AG 19-041 - FW Community Caregiving II RETURN TO: Sarah Bridgeford EXT: 2651
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: CD/CS
ORIGINATING STAFF PERSON: SARAH BRIDGEFORD EXT: _2651 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
x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT x HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
. PROJECT NAME: RENT ASSISTANCE AND EMERGENCY SHELTER PROGRAM
NAME OF CONTRACTOR: FEDERAL WAY COMMUNITY CAREGIVING NETWORK
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: TITLE
EXHIBITS AND
ATTACHMENTS:x SCOPE,WORK OR SERVICES x COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE X ALL
OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
. TERM: COMMENCEMENT DATE: JANUARY 1,2019 COMPLETION DATE: DECEMBER 31,2020
TOTAL COMPENSATION$ 42,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE
x PURCHASING: PLEASE CHARGE TO: 001-7300-083-562-10-410
0. DOCUMENT/CONTRACT REVIEW INI /DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER AMIN
❑ DIRECTOR triffiA11&-E
WI
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW 6 ►q rtc211q,
• 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 12/4/2018
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 4/02.3A-4 ¶ DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTCA , ICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 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
❑ LAW DEPARTMENT �� ID R1. "Y
pj3'1GNATORY(MAYOR OR DIRECTOR) ;' � /S �9
❑ CITY CLERK AD WI
❑ ASSIGNED AG# AG \R- k
❑ SIGNED COPY RETURNED DATE SENT: y .(Ca. q 1,4
:OMMENTS:
1/2018
CITY OF CITY HALL
.�,
Fed era I Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway.corn
HUMAN SERVICES AGREEMENT
FOR
RENT ASSISTANCE AND EMERGENCY SHELTER PROGRAM
This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal
corporation ("City"), and Federal Way Community Caregiving Network, 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:
FEDERAL WAY COMMUNITY CAREGIVING CITY OF FEDERAL WAY:
NETWORK:
Linda Murphy Sarah Bridgeford
PO Box 4717 33325 8th Ave. S.
Federal Way, WA 98063 Federal Way, WA 98003-6325
253-297-1564 (telephone) (253) 253-835-2651 (telephone)
(253) 253-835-2609 (facsimile)
bblmurph@gmail.com sarah.bridgeford@cityoffederalway.corn
The Parties agree as follows:
1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2019 and terminating on
December 31, 2020 "Term" . Funding undin for the e s econd year of the Agreement is contingent upon satisfactory Agreement
performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for
additional periods of time upon the mutual written agreement of the City and the Agency.
2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and
incorporated by this reference("Services"), in a manner consistent with the accepted professional practices for other similar
services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction,within the
time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.The Agency warrants that it
has the requisite training,skill,and experience necessary to provide the Services and is appropriately accredited and licensed by
all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business
registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject,at all times,
to inspection by and approval of the City,but the making(or failure or delay in making)such inspection or approval shall not
relieve the Agency of responsibility for performance of the Services in accordance with this Agreement,notwithstanding the
City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery.
3. TERMINATION.Either party may terminate this Agreement,with or without cause,upon providing the other party
thirty(30)days'written notice at its address set forth above.The City may terminate this Agreement immediately if the Agency
fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in
ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount.In return for the Services,the City shall pay the Agency an amount not to exceed a maximum amount
and according to a rate or method as delineated in Exhibit B,attached hereto and incorporated by this reference.The City shall
reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The
Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this
Agreement.
HUMAN SERVICES AGREEMENT - 1 - 3/2017
CITY OF CITY HALL
33325 8th Avenue South
. ti .._;, Federal Way Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway corn
4.2 Method of Payment.On a quarterly basis,the Agency shall submit to the City an invoice for payment on a form
provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this
Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within
forty-five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation, and
reports. The City will use the quantity of Services actually delivered,as reported on the Agency's reports, as a measure of
satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the
performance measures set forth in Exhibit A. Should the Agency fail to meet the performance measures for each quarter,the
City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement.Exceptions may be
made at the discretion of the City's Community Services Manager in cases where circumstances beyond the Agency's control
impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to
meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay
only that portion of the invoice not in dispute.In that event,the Parties will immediately make every effort to settle the disputed
portion.
4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's
final invoice,supporting documentation,and reports are not submitted by the last date specified in Exhibit B,the City shall be
relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice;provided,
however, that the City may elect to pay any invoice that is not submitted in a timely manner.
4.4 Budget.The Agency shall apply the funds received from the City under this Agreement in accordance with the
line item budget set forth in Exhibit B.The Agency shall request in writing prior approval from the City to revise the line item
budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten
percent(10%)of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision,and
must accompany each request for prior approval.All budget revision requests in excess of 10%of a line item amount shall be
reviewed and approved or denied by the City in writing.
4.5 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period,the City will not be obligated to make payments for Services or amounts incurred after
the end of the current fiscal period,and this Agreement will terminate upon the completion of all remaining Services for which
funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected
officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims,
demands,actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities,
taxes, losses, fines, fees,penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or
entities, including, without limitation, their respective agents, licensees, or representatives arising from,resulting from, or in
connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's
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 ages,
compensation or benefits payable to or by any third party under workers'compensation acts,disability benefit t acts or amount of ny
other
benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver.
HUMAN SERVICES AGREEMENT - 2 - 3/2017
1116, CITY OF CITY HALL
Federal Way 333258th Avenue South
Federal W
Way,WA 9800303
-6325
(253) 835-7000
www cityoffederaiway.corn
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
g solely caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. Th
erovisions of
p 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 a en
is representatives,g ves em to e
p es or subcontractors for h
p Y the duration
the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: of
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,
roductsliabilitY, advertisinginjury, liabilityassumed
under an insured contract with limits no less than $1,000,000 for
occurrence and$2,000,000 general aggregate. each
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 anyremedy 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 insuranceoli i
c es and with evidence of
fees of such policies. If Agency's insurance policies are"claims made,"Agency shall be required to maintain in tail coverage
for a minimum period of three(3)years from the date this Agreement is
actually terminated or upon
project completion andacceptance 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
ibe considered confidential dential subJect to applicable laws.Breach of confidentiality by the Agency may be grounds for immediate
termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully
cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications,records,files,computer disks,magnetic media or material which may be produced or modified by Agency while
performing the Services shall belong to the City upon delivery.The Agency shall make such data,documents,and files available
to the City and shall deliver all needed or contracted for work product upon the City's request.At the expiration or termination
of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to
the City.
HUMAN SERVICES AGREEMENT - 3 - 3/2017
k CITY OF CITY HALL
Federal Way 33325
Feder 8th Avenue S
Federal Way,WA 98003003
-6325
(253) 835-7000
www cityoffederalway.corn
9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and
properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures
and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be maintained for a period of six(6)years after the termination of this Agreement and may be subject,at all
reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other
governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR.The Parties intend that the Agency shall be an independent contractor and that the
Agency has the ability to control and direct the performance and details of its work,the City being interested only in the results
obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any
other benefit of employment,nor to pay any social security or other tax which may arise as an incident of employment.Agency
shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at
Agency's own risk,and Agency shall be responsible for any loss of or damage to materials,tools,or other articles used or held
for use in connection with the work.
The Agency shall pay all income and other taxes due except as specifically provided in
Section 4.Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide
a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract.
11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for
other parties;however,such performance of other services shall not conflict with or interfere with Agency's ability to perform
the Services.Agency agrees to resolve any such conflicts of interest in favor of the City.Agency confirms that Agency does not
have a business interest or a close family relationship with any City officer or employee who was,is,or will be involved in the
Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance.
12. EQUAL OPPORTUNITY EMPLOYER.In all services,programs,activities,hiring,and employment made possible
by or resulting from this Agreement or any subcontract,there shall be no discrimination by Agency or its subcontractors of any
level,or any of those entities' employees,agents,sub-agencies,or representatives against any person because of sex,age(except
minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any
disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in
relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil
Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21,21.5
and 26, or any other applicable federal, state,or local law or regulation regarding non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements,whether oral or written,shall be effective for any purpose. Should any language in any Exhibits to this Agreement
conflict with any language in this Agreement,the terms of this Agreement shall prevail.The respective captions of the Sections
of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of
the provisions of this Agreement.Any provision of this Agreement that is declared invalid,inoperative,null and void,or illegal
shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement
and compliant with the terms of the Agreement,is hereby ratified as having been performed under the Agreement.No provision
of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly
authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in
whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party.If the non-
HUMAN SERVICES AGREEMENT - 4 - 3/2017
41/4 CITY OF CITY HALL
. , 33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway can
assigning party gives its consent to any assignment,the terms of this Agreement shall continue in full force and effect and no
further assignment shall be made without additional written consent. Subject to the foregoing,the rights and obligations of the
Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This
Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have
any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all
applicable federal,state,local,and city laws including,without limitation,all City codes,ordinances,resolutions,regulations,
rules,standards and policies,as now existing or hereafter amended,adopted,or made effective.If a violation of the City's Ethics
Resolution No. 91-54,as amended,occurs as a result of the formation or performance of this Agreement,this Agreement may
be rendered null and void, at the City's option.
13.4 Enforcement.Time is of the essence of this Agreement and each and all of its provisions in which performance
is a factor.Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of
this Agreement.Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of
this Agreement.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States
mail,postage prepaid,to the address set forth above.Any notice so posted in the United States mail shall be deemed received
three(3)days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be
exclusive,but shall be cumulative with all other remedies available to the City at law,in equity or by statute.The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement,or to exercise any
option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to
declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare
one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be
made in,governed by,and interpreted in accordance with the laws of the State of Washington.If the Parties are unable to settle
any dispute,difference or claim arising from this Agreement,the exclusive means of resolving that dispute,difference,or claim,
shall be by filing suit under the venue,rules and jurisdiction of the King County Superior Court,King County, Washington,
unless the parties agree in writing to an alternative process.If the King County Superior Court does not have jurisdiction over
such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the
personal jurisdiction of the state and federal courts in King County,Washington and waives any objection that such courts are
an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal
costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals,in addition
to any other recovery or award provided by law;provided,however,however nothing in this paragraph shall be construed to
limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution.Each individual executing this Agreement on behalf of the City and Agency represents and warrants
that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number
of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same
document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it
shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement
shall be the"date of mutual execution"hereof.
[Signature page follows]
HUMAN SERVICES AGREEMENT - 5 - 3/2017
11166, CITY OF CITY HALL
11.* .., 33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
,f/ r
Jim ell, ayor h.nie Courtney, CMC, ty Clerk
APPROVED AS TO FORM:
DATE: ,V/5/7
J. Ryan Call, City Attorney
FEDERAL WAY COMMUNITY CAREGIVING
NETWORK:
By: bStiCbolw6
Printed
am
e. l7A•C K DOVE Y
Title: )04,rc ?(t51 C C,1' 4
DATE: ri( 9 Di
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me JClGIf% tsoYey , to me known to be the
Zooid Westd i of the"FeSecal Way tortwoun,41 eaveca n9 Maktavathat 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 Oct day of (.4 pc, 2019.
$4,i�� Notary s signature e'41
/)" /i Notary's printed name Moto 6. Sm 4 h
S 14F Notary Public in and for the State of Washington.
5 - 205305 «= My commission expires 03/0 4 Qo8t3
.i 3 A s
S 0B`�G 2 =
Op WAS
HUMAN SERVICES AGREEMENT - 6 - 3/2017
CITY OF CITY HALL
,�.., Feder 8th Way,
South
Federal Way
Federal Way,,WWA 98003003
-6325
(253) 835-7000
www cityoffederalway.corn
EXHIBIT A
SERVICES
Project Summary
The Agency shall provide emergency funds for rental assistance and limited shelter/motel stays for families in
crisis in the City of Federal Way. The Agency shall ensure that services provided with funding under this
Agreement are made available to Federal Way residents.
Performance Measures
A. Number Served
The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents with
Human Services funds:
1st rd 3rd 4th
Quarter Quarter Quarter Quarter Total
JAN,— APRIL— JULY— OCT.—
MARCH JUNE SEPT. DEC.
No. of unduplicated Federal
Way persons assisted in 2019 88 88 88 88 352
No. of unduplicated Federal
Way persons assisted in 2020 88 88 88 88 352
B. Units of Service
The Agency agrees to provide, at minimum, the following units of service by quarter:
1st 2nd rd
3 4th
Quarter Quarter Quarter Quarter Total
JAN.— APRIL— JULY— OCT.—
MARCH JUNE SEPT. DEC.
2019
1. Financial Aid
19 19 19 19 76
2. Shelter(Hotel/Motel Stays)
7 7 8 8 30
2020
1. Financial Aid
19 19 19 19 76
2. Shelter(Hotel/Motel Stays)
7 7 8 8 30
HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017
dilk CITY OF CITY HALL
.'�.,. 33325 8thAvenue South
Federal Way W
Federal Way,WA 98003-6325
(253)835-7000
www cityoffederaiway.corn
C. Definition of Services
1. Financial Aid/Rent & Mortgage Assistance: The rent/mortgage assistance program provides
financial aid for families in crisis to prevent eviction. Service units refer to the number of
households assisted.
2. Shelter/Nights at a Motel: Provide limited motel stays for families with children and individuals
with life-threatening emergency situations. Service units refer to nights at a motel.
D. Performance Measure(s)
Outcome(s) to be reported:
1. Individuals and/or families will have secure housing.
Records
A. Project Files
The Agency shall maintain files for this project containing the following items:
1. Notice of Grant Award.
2. Motions, resolutions, or minutes documenting Board or Council actions.
3. A copy of this Agreement with the Scope of Services.
4. Correspondence regarding budget revision requests.
5. Copies of all invoices and reports submitted to the City for this project.
6. Bills for payment with supporting documentation.
7. Copies of approved invoices and warrants.
8. Records documenting that costs reimbursed with funding provided under this Scope are allowable.
Such records include, but are not limited to:
• for personnel costs, payroll for actual salary and fringe benefit costs.
• for staff travel, documentation of mileage charges for private auto use must include: a)
destination and starting location, and b)purpose of trip; and
• for copy machine use, postage, telephone use, and office supplies when these costs are shared
with other programs and no invoice is available, log sheets or annotated invoices.
HUMAN SERVICES AGREEMENT - 2 - HSA Exh 5/2017
CITY OF CITY HALL
116,
33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cltyoffederalway com
9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report
income of clients served under this Agreement. Income guidelines may be adjusted periodically by
HUD.
King County FY 2018 Income Limits Summary
(effective 4/1/2018)
FY 2018
Median Income Income 1 2 3 4 5 6 7 8
King County Limit Person Persons Persons Persons Persons Persons Persons Persons
Category
Extremely
Low
(30%) $22,200 $25,700 $28,900 $32,100 $34,700 $37,250 $39,850 $42,400
Income
Limits
Very Low
$103,400 (50%)
Income $37,450 $42,800 $48,150 $53,500 $57,800 $62,100 $66,350 $70,650
Limits
Low
(80/) $56,200 $64,200 $72,250 $80,250 $86,700 $93,100 $99,550 $105,950
Income
•
Limits
The Agency agrees to use updated Income Guidelines which will be provided by the City.
Reports and Reporting Schedule
The Agency shall collect and report client information to the City quarterly and annually on a Service Unit
Report to be provided by the City in the format requested by the City.
The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data
requested on this form from the persons served through this contract. Data should be tracked in an ongoing
manner and submitted annually no later than January 15 in the format requested by the City.
The Agency shall implement and track at least one measurable outcome for the program as presented in the
application. Changes to the outcome presented in the application must be approved by the City prior to
implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome
Data Report to be submitted by January 15 in the format requested by the City.
Public Information
In all news releases and other public notices related to projects funded under this Agreement, the Agency will
include information identifying the source of funds as the City of Federal Way Human Services General Fund
Program.
HUMAN SERVICES AGREEMENT - 3 - HSA Exh 5/2017
AiikCITY OF
-- CITYHALL
Y 333258th Avenue South
Federal Wa
Federal Way,WA 98800303
-6325
(253) 835-7000
www cityoffederatway corn
EXHIBIT B
COMPENSATION
Proiect Bud et
The Agency shall apply the following funds to the project in accordance
detailed below. The total amount of reimbursement pursuant to this Agreement with the Line Item exceed FodFo Summary
Thousand and 00/100 Dollars ($42,000.00). greement shall not exceerty-Two
A. City of Federal Way Funds
City of Federal Way General Fund: 2019 2020
Total City of Federal Way Funds: $21,000.00 $21,000.00
$21,000.00 $21,000.00
B. Line Item Budget
Personnel Services (detail below) 11111111111 2019 2020
Office or Operating Supplies1111111111
111111111111111111111
Rent& Utilities
11111111.11111111111111
Communications
1.1111111111111111111111
Travel and Trainin
1.11.1111111111111111
Other(specify): Direct Client
Assistance/Vouchers $21,000.00 $21,000.00
Client Travel
11.1111111111111111111111
Administration(Overhead)
1111.1111111.1111.111
Total City of Federal Way Funds:
$21,000.00 $21,000.00
Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently
and are due on the following dates: than quarterly
1st Quarter: April 15 or within 10 days of notice to proceed, whichever is later;
2nd Quarter: July 15;
3rd Quarter: October 15; and
4th Quarter: Final Reimbursement Request and Service Unit Report forms due Januarynu6; Demographic Data
Report and Annual Outcome Data Report with supporting documentation due January 15.
The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement
Requests Invoices shall include a copy of the Service Unit Report and any supportingymentfor the
period. documents for billing
Estimated Quarterly Payments:
2019
1st Qtr $5,250.00
2nd Qtr $5,250.00
3rd Qtr $5,250.00
4th Qtr $5,250.00
HUMAN SERVICES AGREEMENT - 4 - ur Ar_,
CITY OF CITY HALL
�.. 33325 8th Avenue South
Federal inlay
Federal Way,WA 98003-6325
(253) 835-7000
www crtyoffederalway..corn
2020
1st Qtr $5,250.00
2nd Qtr $5,250.00
3 Qtr $5,250.00
4th Qtr $5,250.00
Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must
be attached to the reimbursement request for invoice to be approved.
Quarterly reimbursement requests shall not exceed the estimated payment without prior written approval from
the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance
measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City
with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit
Report.
Conditions of Funding
The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges
that payment to the Agency will not be made unless the funding conditions are met.
HUMAN SERVICES AGREEMENT - 5 - HSA Exh 5/2017
Bylaws of the
Federal Way Community Caregiving Network
ARTICLE 1. OFFICES
The principal office of the corporation shall be located at its principal place of business or
such other place as the Board of Directors("Board")may designate.The corporation may have
such other offices,either within or without the State of Washington, as the Board may designate
or as the business of the corporation may require from time to time.
ARTICLE 2.MEMBERSHIP
The Corporation shall have no members,
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs of the corporation shall be managed by a Board of Directors.
3.2 Number
The Board shall consist of not less than seven(7)nor more than eleven(19)Directors,
the specific number to be set by resolution of the Board.The number of Directors may be
changed from time to time by amendment to these Bylaws,provided that no decrease in the
number shall have the effect of shortening the term of any incumbent Director.
3.3 Qualifications
Directors shall have such qualifications as the Board may prescribe by resolution or
amendment to these Bylaws.
3.4 Election of Directors
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A ,oPiA)Dlx
3.4.1 Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until the first
annual meeting of the Board.
3.4.2 Successor Directors
Successor Directors shall be elected at the annual meeting of the Board. One-third of the
number of initial Directors shall serve a term of one year,one-third shall serve a term of two
years,and one-third shall serve a term of three years so
that the term of future directors will be
staggered.
3.5 Term of Office
Unless a Director dies,resigns or is removed,he or she shall hold office for a term of
three years or until his or her successor is elected,whichever is later.
3.6 Annn I Meeting
The annual meeting of the Board shall be held the third Monday of January in each year
for the purposes of electing directors and officers and transacting such business as may properly
come before the meeting.If the day fixed for the annual meeting is a legal holiday at the place of
the meeting,the meeting shall be held on the next succeeding business day.If the annual meeting
is not held on the date designated therefore,the Board shall cause the meeting to be held as soon
thereafter as may be convenient.
3.7 Regular Meetings
By resolution,the Board may specify the date,time and place for the holding of regular
meetings without other notice than such resolution.
3.8 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board
may be called by or at the written request of the President or any two Directors,or, in the case of
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•
a committee meeting,by the chairman of the committee.The person or persons authorized to call
special meetings may fix any place either within or without the State of Washington as the place
for holding any special Board or committee meeting called by them.
3.9 Meetings by Telephone
Members of the Board or of any committee designated by the Board may participate in a
meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear
each other at the same time.Participation by such means shall constitute presence in person at a
meeting.
3.10 Place of Meetings
All meetings shall be held at the principal office of the corporation or at such other place
within or without the State of Washington designated by the Board,by any persons entitled to
call a meeting or by a waiver of notice signed by all Directors.
3.11 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing or
by personal communication with the Director not less than ten days before the meeting.Notices
in writing may be delivered or mailed to the Director at his or her address shown on the records
of the corporation. The business to be transacted at,or the purpose of any special meeting will be
specified in the notice of such meeting,and the meeting shall be held for that purpose only.If
notice is delivered by mail,the notice shall be deemed effective when deposited in the official
government mail properly addressed with postage thereon prepaid.
3.12 Waiver of Notice
3.12.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these
Bylaws,the Articles of Incorporation or applicable Washington law, a waiver thereof in writing,
signed by the person or persons entitled to such notice,whether before or after the time stated
therein,shall be deemed equivalent to the giving of such notice.The business to be transacted at,
or the purpose of any special meeting will be specified in the notice of such meeting,and the
meeting shall be held for that purpose only.
Page 3 of 9
3.12.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such
meeting,except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
3.13 Quorum
A simple majority of the number of Directors in office shall constitute a quorum for the
transaction of business at any Board meeting.If a quorum is not present at a meeting,a majority
of the Directors present may adjourn the meeting from time to time without further notice.
3.14 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum
shall be the act of the Board,unless the vote of a greater number is required by these Bylaws,the
Articles of Incorporation or applicable Washington law.
3.15 Presumption of Assent
A Director of the corporation present at a Board meeting at which action on any
corporate matter is taken shall be presumed to have assented to the action taken unless his or her
dissent or abstention is entered in the minutes of the meeting,or unless such Director files a
written dissent or abstention to such action with the person acting as secretary of the meeting
before the adjournment thereof,or forwards such dissent or abstention by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting. Such right to
dissent or abstain shall not apply to a Director who voted in favor of such action.
3.16 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a
meeting if a written consent setting forth the action so taken is signed by each of the Directors.
Such written consents may be signed in two or more counterparts,each of which shall be deemed
an original and all of which,taken together,shall constitute one and the same document.Any
such written consent shall be inserted in the minute book as if it were the minutes of a Board
meeting.
Page 4 of 9
•
3.17 Resignation
Any Director may resign at any time by delivering written notice to the President or the
Secretary at the registered office of the corporation,or by giving oral or written notice at any
meeting of the Directors. Any such resignation shall take effect at the time specified therein,or if
the time is not specified,upon delivery thereof and,unless otherwise specified therein,the
acceptance of such resignation shall not be necessary to make it effective.
3.18 Removal
purpose,a meeting of the Board called expressly for that perp ,one or more Directors may
be removed from office,with or without cause,by two-thirds of the votes cast by Directors then
in office.
3.19 Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of a majority
of the remaining Directors.though less than a quorum of the Board.A Director who fills a
vacancy shall serve for the unexpired term of his or her predecessor in office.
3.20 Board Committees
o
3.20.1 Standing or Temporary Committees
Directors in
o ted bya majority of the Direr
resolution ad
The Board, by p
office, may designate and appoint one or more standing or temporary
committees, each of which shall consist of one or more Directors. Such
committees shall have and exercise the authority of the Directors in the
management of the corporation, subject to such limitations as may be
prescribed by the Board; except that no committee shall have the authority
to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove
any member of any other committee or any Director or officer of the
corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of
merger or consolidation with another corporation; (e) authorize the sale,
lease or exchange of all or substantially all of the property and assets of
the corporation not in the ordinary course of business; (f) authorize the
voluntary dissolution of the corporation or revoke proceedings therefor;
(g) adopt a plan for the distribution of the assets of the corporation; or
(h) amend, alter or repeal any resolution of the Board which by its terms
Page 5 of 9
provides that it shall not be amended, altered or repealed by a committee.
The designation and appoii itrnent of any such committee and the
delegation thereto of authority shall not operate to relieve the Board or any
individual Director of any responsibility imposed upon it, him or her by law.
3.20.2 Quorum;Manner of Acting
A majority of the number of Directors composing any committee shall constitute a
quorum,and the act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of the committee.
3.20.3 Resignation
Any member of any committee may resign at any time by delivering written notice
thereof to the President,the Secretary or the chairperson of such committee,or by giving oral or
written notice at any meeting of such committee.Any such resignation shall take effect at the
time specified therein, or if the time is not specified,upon delivery thereof and,unless otherwise
specified therein,the acceptance of such resignation shall not be necessary to make it effective.
3.20.4 Removal of Committee Member
The Board,by resolution adopted by a majority of the Directors in office,may remove
from office any member of any committee elected or appointed by it with or without cause.
3.21 Compensation
The Directors shall receive no compensation for their service as Directors but may
receive reimbursement for expenditures incurred on behalf of the corporation.
ARTICLE 4. OFFICERS
4,1 Number and Qualifications
The officers of the corporation shall be a President,one or more Vice Presidents,a
Secretary and a Treasurer,each of whom shall be elected by the Board.Other officers and
assistant officers may be elected or appointed by the Board,such officers and assistant officers to
hold office for such period,have such authority and perform such duties as are provided in these
Page 6 of 9
Bylaws or as may be provided by resolution of the Board.Any officer may be assigned by the
Board any additional title that the Board deems appropriate.Any two or more offices may be
held by the same person,except the offices of President and Secretary.
4.2 Election and Term of Office
The officers of the corporation shall be elected each year by the Board at the annual
meeting of the Board.Unless an officer dies,resigns,or is removed from office,he or she shall
holdoffice until the next annual meeting of the Board or until his or her successor is elected.
4.3 Resignation
Any officer may resign at any time by delivering written notice to the President,a Vice
President,the Secretary or the Board,or by giving oral or written notice at any meeting of the
Board.Any such resignation shall take effect at the time specified therein,or if the time is not
specified,upon delivery thereof and, unless otherwise specified therein,the acceptance of such
resignation shall not be necessary to make it effective.
4.4 Removal
Any officer or agent elected or appointed by the Board may be removed from office ebyb
e served ,
' would b y
the corporation the Board whenever in its judgment the best interests of rp
but such removal shall be without prejudice to the contract rights,if any,of the person so
removed.
4.5 Vacancies
A vacancy in any office created by the death,resignation,removal, disqualification,
creation of a new office or any other cause may be filled by the Board for the unexpired portion
of the term or for a new term established by the Board.
4.6 President
The President shall be the chief executive officer of the corporation,and,subject to the
Board's control,shall supervise and control all of the assets,business and affairs of the
corporation.The President shall preside over meetings of the Board.The President may sign
sl
deeds,mortgages,bonds,contracts,or other instruments,except when the. in�► g and execution
the Board orthese Bylaws to some other officer or
byby
thereof have been expressly delegated
Page 7 of 9
ARTICLE 5. ADMINISTRATIVE PROVISIONS
5.1 Books and Records
The corporation shall keep at its principal or registered office copies of its current
Articles of Incorporation and Bylaws;correct and adequate records of accounts and finances;
minutes of the proceedings of the Board,and any minutes which may be maintained by
committees of the Board;records of the name and address of each Director,and each officer;and
such other records as may be necessary or advisable.
5.2 Accounting Year
The accounting year of the corporation shall be the twelve months ending December 31.
5,3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be
rules contained in Roberts'Rules of Order on Parliamentary Procedure,newly revised,so far as
applicable and when not inconsistent with these Bylaws,the Articles of Incorporation or any
resolution of the Board.
ARTICLE 6. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by
the vote of a two-thirds majority of the number of Directors in office..A minimumof ten days'
notice of the intent to change the Bylaws must be provided under the notice requirements
provided for in these Bylaws.
The foregoing Bylaws were adopted by the Board of Directors on May 5,2014_.
Page 9 of 9
agent of the corporation or are required by law to be otherwise signed or executed by some other
officer or in some other manner.In general,the President shall perform all duties incident to the
office of President and such other duties as are assigned to him or her by the Board from time to
time.
4.7 Vice Presidents
In the event of the death of the President or his or her inability to act,the Vice President
(or if there is morethan one.Vice President,the Vice President who was designated by the Board
as the successor to the President,or if no Vice President is so designated,the Vice President
whose name first appears in the Board resolution electing officers)shall perform the duties of the
President,except as may be limited by resolution of the Board,with all the powers of and subject
to all the restrictions upon the President.Vice Presidents shall have,to the extent authorized
d�by
the President or the Board,the same powers as the President to sign deeds,mortgages,
contracts or other instruments.Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President or the Board.
4.8 Secretary
The Secretary shall: (a)keep the minutes of meetings of the Board,and minutes which
may be maintained by committees of the Board; (b)see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law;(c)be custodian of the
corporate records of the corporation; (d)keep records of the post office address of each Director
and each officer; (e)sign with the President, or other officer authorized by thePresident
red not or the
Board,deeds,mortgages,bonds,contracts,or other instruments;and(1) general
duties incident to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or the Board.
4.9 Tr-asurer
If requested by the Board,the Treasurer shall give a bond for the faithful discharge of bis
or her duties in such amount and with such surety or sureties as the Board may determine.The
Treasurer shall have charge and custody of and be responsible for all funds and securities of the
corporation;receive and give receipts for moneys due and payable to the corporation from any
source whatsoever,and deposit all such moneys in the name of the corporation in banks,trust
companies or other depositories selected in accordance with the provisions of these Bylaws;and
in general perform all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the President or the Board.
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