HomeMy WebLinkAbout2025, Lease Agreement - Fusion/Friends United, Shelter the Indigent, Oppressed & NeedyLEASE AGREEMENT
BETWEEN THE CITY OF AUBURN
AND
FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED AND
NEEDY (d/b/a and hereafter "FUSION")
THIS LEASE AGREEMENT ("Lease") made and entered into by and between the City of Auburn, a
Washington Municipal Corporation ("City") and Friends/United to Shelter the Indigent, Oppressed and Needy
aka "Fusion" hereinafter known as ("Tenant").
FOR AND IN CONSIDERATION of the covenants and obligations contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. PREMISES. The City leases to Tenant according to the terms and conditions set forth herein the
building and improvements located at 612 9", Street SE, Auburn, WA, King County parcel number
9150600030 ("Premise").
2. TERM. This lease agreement shall commence on the 1)day of June, 2025 with the initial term of 6
months (plus the partial month following the Commencement Date if such date is not the first day of
a month). Should the tenant terminate the lease agreement prior to the conclusion of the initial lease term,
the tenant shall be responsible to pay the City the monthly rental amount until such time the City re -rents
the subject property or the expiration of the initial lease term, whichever is later. The City may terminate
the agreement for cause, including proposed sale of the property, by providing the Tenant with written
notice for the appropriate period established in the Residential Landlord Tenant Act, or may terminate
without cause during the term by giving Tenant written notice sixty days or more preceding the end of
the term. The Tenant may terminate the lease after the initial lease period by giving a 20 days written
notice prior to the end of the monthly rental period.
Upon expiration of the lease term, the lease shall continue on a month -to -month basis for perpetuity
until terminated by the Tenant by providing the City with written notice twenty days or more
preceding the end of any month, or by the City by providing the Tenant with written notice for the
appropriate period established in the Residential Landlord Tenant Act.
3. RENT. The Tenant shall pay the City the amount of three hundred, fifty and 00/100 dollars ($100.00)
on or before the tenth (1 Oth) day of each month during the term of this lease. Payments shall be paid
to the City at the following address:
CITY OF AUBURN
Attn: Finance Department
25 W Main Street
Auburn, WA 98001
FUSION— 612 9' Street SE, Auburn — LEASE AGREEMENT- Page 1 of 20
There shall be a late charge of $10.00 for any rent payment received after the tenth (1Oth) day of the
month. If any rent checks are returned due to None 1 sufficient Funds (NSF), all future rent payments
must be made by money order or certified check.
After expiration of the lease term, City reserves the right to increase the amount of rent upon sixty
days' prior written notice to Tenant.
4. USE OF PREMISES. This tenancy is restricted solely to the uses established in the professional
services agreement, attached as Exhibit C previously executed by the parties to this Lease, and any
validly executed amendments to that agreement.
No animal, fowl, fish, reptile, and/or pet of any kind shall be kept on or about the premises by Tenant
or any Subtenant unless the animal is a "service animal" as defined by RCW 40.60.040. The premises
is designated as "no -smoking". Tenant understands that the cost of any repairs, painting and/or
replacements as a result of smoking inside the premises will be the sole responsibility of the tenant.
5. CONDITION OF PREMISES. The Tenant stipulates, represents and warrants that the Tenant has
examined the Premises, and that they are at the time of this Lease in good order, repair, and in a safe,
clean and tenantable condition. The Tenant has received a signed copy of the checklist attached hereto
as Exhibit A, and incorporated by reference, describing the condition of the Premises.
6. ASSIGNMENT AND SUB -LETTING. The Tenant shall not assign this Agreement but may sub-
let use of the Premises or any part thereof according to the provisions of this subsection. All
subtenancy agreements shall be for a month -to -month periodic term.
When subletting any portion of the Premises, Tenant shall comply with the Residential Landlord -
Tenant Act, RCW 59.18 including but not limited to the Act's provisions regarding the content of a
sublease, the reasons for terminating a sublease and evicting a subtenant, the termination process, and
the enumerated landlord's responsibilities. Tenant shall also comply with Auburn City Code Chapter
5.23, Rental Housing Policy when subletting. The Tenant shall not discriminate on the basis of race,
color, national origin, religion, sex (including gender identity and sexual orientation), familial status,
or disability in selecting subtenants, selecting sublease terms, setting rent, causing eviction, or any
other action related to leasing covered by state or federal law.
Prior to subletting the use of the Premises to any person, the Tenant shall perform a background check
for the person. The screening shall be according to RCW and all other applicable sections of the
Residential Landlord -Tenant Act. The Tenant shall not sublet to any person who has pending charges
or has been convicted of any of the offenses defined as a "Sex Offense" in RCW 9.94A.030(47)
and/or any of the offenses defined as a "Serious Violent Offense" in RCW 9.94A.030(46)
Any sublet agreement or sublease between the Tenant and any subtenant shall include the
requirements stated in paragraphs 5, 7, 13, 14, 15, 17, 21 and 23 of this agreement. No sublease or
other agreement permitting use of the Premises by a third party shall relieve Tenant from any liability
under this Lease. Actions and conduct by a subtenant are attributable to the Tenant for purposes of
this Lease.
FUSION- 612 91h Street SE, Auburn -LEASE AGREEMENT- Page 2 of 20
7. ALTERATIONS AND IMPROVEMENTS. The Tenant shall make no alterations or
improvements on the Premises without the prior written consent of the City. The City's approval shall
not create on its part responsibility or liability for the improvements including for their completeness,
design, sufficiency. or compliance with laws. Any and all alterations, changes, and/or improvements
built, constructed or placed on the Premises by the Tenant shall, unless otherwise provided by written
agreement between the City and the Tenant, be and become the property of the City and remain on
the Premises at the expiration or earlier termination of this Agreement. If removal of any alteration,
change or improvement is approved by the City, Tenant shall remove such improvement on or before
the expiration of the Lease Term, or within 10 days of the termination date, and repair any damage
resulting from such removal.
8. LIABILITY AND INDEMNIFICATION. The Tenant shall indemnify, defend, and hold harmless
the City, its employees, officials and agents against any and all claims, demands and lawsuits, and
shall pay all costs and attorney's fees incurred in the defense thereof, for any injury to persons or
property damage, including claims of the Tenant's employees, agents and invitees allegedly resulting
from any act, incident, or accident arising from or relating to the Tenant's use of the Premises except
such loss or damage, or cost incurred in defense, which arises out of the sole negligence of the City.
The Tenant's obligation to indemnify the City shall not be relieved by its obligation to provide
insurance coverage set forth below.
Tenant agrees to waive immunity under the industrial insurance provisions of Title 51 RCW, but only
to the extent necessary to indemnify City, and Tenant agrees that this waiver has been mutually
negotiated by the parties.
Except in the event of negligence or willful misconduct of the City, the City shall not be liable for
injury or damage which may be sustained by the person, goods, wares, merchandise or property of
'Tenant, its employees, invitees or customers, or any other person in or about the Premises. In no event
shall City be liable for consequential damages.
9. INSURANCE. Tenant agrees to at all times during the term of the Lease, at its own expense, maintain
and keep in effect the following insurance policies at the stated limits.
• Commercial General Liability insurance as least as broad as ISO occurrence form CG 00 01
with a minimum coverage of two million dollars ($2,000,000) each occurrence payable for
personal injury or death arising out of per occurrence. The general aggregate limit will apply
separately to the Lease and not be less than two million dollars $2,000,000) per location from use
of the Premises or the Tenant's performance of its obligations under this Agreement.
• Tenant Discrimination: Insurance shall cover tenant discrimination claims. The City shall be named as an
additional insured using an additional insured endorsement to a separate Tenant Discrimination policy of
insurance or a Commercial General Liability policy specifically endorsed to cover third party tenant
discrimination claims. Insurance shall be written with limits of no less than $2,000,000 per claim and
$2,000,000 policy aggregate limit.
• A Renters Insurance Personal Property policy covering tenant improvements, alterations, and
any and all furniture, fixtures, equipment, inventory, and other property in or around the Premises
FUSION— 612 9' Street SE, Auburn —LEASE AGREEMENT- Page 3 of 20
which is not owned by the City for one hundred percent (100%) of the current replacement cost
of such property.
The general liability policy shall name the City of Auburn, its officers, officials, employees, and
agents as additional insured with respect to liability arising out of the Tenant's use of the Premises and
shall not exclude any reasonably anticipated peril related to the Tenant's use of the property such as
criminal activity, alcohol/drug use, or assault and battery. Tenant shall provide the City with a
certificate of insurance naming the City of Auburn as additional insured prior to the Commencement
Date of this Lease.
Insurance coverage shall not be suspended, voided, cancelled, or reduced in limits until after forty-
five (45) days prior notice is provided to the City. The failure to maintain the insurance coverages of
the amounts listed above shall be a breach of this Lease and may result in a default and eviction by
the City.
10. HAZARDOUS MATERIALS. The Tenant shall not keep on the Premises any item of a dangerous,
flammable or explosive character that might unreasonably increase the danger of fire or explosion on
the Premises or that might be considered hazardous or extra hazardous by any responsible insurance
company.
11. UTILITIES. Tenant shall be responsible for arranging for and timely paying for all utility services
required on the Premises, which shall be in the Tenant's name; provided, water service for the
Premises shall be in the name of the City. Water bills shall be mailed to the Tenant, and failure of the
Tenant to pay any water bill shall be a breach of this Lease. The Tenant has signed the Tenant Release
Form, attached hereto as Exhibit B and incorporated by reference, authorizing the water bills to be
mailed to the Tenant.
12. REPAIR AND MAINTAINANCE OF PREMISES. The City agrees to keep the premises clean
and fit for human habitation and to comply with all state and local laws regarding maintenance and
repair of the premises. The Tenant shall immediately notify the City of needed repairs.
Tenant agrees to keep the Premises as clean as the conditions of the Premises permit, to comply with
all duties imposed on the Tenant by state and local law and not commit or suffer to be committed any
waste on the Premises. The Tenant shall be solely responsible for, at its expense, all janitorial services
and supplies necessary to properly keep the Premises clean. In addition, the Tenant shall notify the
City of any material damage and be solely responsible for the repair to the premises within a
reasonable period of time for any damage to the premises caused by the Tenant's acts or neglect,
or caused by any invitee, licensee, subtenant, subtenants invitee, or any other person acting under
the control of the Tenant. The Tenant shall notify permit inspection by the City upon completion of
any repairs.
Tenant shall maintain all landscaping consistent with the standards set in the Auburn City Code and
in a neat and orderly condition. All lawn areas shall be neatly mowed, and trees and shrubs shall be
neatly trimmed. As part of its obligation, Tenant shall not remove any trees, ground cover or shrubbery
without the City's consent. The Tenant is also not obligated to water the lawn.
FUSION— 612 91 Street SE, Auburn — LEASE AGREEMENT- Page 4 of 20
If, after twenty (20) days' notice from the City, Tenant fails to maintain the landscaping or repair.
damage that the Tenant is responsible for under this section, the City may, but shall not be obligated
to, enter upon the Premises and perform such maintenance or repair, and Tenant agrees to pay the
costs thereof plus a ten percent (10%) administrative fee to City upon receipt of written demand.
13. SERVICE OF NOTICES. All notices required by this agreement and applicable state or local law
to be served by the Tenant upon the City shall be mailed or emailed to the following address:
CITY I TENANT
Legal Department
Real Estate Division
25 W Main
Auburn, WA 98001
Jamdt@aubumwa.gov
With Conies to
City Attorney's Office
25 W Main
Auburn, WA, 98001
JWhalen@aubumwa.gov
Fusion
Attn: David Harrison
1108 S 322°d Pl
Federal Way, WA 98003
david.harrison@fiisionhousing.org
All notices required by this agreement and applicable state or local law to be served by the City upon
the Tenant shall be mailed or emailed to the email or address listed above and personally delivered
and left at the Premises with a person of suitable age. If no one of suitable age is home, a copy of the
notice shall be posted in a conspicuous place on the Premises.
14. VACATING THE PREMISES. Upon terminating this agreement, the Tenant shall vacate the
premises, return all keys to the City, remove all personal property belonging to the Tenant and leave
the premises in the same condition as the Tenant found except for normal wear and tear.
15. ENTRY BY CITY. Except in the case of an emergency, the City shall only enter the Premises after
giving the Tenant two days' advance notice. The City shall only enter at reasonable times, for the
purpose of inspecting the Premises, making repairs or improvements, supplying necessary or agreed
services or showing the Premises prospective or actual purchasers, mortgagees, tenants, workers or
contractors.
16. COMPLIANCE WITH APPLICABLE LAWS & REGULATIONS. The Tenant shall not
knowingly commit or willfully permit to be committed on the Premises any act or thing contrary to the
laws, rules or regulations of any federal, state or local governmental authority. The Tenant specifically
agrees to comply and pay all costs associated with achieving such compliance.
FUSION— 612 9' Street SE, Auburn — LEASE AGREEMENT- Page 5 of 20
17. DAMAGE, DESTRUCTION & CASUALTY. Tenant shall promptly notify City of any damage to
the Premises resulting from fire or any other casualty including flood. If the Premises shall be
damaged by fire or other casualty, City may at its sole discretion, elect to promptly and diligently,
subject to reasonable delays for insurance adjustment or other matters beyond City's control restore
the structural components of the Premises. Such restoration shall be subject to modifications required
by zoning and building codes and other Laws. Upon the occurrence of any damage to the Premises,
Tenant shall assign to City all insurance proceeds payable to Tenant under Tenant's insurance
pertaining to all tenant improvements and fixtures in the Premises (but not Tenant's personal
property), and City shall repair any damage to the tenant improvements installed in the Premises and
shall return such tenant improvements to their original condition. Alternatively, City may elect,
according to the Residential Landlord Tenant Act, not to rebuild and/or restore the Premises and
instead terminate this Lease by providing Tenant 120 days' notice in writing of such termination. The
City shall not be liable for any interruption of Tenant's business due to any casualty. Any casualty
that shall cause the premises to be unhabitable as determined by the local governing authority shall
relieve the Tenant of their obligation to pay Rent as described in paragraph 3, but only for that amount
of time as the premises shall remain unhabitable.
18. QUIET ENJOYMENT. The Tenant, upon payment of all of the sums referred to herein as being
payable by the Tenant and the Tenant's performance of all the Tenant's agreements contained herein
and the Tenant's observance of all rules and regulations, shall and may peacefully and quietly have,
hold and enjoy said Premises for the term hereof.
19. RIGHTS AND REMEDIES. The rights and remedies under this lease are cumulative, and either
party's using any one right or remedy will not preclude or waive that party's right to use any other.
These rights and remedies are in addition to any other rights the parties may have by law, statute,
ordinance, or otherwise.
20. NO LIEN. Tenant shall discharge any mechanic's lien filed against the Premises within thirty (30)
days after the receipt of notice thereof, and shall promptly inform City of any such notice. If the lien
is not discharged within this period, City shall have the right, but not the obligation, to discharge the
lien by payment, bonding or otherwise, and the costs and expenses to City for doing so shall be paid
to the City by Tenant on demand as additional rent.
21. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by, through and
under the Laws of the State of Washington, m particular, the Residential Landlord -Tenant Act of
1973, RCW Chapter 59.18.
22. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason
and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the
application of the provision to other persons, entities or circumstances shall be affected thereby but
instead shall be enforced to the maximum extent permitted by law.
23. BINDING EFFECT. The covenants, obligations and conditions herein contained shall be binding
on and ensure to the benefit of the heirs, legal representatives, and assigns of the parties hereto.
24. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of
FUSION— 612 91 Street SE, Auburn —LEASE AGREEMENT - Page 6 of 20
reference only and they are not intended to have any effect whatsoever in determining the rights or
obligations of the City or Tenant.
25. NON -WAIVER. No indulgence, waiver, election or non -election by City under this Agreement shall
affect Tenant's duties and liabilities hereunder.
26. MODIFICATION. The parties hereby agree that this document contains the entire agreement
between the parties and this Agreement shall not be modified, changed, altered or amended in any
way except through a written amendment signed by all of the parties hereto.
CITY OF AUBURN
_
W44�
• Nancy g cus, ayor
Date: �.,, • 4 U • 2.5
Approved as to Form:
(f&!�
Paul Byrne,
Deputy City Attorney
STATE OF WASBINGTON )
) :SS
COUNTY OF KING )
I certify that I know or have satisfactory evidence that
Nancy Backus is the person who appeared before me,
and said person acknowledged that he signed this
instrument, on oath stated that she was authorized to
execute the instrument and acknowledge it as Mayor
and City Clerk of the City of Auburn to be the free and
voluntary act of such person for the gpMh2Aftgjes
mentioned in this instrument. wv�� Gok W®Odvll/'
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Printed Name : �O� ��1%"
Notary Public in and for the State hi)Va \\`e
Residing at: ,4vJ A
My appointment expires 1 2 2-024
TENANT
David Harrison,, Executive Director
Date: C i`
STATE OF WASH NGTON )
) :SS
COUNTY OF KING )
I certify that I know or have satisfactory evidence that
David Harrison is the person who appeared before
me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to
execute the instrument and acknowledge it as the free
and voluntary act of such person for the uses and
purposes mentioned in this instrument.
ignatu ,
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Printed Name
Notary Public in and fort a State of Washington
Residing at:
My appoint en expi
FUSION— 612 94 Street SE, Auburn — LEASE AGREEMENT - Page 7 of 20
State Of waSwagtOU
JODY L DAVISON
LICENSE # 35065
MY COMMISSION EXPIRES
MARCH 19, 2026
EXHIBIT A
DESCRIPTION OF UNIT
Address: 612 9' Street SE, Auburn, WA
Tenant: FUSION
1= New
2 = Good
3 = Fair
4 = Poor
(City Signature)
(Tenant Signature)
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CITY OF_
WASHINGTON
EXHIBIT B
TENANT UTILITY RELEASE FORM
MAIL OR FAX TO: The City of Auburn Finance Department 1 25 W Main Street, Auburn, WA 98001
Telephone 253-931-3038 1 Fax 253-876-1900 1 utilities@aubumwa.gov
FINANCE DEPARTMENT
UTILITIES DIVISION
TENANT RELEASE
Today's Date CITY OF AUBURN UTILITY ACCT#
Effective Date: (A 23 12 5 (Date tenant is moving in)
This must be completed, or the paperwork will not be processed. We do NOT back -date service.
Please add tenant to billing address: 612 9th Street SE, Auburn, WA 98001
Service Address
FOR OFFICE USE ONLY
Date Received
Received By
How Received
Garbage Container
Size, if applicable_
Tenant Name: Fusion/Friends United to Shelter the Indigent, Oppressed, and Needy, A Washington Corporation
aka FUSION
Tenant Billing Address: 1108 S. 322nd Place, Federal Way, WA 98003
Tenant Billing Address Tenant Cityl State/ Zip
Tenant Phone Number: 01011,v qbD lb9 V�6- Email: acc-,-
I understand that the utility bill will remain my responsibility, and I agree to pay it if my tenant does not, I understand
that utility billings are a lien against the property served and that failure to pay same will result in foreclosure of such
lien as prescribed by the laws of the State of Washington.
For accuracy of billing, it is my responsibility to notify you of vacancy or other changes in billing information as soon as
possible. If I fail to notify the City of changes in occupancy, it will be my responsibility to work out how the bill will be
prorated with my tenant.
I also understand that the utility bill will not be sent to the tenant until all accounts for this address are in good standing,
with all previous account balances paid. This additional tenant billing is accommodation to me, but I remain the party
with whom the City is contracting for utilities. 1131a accommodation is fo_r mg sole benefit and does not create a
r_nn+rar_tual relationship b_ etween the tenant and the City of Auburn.
I also understand that each time there is a change of tenants, I must renew this agreement. Each time I close an
account there will be a Final Bill Fee and each time I open a new account there will be a New Account Set -Up Fee.
These fees are listed at auburnwa.gov in the Utilities section. I further understand that if neither the tenant nor I pay
any unpaid bill on this account that no similar agreement will be allowed by the City of Auburn.
Josh Arndt - on behalf of the City of Auburn
Tr_opocyOwnerSignature Property Owner Print Name
Property Owner Address: 25 West Main Street Auburn, WA 98001
Property Owner Address Property Owner Cityl State 1 Zip
Property Owner Phone: "253.288.4325
Have you applied for your City of Auburn rental housing business license? D Yes D No
Property Owner 91-6001228 Property Owner jarndt@auburnwa.gov
Drivers License:
or Tax ID
'Required
Email Address:
EXHIBIT C
FOR REFRENCE ONLY
Docusign Envelope ID: CE1D440E-CDF544D9-811C-73996B67D4AF
CITY OF AUBURN
AGREEMENT FOR SERVICES
FUSION
THIS AGREEMENT made and entered into by and between the CITY OF AUBURN ('City'), a municipal
corporation of the State of Washington, and Fusion ("Provider"), whose address is 1505 S. 3281' Street, Federal
Way, WA 98003.
In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties
agree as follows:
Scope of Services
The Provider agrees to perform the tasks described in Exhibit "A" to this Agreement. The Provider will
be responsible for providing work products and services of a quality and professional standard acceptable
to the City. Without additional compensation, the Provider will correct or revise any negligent errors,
omissions or other deficiencies in any required plans, designs, drawings, specifications, reports and/or
other services, whether during or after the Term of this Agreement. The City's approval of Provider's
services will not in any way relieve the Provider of responsibility for service accuracy and adequacy.
Additional Services
The Parties will amend this Agreement if additional services are required beyond those specified in Exhibit
A and/or included in the compensation amount for this Agreement. An amendment must be written and
agreed to by the Parties before Provider performs any additional services, and it must specify the name,
scope, and payment terms for the additional services. If the time period for completing additional services
makes the advance signing of an amendment impractical, the Provider agrees to perform only the
additional services requested in writing by an authorized City representative pending the signing of an
Amendment as set forth in this Section. The invoice procedure for any additional services is described in
Section 4 of this Agreement.
Provider's Representations & Qualifications
The Provider represents and warrants that it has all the required licenses, certifications and qualifications
to perform the services in this Agreement. Provider represents that its signatory to this Agreement has the
requisite legal authority to bind Provider to the terms and conditions of this Agreement.
Compensation
a. As compensation for the Provider's performance of this Agreement, the City will pay the Provider
the fees and costs specified in Exhibit "A". The City's payments will fully compensate Provider
for work perfonned/scrvices rendered and for all labor, materials, supplies, equipment, overhead,
profit, and incidentals necessary for Provider to complete the work.
The Provider will submit quarterly invoices or statements to the City detailing the reporting
metrics found on Exhibit A tasks using the format, reporting requirements and template found in
Exhibit B. Upon its acceptance of the invoice or statement, the City will process it in its next
billing/claim cycle and will remit payment to the Provider (subject to any conditions or provisions
in this Agreement or an Amendment). This Agreement's number must appear on all submitted
invoices. Provider will submit copies of any documents supporting an invoice or statement to the
City upon request.
Contract Number IGF25.26101
Fusion
Page 1 of 11
Docusign Envelope ID: CE1D440E-CDF5-44D9-811C-73996B67D4AF
C. If the Provider fails to perform services or a unit of services as defined in the Scope of Services,
the City may withhold payment in the amount of such undelivered services as outlined in Exhibit
"A"
d. The Provider will pay all "out of pocket" expenses and will not be entitled to reimbursement from
the City except for specific services, items, or activities listed in Exhibit "A", Scope of Services
as reimbursable goods or services.
5. Equity and Inclusion Training
In July 2019, Auburn's City Council approved the Inclusive Auburn Initiative to eliminate systemic causes
of disparities, racial and otherwise in the City of Auburn; promote inclusion and create opportunities for
full participation for every resident and business in the City of Auburn; and reduce, and eventually
eliminate, disparities of outcomes in our community. The Human Services Program requires agencies
receiving funding to participate in annual equity and inclusion training for their program staff and
volunteers.
a. Training. The annual equity and inclusion training is expected to cover themes related to impacts
of institutional racism, power and privilege, or implicit bias.
b. Scheduling. City of Auburn Human Service staff will coordinate four training options throughout
the year that meet these education requirements. Program staff will need to register for training
options and provide verification of attendance no later than December 1 of each contract year or
program may not be eligible for full annual reimbursement. Verification of workshop submitted
to City Staff must include the following: Training session attended, program attendees, and hours
attended.
C. Alternatives. If the Providers utilizes in-house equity and inclusion training, approval is required
from Human Services staff to ensure training meets education goals. If the Provider utilizes a
third -party for training, approval is required from Human Services staff to ensure training meets
education goals and Provider agrees to incur associated costs of training.
6. Time for Performance. Term, and Termination of Agreement
a. The Provider will begin no work under this Agreement until authorized by the City in writing.
The term of this Agreement commences on the date that the last party signs it (as reflected on the
signature page). Once commenced, Provider shall complete the performance of all services in
Exhibit A, unless the Parties otherwise agree in writing. Reporting requirements, timeline as well
as report formats for all reports and reimbursement requests must be in the form as noted in Exhibit
B of this agreement.
b. Termination for cause. Either party may terminate this Agreement for cause with written notice
to the other party. A termination is "for cause" if a party substantially fails to perform in
accordance with the terns of this Agreement through no fault of the other party. The notice will
specify the termination reason(s) and its effective date. If the City terminates this Agreement for
cause, all City payments otherwise due to Provider will be suspended and the City will have no
further obligations to Provider.
a. Termination for Convenience. The City may terminate this Agreement for convenience upon at
least 7 days' written notice to the Provider. The notice shall contain the termination effective date.
If the termination is through no fault of the Provider, the City will compensate Provider for
Contract Number [GF25-26101
Fusion
Page 2 of 11
Docusign Envelope ID: CE1D440E-CDF5-44D9-811C-73996B67D4AF
services performed up to the termination effective date in accordance with the Exhibit 13
compensation rate. This compensation will fully satisfy the City's obligations under this
Agreement and will discharge the City from any further obligations and liabilities to the Provider
(including any Provider claims of anticipated profits or other consequential damages resulting
from the termination).
b. Upon receipt of any termination notice, die Provider will promptly discontinue all services and
deliver to the City all data, drawings, specifications, reports, summaries, and such other
information and materials the Provider has accumulated, prepared, or obtained in performing this
Agreement (whether fully or partially completed).
The rights and remedies in this Section do not exclude any other legal or equitable rights or
remedies available to the City.
Ownership and Use of Documents
The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials that the Provider creates or prepares in performing
this Agreement (the "Work Products"). The City may use these work products for any lawful purpose.
Provider acknowledges that this Agreement and the work products are public records subject to RCW
42.56 unless exempt from public records disclosure requirements. The Provider agrees to fully assist the
City in identifying, locating, and copying any records Provider possesses that the City determines in its
sole discretion are responsive to a Public Records request.
8. Records Inspection and Audit
All City payments are subject to adjustment for any amounts found upon audit or otherwise to have been
improperly invoiced. The City may inspect and audit any Provider records and books ofaccount pertaining
to any work performed under this Agreement for up to 3 years after the City's final payment to Provider.
If any litigation, claim, dispute, or audit is initiated before this 3-year period expires, Provider shall retain
all records and books of account for any work performed under this Agreement until final resolution of
any such litigation, claim, dispute, or audit.
9. Continuation of Pcrfonnance
If any dispute or conflict arises between the parties while this Agreement is in effect, the Provider agrees
to cooperate and continue in good faith toward successfid completion of its responsibilities under this
Agreement notwithstanding such dispute or conflict.
10. Independent Contractor
The Provider will perform the services as an independent contractor and will not be deemed by virtue of
this Agreement or the performance of it to be in a partnership, joint venture, employment, or other
relationship with the City. Nothing in this Agreement creates any contract relationship between the City
and the Provider's employees, agents, or subcontractors.
11. Administration of Agreement
This Agreement will be administered by David Harrison, on behalf of the Provider, and by the City
Mayor (or designee) on behalf of the City.
12. Notices
Notices or communications permitted or required under this Agreement will be written and delivered to
the following addresses:
Contract Number IGF25-2610]
Fusion
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Docusign Envelope ID: CE1D440E-CDF5-44D9-811C-73996B67D4AF
Notice to the City:
Human Services Department
City of Auburn
25 West Main St
Auburn, WA 98001-4998
Phone: 263.876.1965
Email: jdavison@auburnwa.gov
Notice to Provider:
David Harrison
Fusion
1505 s. 328" Street
Federal Way, WA 98003-9034
206.930.5988
I)avid.liarrison@ftisionhousiiig.org
Either party may change its above address by giving written notice to the other party. Notices to non-
parties will be delivered as designated by a party to, this Agreement.
13. Insurance
a. The Provider will, at its sole expense, procure and maintain for the duration of this Agreement, and
for 30 days.thereafter insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of this Agreement by the Provider, its
agents, representatives, or employees.
b. Provider's maintenance of insurance as required by the Agreement will not be construed to limit
the liability of the Provider to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
C. The Service Provider will obtain insurance of the types described below:
(i) Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage will be at least as broad as. Insurance Services Office (ISO) form
CA 00 01 (provider may use a substitute form providing equivalent liability coverage).
Provider will maintain automobile insurancewith minimum combined single limit for
bodily injury and property damage of $2,000,000 per accident.
(ii) Commercial General Liability insurance will be at least as broad as ISO occurrence form
CG 00 01 and will cover liability arising from premises, operations, stop -gap independent
contractors, products -completed operations, personal injuryAnd advertising injury, and
liability assumed under an insured contract. The City will be named as an additional
insured under the Provider's Commercial General Liability insurance policy with respect
to the work performed for the City using an additional insured endorsement at least as
broad as ISO Additional Insured endorsement CG 20 26. Commercial General Liability
insurance will be written with limits no less than $2,000,000 each occurrence, $2,000,000
general aggregate.
(iii) Worker's Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
(iv) Professional Liability insurance appropriate to the Provider's profession with limits no
less than $2,000,000 per claim and $2,000,000 policy aggregate limit.
Contract Number IGF25-26101
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d. For Automobile Liability and Commercial General Liability insurance, the policies are to contain
or be endorsed to contain that Provider's insurance coverage will be primary insurance as respects
the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City
will be excess of the Provider's insurance and will not contribute with it.
C. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have
a current A.M. Best rating of not less than ANTI.
f. The. Provider will furnish the City with original certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of this Agreement before commencement of
the work.
g. The City reserves the right to require that complete, certified copies of all required insurance
policies and/or evidence of all subcontractors' coverage be submitted to.the City at any time. The
City may withhold payment if the Provider does not fully comp lywith this request.
h. If the Provider maintains higher insurance limits than the minimums shown above, the City will
be insured for the full available limits of Commercial General_ and Excess or Umbrella liability
maintained by the Provider, irrespective of whether such limits maintained by the Provider are
greater than those required by this Agreement or whether any certificate of insurance furnished to
the City evidences limits of liability lower than those maintained by the Provider.
i. The provider will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Provider to maintain the insurance as
required will constitute a material breach of this agreetiuent, upon which the City may, after giving
five (5) business days' notice to the Provider to correct the breach, immediately terminate the
agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the City on demand, or at the
City's sole discretion, offset against funds due the Provider from the City.
14. Indemnificatioti/Hold Harmless
a. .Except for injuries and damages caused by the sole negligence of the City, the Provider will
defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless
from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees
and litigation expenses, arising out of or resulting from .the acts, errors, or omissions of the
Provider, its employees, agents, representatives, or subcontractors, including employees, agents,
or representatives of its subcontractors, made in the performance of this Agreement, or arising out
of worker's compensation,. unemployment compensation, or unemployment disability
compensation claims.
b. However, 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 Provider and
the City, its officers, officials, employees, and volunteers, the Provider's liability, including the
duty and cost to defend, hereunder shall be only to the extent of the Provider's negligence.
C. If is further specifically and expressly understood that this indemnification constitutes the
Provider's waiver of immunity under Industrial Insurance, Title 51 RCW,, solely for the purposes
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of this indemnification. This waiver has been mutually negotiated by the parties. The provisions
of this section will survive the expiration or termination of this Agreement.
d. The provisions of this section were separately and mutually negotiated by the
parties.
15. Assignment
Neither party to this Agreement may partially or wholly assign any right or obligation in it without the
other party's prior written consent. No assignment or transfer of any interest under this Agreement will
release the assignor from any liability or obligation under this Agreement or cause any such liability or
obligation to be reduced to a secondary liability or obligation.
16. Nondiscrimination
The Provider may not engage in any unfair practice identified in RCW 49.610..180 and/or 42 U.S.C. §2000e-
2 in the performance, of any services or activities under this Agreement (either directly or through
contractual, hiring, or other arrangements).
17. Amendment. Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or -term of this Agreement will be
valid or effective unless written and signed by the party to be bound (or the party's authorized
representative), specifying the nature_ and extent of such amendment, modification or waiver. Any waiver,
approval or acceptance, or payment by any party will not affect or impair that party's rights arising from
any default by the other party.
18. Parties in Interest
This Agreement will bind .(and its benefits and obligations will inure to) the parties and their respective
successors and assigns. This section will not permit any transfer or assignment otherwise prohibited by
this Agreement. This Agreement is for the exclusive benefit of the parties, .and it does not create a
contractual relationship with or exist for the benefit of any third party (including contractors, sub-
contractors and sureties).
19. Force Majeure
Delays in performing this Agreement will be excused to the extent caused by acts outside a party's control,
such as fires, cybedransomware attacks, earthquakes, floods, explosions, actions of the elements, riots,
mob violence, strikes, pandemics, labor strikes or lockouts, and state or federal government emergency
orders.
20. Applicable Law
This Agreement and the rights of the parties under it will be governed by the laws, regulations, and
ordinances of the City, King County, and the State of NVashington. Venue for actions involving this
agreement will be in the county where the property or project is located, or in King County if not site specific.
An applicable statute of limitation will commence no later than the Provider's substantial completion of
the services in this Agreement.
21. Captions. Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience
of reference only and will not act to limit the scope of their particular paragraph or section. Where
appropriate, the singular will include the plural (and vice versa), and masculine, feminine and neuter
expressions will be interchangeable. This Agreement has been drafted by mutual agreement of the parties,
and it will be interpreted and/or constructed without regard to its drafter.
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22. Severable Provisions
Each provision of this Agreement is intended to be severable. The illegality or invalidity of any provision
in this Agreement will not affect the validity of the Agreement's remaining provisions.
23. Entire Agreement
This Agreement (together with any subsequent amendments or addendums) contains the entire
understanding of .the parties regarding its subject matter, and it supersedes all prior oral or written
representations, agreements and understandings between the parties. No other oral or written
understandings regarding this Agreement shall bind any party.
24. Non -Availability of Funds
Every City obligation under this Agreement is contingent on the availability of appropriated or allocated
City funds. If funds required for the City's performance are not allocated and available, the City may
terminate this Agreement at the end of the available funding period and without the required Section 5
seven days' notice. The City will not be liable if it exercises this provision and will not be obligated or
liable for any future payments or damages as a result of termination under this Section.
25. Counterparts
This Agreement may be executed in multiple counterparts, with each counterpart being one and the same
Agreement, and the Agreement will become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and
year first set forth above:
CITY OF AUBURN FUSION
Ifnniset.
Naiicy'Backus, Mayor Signature
Date: 12/19/2024 Name: David Harrison
Title: CEO/Executive Director
Date: 12/19/2024
Approved as to form:
��nut ltp;u
nr� aa..
Paul�g3y e' , Deputy City Attorney
Contract Number [GF25-2610]
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Docusign Envelope ID: CE1D440E-CDF5-44D9-811C-73996B67D4AF
EXHIBIT A
Provider/Program:
Fusion
Support Services for families
experiencing homelessness.
Location/Mailing:
Site Address:
Mailing Address:
1505 S. 238'h Street,
1505 S. 23$'' Street,
Federal Way, WA 98003
Federal Way, WA 98003
Annual Funding:
2025:
2026:
Not to Exceed: $10,000
Not to Exceed SI0,000
Provider Contact/Title:
David Harrison
CEO/Executive Director
Phone/Email:
206.930.5988
David.harrison_@,fusionhousin>?.nr�
City Contact/Title:
Jody Davison
CDBG/fluman Service Program
Coordinator
Phone/Email:
253.876.1965
jdavison@aubum%va.gov
Locationrylailing:
Site Address:
Mailing Address:
t East Main St., 2°s floor
25 West Main St.
Auburn, WA 98002
Auburn WA 980014998
1. Project Summary:
Provider shall utilize City of Auburn funds to provide services that include support volunteer assistance
for seniors.
Contractors/Grant recipients are prohibited from making any program services, resources, assistance,'or
housing conditional on clients participating in any sort of religious activity. No funding provided through
the City may be used to support or engage in any explicitly religious activities, including activities that
involve overt religious content such as worship, religious instruction, or proselytization.
2. Performance Measures:
Outcomes;. the Provider agrees the services provided aim to meet the outcomes indicated.
Outcome 1: Program participants will move into permanent housing and remain there for at least 3
months after program exit.
• 95% of program participants will achieve this result
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Number Served - the Provider agrees to serve, at minimum, the following unduplicatcd number of Auburn
residents with awarded Human Services funds.
For the purposes of meeting outcomes, an Auburn resident is defined as an individual currently residing
within the city limits ofAuburn who seeks services and may lack stable or permanent housing. Verification
of residency may include a self -reported location during intake, where individuals can indicate their current
presence in Auburn, as well as documentation from local shelters or outreach programs that maintain
records of individuals accessing services. Additionally, data from the Homeless Management Information
System (HMIS), if utilized by the City can provide further confirmation of homelessness.
It is important to note that verification will not rely on the last zip code where the individual had stable
housing. Only individuals meeting this definition will be counted toward unit target outcomes and metrics.
Number of
Annual
V Quarter
2"d Quarter
3`d Quarter
41' Quarter
Unduplicated
Goal
(Jan -Naar)
(Apr -Jun)
(Jul -Sept).
(Oct -Dec)
Auburn Residents
Served
2025
56
14
14
14
14
2026
.56
14
14
14
14
Service Units - The Provider agrees to provide, at minimum, the following service units by quarter.
Service Unit 1: ,60 minute housing counseling sessions
Service Unit 1
Annual
Goal
1" Quarter
Jan-11'1ar
2"d Quarter
(Apr -Jun)
31 Quarter
Jul -Set
41" Quarter
Oct -Dec
2025
84
21
21
21
21
2026
84
21
21
21
21
3. Reporting Requirements:
All data/required forts shall be submitted using Excel template found and submitted via Share IApp
(instructions to be provided). Required forms shall be submitted quarterly and/or annually; 12', 2"d and 3`d
quarterly reports are due no later than the 15d' of the month following the end of each quarter, i.e. April 15,
July 15, and October 15.41h quarter reports are due no later than the first week of January in order to comply
with City end -of -year accounting procedures. City staff will communicate official January due date(s) during
the first week of December.
Quarterly Service Unit Report (clue with each submittal): Submitted Excel report uploaded through
SharelApp, data from this form will be used to tuck each program's progress toward meeting the goals
stipulated in the Scope of Services.
Reimbursement Request (due with each submittal): Included as the first page of the Excel form, this form
will serve as the invoicing mechanism for payment to your Provider/program. Reimbursement requests mast
be signed and uploaded through Share IApp.
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Annual Demographics Report (due 4'r' quartet): Submitted via Excel form, the Provider shall collect and
retain data requested on this form from persons served through this Agreement. Data should be tracked in an
ongoing manner and submitted annually in SharelApp (by January 15")
Annual Outcomes Report (due 4' quarter): Submitted via Excel form, data should demonstrate the
program's progress toward Outcomes specified in the Scope of Services. Outcome data shall be submitted in
SharelApp annually (by January 15").
Annual Equity Training Report (due 4'' quarter): Submitted via Word Document and should demonstrate,
date of training, training overview, staff in attendance, hours of training received. Training Report should be
emailed to Human Services staff in the quarter the training was completed, and no later than December 31.
4. Compensation:
The City will pay a fee to the Provider for services not to exceed $10,000 per year. The Provider agrees
that it will meet the specific funding conditions identified and acknowledges that payment to the Provider
will not be made unless the funding conditions and equity training component are met. Expenses must be
incurred prior to submission of quarterly reimbursement requests. 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 in the Service Unit Report.
The Provider shall submit reimbursement requests in the format requested by the City. Reimbursement
requests must be signed and completed with the Quarterly Report submitted through SharelApp: Zen ine
(zeng_inehq.corn
Estimated uarterly Reimbursement Schedule
Year 1
Annual Award
Year 2
Annual Award
Two Year
Contract Total
2025
$10,000
2026
510,000
$20,000
I" Qtr.
$2,500
1S1 Qtr.
$2,500
2nd Qtr.
$2,500
2nd Qtr.
52,500
Yd Qtr.
$2,500
Yd Qtr.
$2,500
4h Qtr.
$2,500
41I' Qtr.
$2,500
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EXHIBIT B
CITY OF AUBURN REPORTING DETAILS FOR HUMAN SERVICES ACTIVITIES
REPORTING TIMELINES
2025 Quarterly Reports due by:
Equity and Inclusion Form due:
2026 Quarterly Reports due by:
Equity and Inclusion Form dire:
Attached report examples:
1st Qtr. (January —March) due: April 15, 2025
2nd Qtr. (April --June) due:. July 15, 2025
3rd Qtr. (July— September) due: October.l5, 2025
4th Qtr. (October —.December) due: first week of January 2026
Quarter training completed, no later than December 31, 2025
1 st Qtr. (January — March) due: April 15, 2026
2nd Qtr. (April —June) due: July 15, 2026
3rd Qtr. (July— September) due: October 15, 2026
4th Qtr. (October -December) due:Arst Week of January 2027
Quarter training completed, no later than December 31, 2026
Quarterly Reimbursement Report (due each quarter)
Annual Demographics Report (due January 15th)
Annual Outcomes Report (due January 15th)
Equity and Inclusion Form (Qtr. training completed)
Quarterly Reports should be uploaded via SharelApp by the above due dates. City staff will be able to
review reports through that platform. Reporting Renuirements I Redmond_ WA
Report templates can be found at the link above.
To ensure prompt payment, please submit all required attachments by the dates listed above.
Contract Number [GF25-26101
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