) ❑ CITY CLERK LP I ❑ ASSIGNED AG# AG# n -<Z5 - f ❑ SIGNED COPY RETURNED DATE SENT: e ug 14 Al, Ir ;OMMENTS: 1/9.55 ` eIry of CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay com AMENDMENT NO. 1 TO HUMAN SERVICES AGREEMENT FOR FUSION ENHANCED SHELTER HOUSING This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and FUSION/Friends United to Shelter the Indigent, Oppressed and Needy, a Washington nonprofit corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for FUSION Enhanced Shelter Housing ("Agreement") dated effective March 6, 2019, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 Circ of CITY HALL &4! Federal Feder 8th Avenue South Way 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: UZI DATE: FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPRESSED AND NEEDY: Printed Name: 124101-7 Title: ��eGu-�ZU`e nr'e�i7�z7>/ Date: Gb / / STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: hAuhmt�&" - cp anic Courtney, CMC I dity Clerk APPROVED A S TO FORM: ,5,;- — A K r. J. Ryan Call, City Attorney On this day personally appeared before me T)d to bv(ei 01 c�vacky to me known to be the E)c,ew�� D(IeC6< of -Fus t o n 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. MCI 5 � GIVEN my hand and official seal this 14 day of June 2019 1A G 4 a �` �— y�+R�,�,,,►.s,,,,�'�.►��►�p Notary's signature ,�� Notary's printed name Z a* 41tX s y X06 7 a- 0 fs�. �hrn Notary Public in and for the State of Washington. My commission expires 03 /6`t I? -023 AMENDMENT - 2 - 3/2017 CITY OF FederaI Way EXHIBIT B-1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffedera/way. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount reduced by Seven Thousand Four Hundred Eighty -One and 96/100 Dollars ($7,481.96). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Thirty -Two Thousand Five Hundred Eighteen and 04/100 Dollars ($32,518.04). AMENDMENT - 3 - 3/2017 RETURN TO: N 1.1, _ / _ EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: ORIGINATING STAFF EXT: E�7 - 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT I PROFESSIONAL SERVICE AGREEMENT ElMAINTENANCE AGREEMENT /❑ GOODS AND SERVICE AGREEMENT SIS HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: NAME OF CONTRACTOR:C'T� ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE EXHIBITS AND ATTACHMENTS: � SCOPE, WORK OR SERVICE COMPENSATION,0INSURANCE REQUIREMENTS/CERTIFICATE ALL OTHER REFERENCED EXHIBITS /e PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENT TERM: COMMENCEMENT DATE: �� L� 1p_ zU/ s COMPLETION DATE%� IV 7 TOTAL COMPENSATION $ O (Q . da (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABGR CAR GE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ _ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR INITIAL/ DATE REVIEWED SCHEDULED COMMITTEE DATE SCHEDULED COUNCIL DATE: DATE SENT: INITIAL/ DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAWJaEPARTMENT NATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ,OMMENTS: WnI R AG# ` " DATE SENT: (o M., 2ol CITY OF CITY HALL A* , Feder 8th Avenue South Federal Way, WA 98003-6325 Federal Way (253) 835-7000 www aryoffederalway com HUMAN SERVICES AGREEMENT FOR FUSION ENHANCED SHELTER HOUSING This Human Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and FUSION/Friends United to Shelter the Indigent, Oppressed and Needy, 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: FUSION/FRIENDS UNITED TO SHELTER THE CITY OF FEDERAL WAY: INDIGENT, OPRESSED AND NEEDY: Byron Hiller PO Box 23934 Federal Way, WA 98093 (206) 718-2715 (telephone) link. com The Parties agree as follows: 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 March 6, 2019 and terminating on June 14, 2019 ("Term"). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. 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. Additionally, the Agency shall perform in accordance with provisions of the Grant Agreement between the City and the Washington State Department of Commerce ("Grant Agreement", which is Exhibit C, attached here to and incorporated by this reference, to the same standards of professional practice previously stated. 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 HUMAN SERVICES AGREEMENT - 1 - 3/2017 .� CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cayoffederahvay com Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. . 4.2 Method of Payment. On a monthly 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 monthly 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, the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement. Exceptions may be made at the discretion of the City's Community Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10%) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's 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, HUMAN SERVICES AGREEMENT - 2 - 3/2017 ` CITY OF CITY HALL �.. Federal WayFeder 8th Avenue South Federal Way, WA 98003-6325 �'►�.r./ (253) 835-7000 www otyoffederalway com compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and 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 HUMAN SERVICES AGREEMENT -3 - 3/2017 ` CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityofederalway. com to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, the Department of Commerce, 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 incomes 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. SUBCONTRACTS AND PURCHASES. 11.1 Subcontract Defined. "Subcontract" shall mean any contract between the Agency and any entity or between two entities to perform activities within the Scope of this Agreement, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Agreement, or (2) supplies. 11.2 Approval Required. The Agency shall not subcontract any portion of this Agreement without City approval. Said approval must be sought in writing by the Agency prior to executing a subcontract. The request for approval shall include verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall nevertheless continue in full force and effect. Any subcontract without prior approval shall be void and not reimbursable under this contract. 11.3 Procurement Requirements. In awarding contracts pursuant to this Agreement, the Agency shall comply with all applicable requirements of local and state law for awarding contracts, including but not limited to procedures for competitive bidding, contractor's bonds, prevailing wages, and retained percentages (Chapter 60.28 RCW, Chapter 39.12 RCW, Chapter 39.04 RCW, and Chapter 39.80 RCW). The City requires that professional services be procured using the selection process described in Chapter 39.80 RCW and that other services costs $5,000 or more, be procured using a competitive process. 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. EOUAL 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 HUMAN SERVICES AGREEMENT - 4 - 3/2017 CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-8325 (253) 835-7000 ►www, cityoffederalway com 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 The Agency acknowledges it has read and understands the terms of the Grant Agreement (Exhibit C) and will abide by all terms and conditions of the Grant Agreement and other provisions of this Agreement which specify how the terms of the Grant Agreement will be carried out. 13.3 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.4 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution 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. 13.5 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the HUMAN SERVICES AGREEMENT - 5 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www 0yoffederalway com 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. 13.6 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] HUMAN SERVICES AGREEMENT - 6 - 3/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cltyoffederahvay.. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: g FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED AND NEEDY: By: a', Printed Name: 61ro h Title: 0V a Cul (� � DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: ha ie Courtney, CM , Ci y Clerk APPROVED AS TO FOR : F,,� &�L or J. Ryan Call, City Attorney O this dayersonally appeared before me Nla-111 1- ' I �� to me known to be the � ? c r,A ('1.a I � of F-14--, uvi 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 qday of 6Vt -01 , 20 ROSQ'I,;', Notary's signatur( t °'�.. • s"ion Notary's printed name ll,I'l L ( �--u P' ?�pTARY ` Notary Public in and for the State of Washington. N t; PUBO •,•'gyp: My commission expires 2-- 1 —Z3 ,'9�,'• F0 2-12 HUMAN SERVICES AGREEMENT - 7 - 3/2017 ` CITY OF �.... Federal Proiect Summary CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederalway com EXHIBIT A The Agency shall complete predevelopment/acquisition projects to establish family shelter in the City of Federal Way. Performance Measures Feasibility Study: • Plan rehabilitation including office, conference rooms, computer center, kitchens, and ADA bathrooms; Appraisal; Engineering study to include elevator, roof, and foundation study; and Architectural study. D. Performance Measure(s) Outcome(s) to be reported: Complete a feasibility study to determine if site is viable for the proposed use. E. Service and Performance Documentation and Recordkeeping The Agency shall document service performance, as well as related expenses, to reflect that funding for Predevelopment/Acquisition Costs is being provided from the Department of Commerce via a contract with the City of Federal Way. Each requires distinct and separate documentation to identify how funds are used and that the use is consistent with the Grant Agreement and this Agreement. 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; HUMAN SERVICES AGREEMENT - 8 - 3/2017 CITY OF CITY HALL , A*,! Feder 8th Avenue South Federal Way, WA 98003-6325 Federa I Way (253) 835-7000 www cityoffederahvay com ■ timesheets allocating time to this grant agreement; ■ 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. 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 and the Washington State Department of Commerce. HUMAN SERVICES AGREEMENT - 9 - 3/2017 CITY OF ,'* Federal Proiect Budget CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoifederalway com EXHIBIT B COMPENSATION The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary, detailed below. The total amount of reimbursement pursuant to this Agreement shall not exceed Forty Thousand and 00/100 Dollars ($40,000.00). A. City of Federal Way Funds 2019 City of Federal Way (Department of Commerce Funds): $40,000.00 B. Line Item Budget Department of Commerce Other: Professional Services (including $40,000.00 architecture, engineering, phase 1 environmental, and inspections) Total City of Federal Way Funds: $40,000.00 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than monthly and are due on the following dates: April 15 or within 10 days of notice to proceed, whichever is later; May 15; and June 14: Final Reimbursement Request and Service Unit Report forms due; Demographic Data Report and Annual Outcome Data Report with supporting documentation due. 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. Expenses must be incurred prior to submission of reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. 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 -10- 3/2017 Department Commerce Grant Agreement with For City of Federal Way through Community Services and Housing Division Housing Assistance Unit Federal Way emergency shelter for homeless families with children. Start date: March 1, 2019 THIS PAGE INTENTIONALLY LEFT BLANK TABLE OF CONTENTS Special Terms and Conditions........................................................................................1 FaceSheet............................................................................................................1 1. Contract Management............................................................................. 2 2. Compensation..........................................................................................2 3. Billing Procedures and Payment.............................................................. 2 4. Subcontractor Data Collection.................................................................. 2 5. Insurance ................................. :............................................................... 2 6. Washington State Quality Award......................................................3 7. Order of Precedence................................................................................ 3 General Terms and Conditions....................................................................................... 5 1. Definitions.................................................................................................5 2. Access to Data........................................................................................ 5 3. Advance Payments Prohibited.................................................................5 4. All Writings Contained Herein.................................................................. 5 5. Amendments........................................................................................... 5 6. Americans With Disabilities Act (ADA) ..................................................... 5 7. Assignment..............................................................................................6 8. Attorneys' Fees........................................................................................6 9. Confidentiality/Safeguarding of Information.............................................6 10. Conflict of Interest .......................... :......................................................... 6 11. Copyright.................................................................................................7 12. Disputes.................................................................................................. 8 13. Duplicate Payment................................................................................... 8 14. Governing Law and Venue...................................................................... 8 15. Indemnification........................................................................................ 8 16. Independent Capacity of the Contractor ................................................... 8 17. Industrial Insurance Coverage.................................................................8 18. Laws........................................................................................................8 19. Licensing, Accreditation and Registration ................................................ 9 20. Limitation of Authority.............................................................................. 9 21. Noncompliance With Nondiscrimination Laws .......................................... 9 22. Pay Equity............................................................................................... 9 23. Political Activities..................................................................................... 9 24. Publicity...................................................................................................9 25. Recapture..............................................................................................10 26. Records Maintenance............................................................................10 27. Registration With Department of Revenue.............................................10 28. Right of Inspection......................................................................10 29. Savings..................................................................................................10 30. Severability............................................................................................10 31. Site Security..........................................................................................10 32. Subcontracting.......................................................................................11 33. Survival..................................................................................................11 TABLE OF CONTENTS 34. Taxes.................................................................................................... 11 35. Termination for Cause........................................................................... 11 36. Termination for Convenience................................................................. 11 37. Termination Procedures........................................................................12 38. Treatment of Assets...............................................................................12 39. Waiver...................................................................................................13 Attachment A, Scope of Work Attachment B, Budget FACE SHEET Contract Number: 18-46118-02 Washington State Department of Commerce Community Services and Housing Division Housing Assistance Unit Consolidated Homeless Grant (CHG) i. Grantee 2. Grantee Doing Business As (optional) City of Federal Way Community Development Department 33325 811 Ave. South Federal Way, Washington, 98003 3. Grantee Representative 4. COMMERCE Representative Jeffery Watson Julie Montgomery 1011 Plum St. SE Olympia, Washington Community Services Manager Grant Manager 360-725-2963 98501-1011 253-835-2650 jeff.watson@cityoffederalway.com julie.montgomery@commerce.wa.gov 5. Grant Amount 6. Fundi Source 7. Start Date 8. End Date $100,000.00 ! Federal: ❑ State: ® Other: ❑ N/A: ❑ March 1, 2019 June 30, 2019 9. Federal Funds (as applicable) Federal Agency: CFDA Nhmbr N/A N/A N/A 10. Tax ID # 11. SWV # 12. UBI # 13. DUNS # 91-1462550 SWV0015957 ` 601-223-538 612509901 14. Grant Purpose This grant funds emergency shelter for families with children experiencing homelessness. COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment "A" — Scope of Work and Attachment "B" — Budget. NTEE FOR COMMERCE at a Diane Klontz, sis ant Director Community S ices and Housing Division Tifo and. itle *Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their grant information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $100,000 for the performance of all things necessary for or incidental to the performance of work as set forth in Attachment A - Scope of Work. Grantee's compensation for services rendered shall be based in accordance with Attachment B — Budget. 3. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed COMMERCE invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Exceptions to the single billing per month (or quarterly) can be made by Commerce on a case-by-case basis. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. 4. ELIGIBLE USE OF FUNDS Funding awarded under this Grant may only be used for activities and expenses described in the Scope of Work — Attachment A. 5. SUBCONTRACTOR DATA COLLECTION Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Grant performed by subcontractors and the portion of Grant funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 6. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee or Subgrantee/subcontractor, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall instruct the insurers to give COMMERCE thirty (30) calendar days advance notice of any insurance cancellation, non -renewal or modification. The Grantee shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS During the term of the Grant, the Grantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of subgrants/subcontracts. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the Grantee or its Subgrantee/subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance. The Grantee shall maintain Professional Liability or Errors and Omissions Insurance. The Grantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Grantee and licensed staff employed or under contract to the Grantee. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Grantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Grant shall be $100,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary. B. Subgrantees/subcontractors that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantee/subcontractors pursuant to this paragraph shall name the Grantee as beneficiary. C. The Grantee shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days' advance written notice of cancellation. D. Local Government Grantees that Participate in a Self -Insurance Program E. Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from COMMERCE, the Grantee may provide the coverage above under a self-insured/liability pool or self-insured risk management program. In order to obtain permission from COMMERCE, the Grantee shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self-insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. Grantee's participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The state of Washington, its agents, and employees need not be named as additional insured under a self-insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. F. Grantee shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under Grantee's self-insured/liability pool or self - N SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS insured risk management program. Such annual summary of coverage and letter of self- insurance will be provided on the anniversary of the start date of this Agreement. 6. WASHINGTON STATE QUALITY AWARD Washington State RCW 43.185C.210 (5) (a). Beginning in 2011, each eligible organization receiving over five hundred thousand dollars during the previous calendar year from sources including: (a) State housing -related funding sources; (b) the affordable housing for all surcharge in RCW 36.22.178; (c) the home security fund surcharges in RCW 36.22.179 and 36.22.1791; and (d) any other surcharge imposed under chapter 36.22 or 43.185C RCW to fund homelessness programs or other housing programs, shall apply to the Washington State quality award program for an independent assessment of its quality management, accountability, and performance system, once every three years. Cities and counties are exempt from these requirements until 2018 unless they are receiving more than $3.5 million annually from the sources cited above. [See 43.185C.210 (5) (a) and RCW43.185C.240(1)(b).] For more information about WSQA visit their website at www.performanceexcellencenw.org 7. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce. C. "Grant" or "Agreement" means the entire written agreement between COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subgrantee/subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee/subcontractor" refers to any tier. H. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass- through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or commerce. I. "Vendor" is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee-for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Grantee's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorney's fees and costs. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; 2. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and 3. All personal information in the possession of the Grantee that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of.any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 10. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMERCE may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the CONTRACTOR in the procurement of, or performance under this contract. Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The Grantee and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on the Commerce program administering this Grant, including but not limited to formulating or drafting the legislation, participating in grant procurement planning and execution, awarding grants, and monitoring grants, GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS during the 24 month period preceding the start date of this Grant. Identify the individual by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the Grantee may be disqualified from further consideration for the award of a Grant. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the Grantee as it could pursue in the event of a breach of the contract by the Grantee. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this contract. 11. COPYRIGHT Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 12. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Contract number; and • be mailed to the Director and the other party's (respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. 7 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 13. DUPLICATE PAYMENT COMMERCE shall not pay the Grantee, if the GRANTEE has charged or will charge the State of Washington or any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. 14. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 15. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents, employees, representatives, or any subgrantee/subcontractor or its employees. The Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform the Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 16. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Grant. The Contractor and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Contractor. 17. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Grantee. 18. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. 0 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 19. LICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 20. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the Grantee shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Grantee's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the Grantee may be declared ineligible for further grants with COMMERCE. The Grantee shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 22. PAY EQUITY The Grantee agrees to ensure that "similarly employed" individuals in its workforce are compensated as equals, consistent with the following: a. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; b. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: (i) A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. (ii) A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. (iii) A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Grant may be terminated by the Department, if the Department or the Department of Enterprise services determines that the Grantee is not in compliance with this provision. 23. POLITICAL ACTIVITIES Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 24. PUBLICITY 9 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 25. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 26. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. The Grantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 29. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 30. SEVERABILITY The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Grant. 31. SITE SECURITY While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 10 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 32. SUBGRANTING/SUBCONTRACTING The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 11 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 37. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Grantee -shall: 1. Stop work under the Grant on the date, and to the extent specified, in the notice; 2. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; 3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Grantee under the orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and s u bg ra nts/subcontracts; 4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; 6. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and 7. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. 12 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Grantee to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subgrantees/Subcontractors. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 13 Attachment A Scope of Work Grantee shall commit to funding and oversight of emergency shelter for families with children experiencing homelessness. 1. Predevelopment/acquisition costs associated with the establishment of a permanent shelter ✓ Property appraisals ✓ Environmental site assessments (ESA) ✓ Property surveys ✓ Legal fees for real estate related functions ✓ Other expenses as approved by Commerce 2. Hotel/motel vouchers and supportive services ✓ Hotel/motel expenses to provide emergency housing for families experiencing homelessness. Housing status must be verified prior to proving hotel/motel .voucher ✓ Supportive services to assist families in finding permanent housing ✓ Up to $1,500 in flexible funds for homeless families for expenses related to finding and maintaining permanent housing 14 Attachment B Budget March 1, 2019 - June 30, 2019 Predevelo ment/ac uisition costs $40,000 Hotel/motel vouchers and SuRportive services $60,000 f Grant Total $100,000.00 15 Fusi13REV2 Non Profit Insurance Program CERTIFICATE OF COVERAGE Issue Date: 03/22/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEN D OR ALTER T HE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTI FICATE OF COVERAGE DOES NOT CONSTI TUE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAT IVE OR PRODUCER, AND THE CERT IFICATE HOLDER. ------------------------------------------------------------------------------------------------ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGRATION IS WAIVED, subject to the terms and conditions of the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE DESCRIPTION GENERAL LIABILITY Clear Risk Solutions American Alternative Insurance Corporation, et al. 451 Diamond Drive Ephrata, WA 98823 AUTOMOBILE LIABILITY American Alternative Insurance Corporation, et al. PROPERTY INSURED 06/01/2020 Fusion American Alternative Insurance Corporation, et al. PO Box 23934 MISCELLANEOUS PROFESSIONAL LIABILITY Federal Way, WA 98093 Princeton Excess and Surplus Lines Insurance Company COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF 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 SH OWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP DESCRIPTION LIMITS DATE DATE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY N1 -A2 -RL -0000013.09 06/01/2018 06/01/2020 PER OCCURRENCE $5,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $10,000,000 INCLUDES STOP GAP PRODUCT -CO MP/OP $5,000,000 PERSONAL & ADV. INJURY $5,000,000 (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50,000,000 AUTOMOBILE LIABILITY ANY AUTO N1 -A2 -RL -0000013.09 06/01/2018 06/01/2020 COMBINED SINGLE LIMIT $5,000,000 (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE PROPERTY , N1 -A2 -RL -0000013-09 06/01/2018 06/01/2020 ALL RISK PER OCC EXCL EQ & FL $75,000,000 EARTHQUAKE PER OCC $1,000,000 FLOOD PER OCC $1,000,000 (PROPERTY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE MISCELLANEOUS PROFESSIONAL LIABILITY N1 -A3 -RL -0000060.09 06/01/2018 06/01/2020 PER CLAIM $5,000,000 (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / SPECIAL ITEMS Regarding the 2019-2020 Human Services Grant, pertaining to Family Shelter. City of Federal Way is named as Additional Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE Attn: Sarah Bridgeford City of Federal Way 33325 8th Avenue S Federal Way, WA 98003 3515482 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program NPIP Policy Number Endorsement Effective N 1 -A2 -RL -0000013-09 6/1/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above. Schedule Person or Organization (Additional Insured): As Per Schedule on file with Clear Risk Solutions, Underwriting Administrator Attn: Sarah Sridgeford City of Federal Way 33325 8th Avenue S Federal Way, WA 98003 Regarding the 2019-2020 Human Services Grant, pertaining to Family Shelter. City of Federal Way is named as Additional Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached. A. With respects to the General Liability Coverage Part only, the definition of Insured in the Liability Conditions, Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule. 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 acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations; or 2. In connection with your premises owned or rented to you. B. The Li mits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract or written agreement; or 2. Declarations for this policy, whichever is less. These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged. Includes copyrighted material of the Insurance Services Office, Inc., with its permission. RL 2163 12/12 Page 1 of 1 3515483 ti Ift CITY OF Way 4wnwl CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederahvay com City of Federal Way Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: t'f�g Iry (Contracting Agency), for the following:Z�tS�N17�7cQcOc�he �/' (Program Title). Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) Additional Authorized Signature: Additional Authorized Signature: (3rcmX. (Print6d Name) O)or J C�'l�11V (Title) (Signature) (Date) int�d Name) / ,A ture) (Printed Name) (Signature) (Title) -g/,a/,V7 (Date) (Title) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. BUSINESS INFORMATION Business Name: FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED ANDNEEDY UBI Number: 602 388 063 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 5162 SW 311TH ST, FEDERAL WAY, WA, 98023, UNITED STATES Principal Office Mailing Address: Expiration Date: 04/30/2020 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 04/20/2004 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CHARITABLE REGISTERED AGENT INFORMATION Registered Agent Name: SHIRLEY AYERS Street Address: 308 SW 295TH PL, FEDERAL WAY, WA, 98023-0000, UNITED STATES Mailing Address: PO BOX 23934, FEDERAL WAY, WA, 98093-0000, UNITED STATES GOVERNORS Title Governors Type Entity Name GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL First Name Last Name BYRON HILLER DAVID HAARRISON KATHY GENDRON PAULA FREEMAN FUSION BY-LAWS Updated May, 2014 ARTICLE_ -I - NAME The name of this organization shall be "Friends United to Shelter.the Indigent, Oppressed, and Needy" and will be known as "FUSION". ARTICLE II - PURPOSE The mission of FUSION is to provide transitional housing and support services to the homeless in our community so they will have a safe, secure environment as they work toward self- sufficiency. ARTICLE III - MEMBERSHIP Participation shall be open to all individuals who are interested in actively supporting the ideals of FUSION. ARTICLE IV - REGISTERED OFFICE Section 1: The mailing address for this organization is P.O. Box 23934, Federal Way, WA 98093-0934 but may be changedd if necessary by the FUSION Board of Directors. Section 2: The Employer Identification Number is 01-0814641 for non-profit status. Section 3: The UBI number is 602-388-063. Section 4: The State of Washington Charities Program Registration number is 20737. ARTICLE V - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order shall govern the meetings of FUSION in the event of a parliamentary conflict. ARTICLE VI - MEETINGS The presence of a simple majority of the Board membership shall constitute a quorum and shall be necessary to conduct business. Section 1: The Board of Directors shall meet once a month. Section 2: The Executive Board shall meet at least six (6) times a year. Section 3: The Advisory Council shall meet at least once per year. Section 4: Special meetings may be called at the discretion of any of the Board of Directors or Advisory Council. All members of the Board or Advisory Council invited to the meeting shall be notified in writing two (2) weeks prior to said meeting. Such notice shall state the reason for the special meeting. No other business but that specified in the notice may be transacted at such a special meeting without the unanimous consent of all present at such a meeting. ARTICLE VII - BOARD OF DIRECTORS Section 1: Minimum Number of Positions — The Board shall have a minimum of 11 members. Among the Board members are the Executive Board and the following positions: Housing Unit Coordinator, Volunteer Coordinator, Regulatory Compliance, Public Relations, Communications, Administration, Fund Development and Board Member at Large (optional positions). Section 2:@Terms of Office - All Board positions are three year terms which will be staggered to avoid a complete turnover in any one year with the exception of the Founders which are lifetime. Section 3: Nominations and Elections - Elections shall be held annually. The President shall appoint a Nominating Committee which will include the Volunteer Coordinator. The Nominating Committee will present a slate of candidates for the vacant Board positions and interview all potential Board members. The elections will be held at a regular Board meeting during the fourth quarter of each year. Nominations can also be made from the floor at the Board meeting. The Nominating Committee will identify a slate of officers within the Board candidates listing. Officer nominations may also be made from the floor. Section 4: Vacancy - ShouId an out -of. -sequence vacancy in the Board of Directors occur, the President will propose a replacement, who will start a new three year term. The remaining members of the Board shall vote on the nomination. If the vacancy is the President, the Vice President will propose the Board member replacement. Section 5: Voting - Each Board Member present shall have one vote. Where more than one person shares a Board position, only one vote is designated for that position. A simple majority shall govern all voting except in the case of Board member removal (see Section 8). Section 6: Duties - Officers shall assume their elected positions at the January meeting. Officers will see an orderly transition of information and materials to the new officers. Section 7: Compensation - Board members serve with no compensation other than reasonable expenses. Such reimbursements are made when submitted in accordance with procedures prescribed by the Finance Committee. Section 8: Resignation, Termination and Absences - Resignation from the Board must be in writing and received by the Board President and Secretary. Founders may only be terminated by voluntary resignation. Any other Board member shall be dropped for excess absences from the Board if there are three unexcused absences from Board meetings in one calendar year Any other Board member may also be removed for other reasons by a three-fourths vote of the remaining directors. ARTICLE VIII - EXECUTIVE BOARD The Executive Board is empowered to act when the full board cannot or is unavailable. The Executive Board will consist of the following: Section 1: President - The President shall be the principal executive officer of the organization and shall, in general, supervise and control all of the business affairs of the organization. The President's duties shall include, but not be limited to: • sign all documents necessary to carry on the business and mission of FUSION, If the President is not present the Founders shall have authority to sign any documents necessary to carry on the business and mission of FUSION. • preside at all of the meetings of the Board of Directors, Executive Board and the Advisory Board, • authorize and appoint,individuals to Special Committees, • supervise and monitor the duties and performances of any paid personnel. Section 2: Vice President - The duties of the Vice President shall include, but not be limited to: • in the absence of the President, perform the duties of the President, • organize the spring and fall retreats for the Board, • review the strategic plan on an annual basis, • update by-laws and job descriptions with the President as needed. Section 3: Board Secretary - The duties of the Board Secretary shall include, but not be limited to: • record the minutes at all of the meetings of the Board of Directors, Executive Board and the Advisory Board, • distribute the minutes of each meeting to appropriate members, within 14 days of the next meeting, • file initialed copies of the minutes in the FUSION office, • assist the Office Manager as needed and be familiar with FUSION office files and supplies, • track the hour to assist the President to end the meeting on time, • maintain an up-to-date roster of Board members, including their address, telephone numbers, e-mail and other contact information. Section 4: Treasurer - The duties of the Treasurer shall include, but not be limited to: • monitor the finances, and work closely with the office staff and the bookkeeper/administrative assistant when applicable, responsible for the payment of outstanding bills in a timely manner, • issue a monthly financial statement to the Board, • balance the past year's year-to-date financial report in January, • ensure the Form 990 is filed in a timely manner. Section 5: Founder — The Founders shall focus on fund raising and increasing awareness of the organization's mission. ARTICLE IX - ADVISORY COUNCIL Section 1: The Advisory Council shall offer input and advice in areas of expertise and suggest resources for specific projects. The Advisory Council has no decision-making authority. Section 2: The Advisory Council shall consist of at least nine members of the community selected by the Board members of FUSION. Section 3: The Advisory Council shall meet at least once per year with the FUSION Board at a time and location selected by the Board. ARTICLE X - FINANCE COMMITTEE The Finance Committee consists of the following Board members: Treasurer, President, Past President, Office Manager and others as designated by the President. Duties include, but are not limited to: • monitor the accounting and control systems of the organization, • accountability to the Board for financial activities, • establish and implement reimbursement procedures, • compile the annual budget and submission to the Board for approval, • policy recommendations to the Board relating to finance, banking and budget. ARTICLE XI - SPECLAL COMMITTEES The Board may create special committees, as needed, for example, but not limited to, nominating committee for replacing Board members, committees for contract negotiations, strategic planning, or purchase of additional housing. The Board President shall appoint all special committee chairs. ARTICLE XII - FINANCES Section 1: An annual review shall be conducted by an outside, certified accountant to be appointed each year. Section 2: The Executive Board must approve expenditures over $500.00. All expenses related to upkeep and/or repair for the housing units over $500.00, will be subject to Executive Board 4pproval whenever reasonably possible. Housing expenses under $500.00 will be at the discretion and approval of the Housing Chair and the applicable management team, and reported to the Board of Directors on or before the next regular meeting. Emergency replacements and/or repairs in excess of $500.00 shall be approved by the Housing Chair or applicable management team. Section 3: All checks over $500.00 must have two authorized signatures, one of which will be an operating officer. Any expenditure outside the budget will be approved by the Board. Section 4: Persons authorized to sign checks are the President, Vice President, Board Secretary and FUSION Founders. Section 5: In addition to the authorized check signers in Section 4, the boutique Liaison on the Board of Directors is also authorized to sign checks drawn only on the FUSION Boutique checking account. ARTICLE XIII - AMENDMENTS These By -Laws may be amended, altered, or repealed at any regular or special meeting of the Board with approval of a two-thirds majority of the Board members. Notice of the proposed amendment must be contained in the notice of the meeting and mailed to all Board members at least two weeks prior to said meeting. ARTICLE XIV - COMMUNICATIONS The preferred form of mail shall be electronic and it is each Board member's duty to update the Board Secretary with a current address and preferred means of contact, whether temporary or permanent. Regular postal mail shall be used only upon written request to the Board Secretary. ARTICLE XV— FINAL DISPOSITION Upon dissolution of the organization the Executive Board, after making provisions for the payment of all liabilities of the organization, shall distribute all remaining assets to an organization designated by the Board of Directors as mandated by the Amended Articles of Incorporation. The above By -Laws were updated by the FUSION Board of Directors on May 12, 2014. 1 APPROVED (11 I Pae Ali Date President: Robert Wroblewski APPROVED i Date �IT Secretary: Pat Dillon May, 2014