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HomeMy WebLinkAboutRes2014-018 Sponsored by: Hunt ivalp CITY OF SEWARD, ALASKA RESOLUTION 2014-018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA,APPROVING A CO-APPLICANT AGREEMENT BETWEEN THE SEWARD COMMUNITY HEALTH CENTER, INC. AND THE CITY OF SEWARD WHEREAS,the Seward City Council enacted Ordinance 2010-008 on December 13,2010, establishing the powers and duties of the Board of Directors("Board")charged with oversight of the newly established Seward Community Health Center; and WHEREAS,the City of Seward serves as co-applicant with the Seward Community Health Center (stand-alone 501(c)3 entity) as a federally qualified health center (FQHC), collaborating to improve access to primary health care in the community, pursuant to Section 330 of the Public Health Service Act (42 U.S.C. § 254b); and WHEREAS,the Seward City Council enacted Ordinance 2013-013 on December 16,2013, authorizing employees of the Seward Community Health Center to be non-PERS employees of the City for a limited time, amending portions of the City Code, and requiring the Board to enter into a Co-Applicant Agreement("Agreement") with the City of Seward; and WHEREAS, the Co-Applicant Agreement is established for the purpose of describing the relationship of the parties in the mutual operation of a federally qualified health center in accordance with Section 330; and WHEREAS, the Co-Applicant Agreement expressly provides for the provision that the Seward City Council and the Governing Board of the Seward Community Health Center review the status of the City employment of employees of the SCHC no later than three years from the effective date of this Agreement. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The Seward City Council hereby approves the Co-Applicant Agreement between the Seward Community Health Center, Inc. and the City of Seward, in substantial form as attached hereto. Section 2. The City Manager is hereby authorized to undertake any and all actions necessary to execute and implement the Agreement. CITY OF SEWARD, ALASKA RESOLUTION 2014-018 Section 3. If the Community Health Center Board wants to extend the employment arrangement with the City of Seward for Community Health Center employees,then the Community Health Center must request and obtain approval of the Seward City Council prior to February 1,2017 (3.4.2, 3.4.5, 3.4.6). Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 10th day of February, 2014. THE CITY OF SEWARD ALASKA 4412 /(si an Bardarson, Mayor AYES: Keil, Casagranda, Terry, Squires, Butts, Bardarson ....1 NOES: None ABSENT: None ABSTAIN: None VACANT: One ATTEST: t kel Pt iti /111,- Jo anna Kinn , CMC Ci y Clerk .• $$$$$$F SE.....40 4 � P0°�;:\ �a®0. : 0 •GO : • • o es r . i a SEAL •. --,- e • • • iiii - g'tirEO F P.P.••• . • COUNCIL AGENDA STATEMENT Meeting Date: February 10, 2014 From: James Hunt, City Manager Agenda Item: Co-Applicant Agreement with Seward Community Health Center,Inc. BACKGROUND&JUSTIFICATION: The City of Seward and the Seward Community Health Center Board (`Board") are co-applicants in the newly funded Section 330 federally qualified health center in Seward. On December 16, 2013, the City Council enacted Ordinance 2013-013, authorizing employees of the Seward Community Health Center ("CHC") to be non-PERS employees of the City for a limited time, amending portions of the City Code, and requiring the Board of the CHC to enter into a Co-Applicant Agreement("Agreement")with the City. The attached Agreement establishes the roles and responsibilities of the Board,the executive director, and the City of Seward, and expresses the following goals: cooperation rather than competition among healthcare providers to drive efficiency; City financial and administrative support to build a strong foundation for the newly-formed center and oversight of funding; operation of the CHC consistent with Section 330 requirements and the best interests of the community; and restricting the City's role to the highest level necessary to provide oversight without involvement in daily operations or management. The primary responsibilities of the Board include: selecting services to be provided; adopting policies and procedures; ensuring quality of care; providing a sliding fee discount program; evaluating CHC programs and services; approving annual budgets and grant applications, then submitting to City Council for approval; selecting, evaluating, dismissing the executive director; ensuring that adequate insurance coverage is in place for the CHC, employees, and the Board; and ensuring compliance with all applicable laws. The primary responsibilities of the Executive Director include: managing and supervising activities of the CHC including carrying out policies, procedures, and programs of the Board; negotiating and administering contracts; ensuring eligibility for Federal Tort Claims Act medical malpractice insurance coverage; coordinating with the city manager as to applicable City policies; informing the Parties of any new pertinent federal guidance; maintaining all licensing; and hiring, evaluating, managing, and terminating staff. The primary responsibilities of the City include: providing assistance to the CHC as approved by Resolution of the City Council; ensuring fiscal management and oversight of grant and local funds passed through the City to the CHC; approving grant applications as necessary; providing access to health insurance and retirement Plans; and approving the annual budget upon approval by the Board. The Agreement provides that employees are City employees subject to the Personnel Policies of the CHC as adopted by the Board. Employees are hired, fired, trained, supervised, disciplined and terminated by the Executive Director in accordance with the Personnel Policies. Employment in the CHC is at-will, and Personnel Policies include a grievance procedure, including the right to file a grievance against the Executive Director, which will be heard by the executive committee of the Board. Employees of the CHC are not entitled to participation in the Public Employees Retirement System, but are expected to participate in a deferred compensation-type plan, and are offered the same health insurance plan as other City employees, including the requirement to contribute a portion of the monthly premium. The pay schedule of the CHC will be approved by the Board. INTENT: The intent of this action is to establish the respective roles and responsibilities of the City,the Board, and the Executive Director of the CHC. Employees of the Seward Community Health Center are deemed to be employees of the City for a limited period of time, in order to provide a stronger foundation for the start-up of the CHC, with the employment status to be revisited by the City Council and the Seward Community Health Center Board. The employees of the clinic will be entirely subject to the personnel and employment policies of the SCHC rather than the City's personnel policies, and the SCHC will be solely responsible for all aspects of employment of SCHC employees, to include wage and salary structure (pay scale, merit increases, cola, etc.), personnel administration, hiring, training, supervision, discipline, grievances, termination, etc. Except as expressly provided in the Agreement, the City will not have any involvement in employment matters of the SCHC, including in the hiring of the executive director. CONSISTENCY CHECKLIST: Yes No N/A Comprehensive Plan(document source here).p. 12 "We value effective, accessible 1. and affordable healthcare"; "encourage cooperation between all healthcare X providers"; 2. Strategic Plan(document source here): X 3. Other(list): X ATTORNEY REVIEW: X Yes No FISCAL NOTE: The personnel costs associated with employees of the Seward Community Health Center will be costs borne by the Seward Community Health Center. While the City may assist with processing payroll and payables, all personnel and other costs paid on behalf of the SCHC by the City, will be assessed to the SCHC and are considered costs of the SCHC. Approved by Finance Department: RECOMMENDATION: Council approve Resolution 2014- approving a Co-Applicant Agreement between the City of Seward and the Seward Community Health Center,Inc. itimo CO-APPLICANT AGREEMENT BETWEEN SEWARD COMMUNITY HEALTH CENTER, INC.,and THE CITY OF SEWARD, ALASKA FOR THE MUTUAL OPERATION OF A FEDERALLY QUALIFIED HEALTH CENTER IN ACCORDANCE WITH SECTION 330 OF THE PUBLIC HEALTH SERVICE ACT, 420.3.C.82j4b SECTION 1. RECITALS. !.|. This Co-Applicant Agreement (the "Agreement") is for the purpose of maintaining a co- opp|ivant relationship for the mutual operation of a federally qualified health center in accordance with Section 330 of the Public Health Service Act, 42U.S.C. 8254h (^^8eohon 330"). 12 The facilities and operations that are supported by Bureau of Primary Health Care funds and are operated by the City of Seward, Alaska and the co-applicant Governing Board under the name of"Seward Community Health Center" comprise the "Health Center" for purposes of this Agreement. 1.3. Seward Community Health Center, Inc., the Health Center's governing board (the "Governing Board") is a separate, non-profit corporation which meets the requirements of Section 330 and is the Co-Applicant board providing the required community-based governance for the Health Center. 1.4. The City of Seward, Alaska("City") is the Section 330 grantee, a local government entity governed by the Seward City Council ("City Council") and is a home rule City of the State of Alaska providing general government services for the City, including management of public health facilities, per Chapter 16 of the Seward City Charter. 1.5. The Governing Board and City have been awarded a New Access Point Grant as a Federally Qualified Health Center in accordance with a Notice of Award issued by the United States Department of Health & Social Services, Health Resources and Services Administration, establishing a pr ject period of November 1, 2013 through January 31, 2016. 1.0. The Health Center's Governing Board and the City (the "Parties") enter into this Agreement is order to: advance the Health Center's mission to provide accessible primary health care to the medically underserved population in the region through a partnership of community resources; to preserve the local partnership which founded the Health Center; and to set forth their respective roles and responsibilities to govern and operate the Health Center in accordance with applicable law and policies 1.7. The Parties mutually agree that the Public Entity Model (which establishes the Co- Applicant partnership between the City and the Governing Board) is deemed by the Co-Applicant Agreement- Page I II Mil Parties to be the operating model which best accomplishes the following mutually desired goals: 1.7.1. Requires cooperation rather than competition among the community's healthcare providers, creating partnerships to drive a more efficient healthcare delivery system and strengthen safety net programs; 1.7.2. Provides City financial and administrative support to build a strong foundation for the newly-formed community health center; 1.7.3. Provides City financial oversight of funding that flows from the City to the health center, including the Section 330 federal grant funding; 1.7.4. Provides the City with a means to ensure that the Governing Board operates the Health Center consistent with the requirements of Section 330 and the overall best interests of the community; 1.7.5. Restricts the City's role in the operation and management of the Health Center to the highest levels necessary to provide legally required and appropriate oversight, without involvement in daily operations or management of the Health Center. Therefore, the Parties mutually agree to the following: SECTION 2. DEFINITIONS. 2.1. "Agreement" means this Co-Applicant Agreement. J 2.2. "City Council" means the Seward, Alaska City Council. 2.3. "Council Members" means the City of Seward, Alaska City Council Members 2.4. "Coordinating Committee" means a committee composed of one member each of the Governing Board; the City Council; the Health Center Executive Director; and the City Manager, or their respective designees. 2.5. "City" means the political subdivision of the State of Alaska incorporated as the City of Seward, Alaska. 2.6. "DHHS" means the United States Department of Health and Human Services. 2.7. "FTCA" means the Federal Tort Claims Act. 2.8. "Governing Board" means Seward Community Health Center, Inc., an Alaska non-profit organization that is the co-applicant governing board providing the community-based governance for the Health Center in accordance with the requirements of Section 330. 2.9. "Health Center" means the facilities and operations that are supported by Bureau of Primary Health Care funds and are operated by the Co-applicant Governing Board under the public name "Seward Community Health Center." Co-Applicant Agreement-Page 2 2.10. ^^HRS/\" means the federal Health Resources and Services Administra inn. 2.11. "Parties" means Governing Board and the City. 2.12. "Public Entity Model" refers to a partnership between a public entity and a co-applicant, where the public entity is the licensed provider of services and receives the Section 330 grant from HRSA, and collectively, the two entities meet all other Section 330 requirements and are referred to as the "health center." 2.13. "Section 33O`' means the Section 330 of the Public Health Service Act, 42 U.S.C. § 254b. SECTION 3. GOVERNING BOARD: ROLES AND RESPONSIBILITIES 3.1. Composition. The Governing Board shall comply with the composition and selection requirements of Section 330 and implementing regulations as set forth in the Governing Board Bylaws. 3.2. The Governing Board shall exercise the following authorities and responsibilities of a co- applicant set forth in Section 330 and implementing regulations and policies. 3.2.1. The Governing Board shall select the services to be provided and adopt health care policies including the scope and availability of services to be provided, the location and hours of operation and quality-of-care audit procedures. � 3.2.2. The Governing Board shall adopt a policy for eligibility for services, including criteria for a schedule of discounts on charges for services provided to uninsured and underinsured patients with annual incomes at or below 200% of the federal poverty guidelines, with nominal fees for patients with income less than or equal to 100Y6 of the federal poverty guidelines. 3.2.3. The Governing Board shall evaluate Health Center activities including service utilization patterns, productivi{y, patient xutiafhotion, achievement of program objectives, and development of a process for hearing and resolving patient complaints. 3.2.4. The Governing Board shall approve the annual operating and capital budget in accordance with Section 330 requirements and City policies. The overall plan and budget shall be prepared under the Governing Board's direction by the Health Center's management team and the Finance Committee of the Governing Board. 3.2.5. The Governing Board shall submit an annual budget for the health center to the City Council for approval, as a co-applicant requirement of Section 330. The Board shall submit the budget no later than October 1 of each year, for the following year. If the Board unreasonably fails to approve an annual budget, the City may still submit the annual funding request under Section 330 of the Federal Public Health Service Act. No budget shall become effective without City Council approval. Co-Applicant Agreement- Page 3 3.2.6. The Governing Board shall approve Section 330 and related grant applications. ~-- 3.2.7. The Governing Board shall have the sole authority to select, evaluate (at least annually) and dismiss the Health Center's Executive Director. 3.2.8. The Governing Board shall assure that the Health Center is operated in compliance with all applicable Federal, State and local laws and regulations. 3.2.9. The Governing Board shall evaluate the Health Center's achievements at least annually, and shall use the knowledge gained thereby to revise the Health Center's goals, objectives, plan and budget as necessary and appropriate. 32.10 The Governing Board shall have other authorities and responsibilities which are required by Section 330. 33. Executive Director. The Executive Director shall be the chief executive officer of the Health Center and shall be subject to the direction and supervision of the Governing Board. 3.3.1. The Executive Director shall have responsibility for the management, supervision, and direction of the Health Center's affairs in furthering policies, procedures and programs established by the Governing Board. 3.32 The Executive Director shall have the authority to negotiate, execute and administer all contracts for goods and services required for the Health Center. All major purchases (defined as a single iteon exceeding $50,000) shall be made in accordance with competitive procurement Ordinance and purchasing policies of the City except governing board approval would replace City Council approval. 3.3.3. The Executive Director shall assure that the Health Center becomes and remains eligible for Federal Tort Claims Act ("FTCA") coverage. 3.3.4. The Executive Director shall coordinate with the City Manager or the manager's designee on administrative actions pursuant to applicable City policies (i.e. purchasing po|icirx, grant reporting requirements). 3.3.5. The Executive Director shall bring any and all new federal guidance pertaining to this Agreement to the attention of the Parties. 3.3.6. The Executive Director of the Health Center shall ensure that the Health Center maintains all licenses, permits, certifications and approvals necessary and appropriate for the operation of the Health Center and ensure that all employees who work at or for the Health Center apply for and maintain all professional licenses and certifications necessary and appropriate. 3.4. The l-Iealth Center will work closely and cooperatively with the City as co-applicants of Section 330 federal grant funding. The City Council and the Governing Board have Co-Applicant Agreement- Page 4 agreed that it is mutually beneficial for the employee of the Health Center to be deemed to be City employees for a limited period of time. Therefore, the issue of employment will be reconsidered by the parties no later than three years from the effective date of this Agreement, and the following shall apply: 3.4.1. To the extent the Health Center requests administrative assistance from the City and such is approved by Resolution of the City Council, the Health Center shall comply with applicable administrative, fiscal, risk management and human resource policies of the City. Pursuant to City fiscal policies, the Governing Board shall be responsible for maintaining a balanced budget. 3.4.2. For a period of no longer than three years, Health Center staff, including the Executive Director, shall be City employees subject solely to the Personnel Policies of the Seward Community Health Center, as approved by the Governing Board. The Health Center is fully and solely responsible for all aspects of employment, including payroll administration, hiring, training, supervision, discipline, grievances, and termination, in accordance with the Personnel Policies adopted by the Governing Board. 3.4.3. The Health Center may adopt provisions of the City of Seward's personnel ordinances as components of its employment policies and procedures, subject to approval of the Governing Board. 3.4.4. The Health Center will maintain health insurance, liability insurance and workers' him compensation insurance coverage for so long as health center employees remain City employees. 3.4.5. For a period of no longer than three years, Health Center staff may be eligible to participate in City employee benefit plans authorized by the Governing Board, with the exception that they are expressly prohibited from participating in the Public Employees Retirement System. 3.4.6. For a period of no longer than three years, Health Center Staff are expressly considered to be City employees for the purpose of participating in health insurance coverage and retirement plans other than the Public Employees Retirement System, although the Health Center may also pursue an alternate retirement defined contribution plan, if necessary. 3.4.7. The Governing Board of the Health Center shall have exclusive responsibility for hiring, evaluating, managing, and terminating the Executive Director. 3.4.8. The Executive Director of the Health Center shall be appointed by the Governing Board and shall serve at the sole pleasure of the Governing Board. 3.4.9. All employees of the Health Center, including those serving under individual employment contracts (e.g. physicians) shall be appointed by the Executive Co-Applicant Agreement- Page 5 Director of the Health Center and shall serve at the pleasure of the Executive -- Director. Health Center employees have all the rights afforded them under the Seward Community Health Center Personnel Po|icics, as approved by the Governing Board, and as amended from time to time. SECTION 4. THE CITY AND CITY COUNCIL: ROLES AND RESPONSIBILITIES. 4.1. Retention of Authorities. The City Council and the City Manager shall retain all authority not delegated to the Governing Board by federal law or through the terms of this Agreement. 4.2. City Administrative Policies and Resources. 4.2.1. The City may provide general administrative services to the Health Center, such as accounting services, risk management services, personnel assistance, etc., subject to approval by the Seward City Council by Resolution 4.2.2. The City shall provide, without limitation, fiscal management and oversight of grant and local funds passed through the City of Seward, in accordance with applicable law and City policies. 4.2.3. The City will treat the Health Center as a separate accounting fund of the City (the "Community Health Center Fund") for purposes of accounting for and segregating the Health Center's funds. The City will deposit money from the awl City's General Fund into the Health Center Fund annually, in amounts approved by the City and consistent with the annual operating and capital budgets approved by the City and the Governing Board. The Community Health Center Fund will also include and account for the federal grant funds that the City receives as the Section 330 grantee. 4.2.4. The City Council shall be responsible for adopting the Health Center's annual operating and capital budgets as finally approved by the Governing Board; the City Council may not unilaterally revise a budget approved by the Governing Board or approve an alternate budget for the Health Center without review and final approval by the Governing Board, with subsequent follow-up by the Council in accordance with Seward City Code 2.40.030(a). 4.2.5. The City may provide human resource services to the Health Center, including advertising, compiling applications, notifying applicants as requested by the Executive Dircutor, drug and background tests, filing applications, etc. if approved by the City Council by Resolution. 4.2.6. The City may provide risk management oversight and services, and insurance for the Health Center, the Health Center's employees and the Governing Board to [o'App|icvntAgrocmrn/' Page 6 cover liabilities for each of them not otherwise covered or preempted by the RCA. 4.2.7. The City may provide legal consultation to the Health Center and the Governing Board, but the Governing Board shall be free to retain separate counsel. 4.2.8. The Health Center, out of its Community Health Center Fund, shall pay for or reimburse the City for the services and the insurance coverage that the City may provide to the Health Center under this Agreement, including general administrative services, human resource services, accounting services and legal ve,vices, to the extent that cash is available for this repayment. The amount to be paid or reimbursed by the Health Center shall constitute the Heath Center's pro- rata share of the cost of such services, all in accordance with the annual budgets for the Health Center that are approved by the City and the Governing Board. SECTION 5. PARTIES' AGREEMENT TO PARTICIPATE IN COORDINATING COMMITTEE. 5.1. For purposes of irnp|cmcndng, amending, or renewing this Agreement, the Parties agree to participate in a Coordinating Committee comprised of one member each of the Governing Board, the City Council, the Health Center Executive Director, and the City Manager, or their respective designees. 5.2. Meetings may be called by any one member of the Coordinating Committee and may be held telephonically or electronically. SECTION 6. TERM OF AGREEMENT. 6.1. The Agreement shall remain in effect during the project period ofcuch Section 330 grant award and shall remain in effect until terminated in accordance with the terms of Section 7. 6.2. Subject to any Federal and/or state regulatory approval which might be required to terminate the operation of the Health Center, nothing in this Agreement is intended to require, nor should be construed to require, that the Health Center remain in operation, or that the City apply for any grant funding, including continued Section 330 funding for the Health Center. SECTION 7. TERMINATION OF AGREEMENT. 7.1. Immediate Termination. This Agreement shall terminate immediately upon the effective date of any termination of City's Section 330 grant (without renewal), or upon the loss of any license, permit or other authorization required by law or regulation for operation of the Health Center. 7.2. For Cause Termination. Subject to Section 7.5, any of the Parties may terminate this Agreement for cause in the event that another Party fails to meet its material obligations Co-Applicant Agreement-Page 7 under this Agreement. Such termination shall require ninety days' prior written notice of intent to terminate, during which period the Party that has failed to meet its material obligations may attempt to cure such failure. If the material breach is cured within the ninety day period, termination shall not occur. If the Parties do not agree that a breach of a material obligation has occurred or that such a breach has been satisfactorily cured, the Parties shall submit their claims to a mutually-approved independent mediator, as set forth in 7.4` who shall attempt to assist the Parties in resolving their disagreement. 7.3. Termination for Mutual Convenience or Without Cause. This Agreement may be terminated upon the written agreement of both Parties, subject to Section 7.5. In addition, any of the Parties may terminate this Agreement without cause upon giving one hundred and eighty (180) days' prior written notice to the other Party. 7.4. In the event either Party gives notice of intent to terminate this Agreement and the other Party does not concur, the Parties shall submit too review by a mediator to determine if issues leading to termination can be resolved. The mediator shall be chosen by a process in which all Parties first attempt to concur in the selection. In the event concurrence cannot be reached, the City Human Resources Officer shall prepare a list of five independent mediators and each of the Parties shall strike one name until one remains who shall serve as mediator. 7.5. Termination Contingent upon HRSA Approval. Termination under Sections 7.2 or 7.3 shall not become effective unless and until HRSA issues its written approval of such e U SECTION 8. NOTICES. All notices permitted or required by this Agreement shall be deemed given when in writing and delivered personally or deposited in the United States Mail, first class postage prepaid, Certified and Return Receipt Requested, addressed to the other Party at the address set forth below, or such other address as the Party may designate in writing. For Governing Board: Chairperson and Executive Director Seward Community Health Center, Inc. P[) Box 2895 417 Avenue Seward, AK 99664, and For City: City Manager P(J Box |67 410 Adams Street Co-Applicant Agreement-Page 8 m�n Seward, AK 99664 SECTION 9. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective transferees, successors and assigns, provided that neither Party shall have the right to assign, delegate or transfer this Agreement, or its rights and obligations hereunder, without the prior written consent of the other Parties. SECTION 10' AMENDMENTS TO COMPLY WITH LAW. 10.1. In the event that any one or more provisions of this Agreement are deemed null, void, illegal or unenforceable, or should any part of this Agreement cause the Governing Board or the City (as co-applicants) not to comply with Section 330, the Parties agree to attempt to amend this Agreement as reasonably necessary to achieve legal compliance. 10.2. In the event that no such amendments or agreements for amendments can reasonably be made, this Agreement shall immediately terminate. SECTION 11. ENTIRE AGREEMENT; AMENDMENTS. 11.1. This Agreement, City Ordinance 2013-013, the New Access Point Grant Application, and the New Access Point Grant Award issued by HRSA, and the provisions of the Health Information Portability and Protection Act (B1P9&) respecting the confidentiality of Lpatient rcoordn, constitutes the entire agreement between the Parties and supersedes all prior written and oral agreements among the Parties relating to the subject matter hereof. No statements, promises or inducement made by any party or by agents of any of the parties which are not contained in this Agreement shall be valid or binding. 11.2. This Agreement shall not be enlarged, modified or otherwise altered without the written agreement of all Parties. The Parties may adopt, from time to iinoc, supplemental or additional agreements which co|n,&c, modify or otherwise alter this agreement. Being the persons duly authorized to sign this Agreement and thereby bind the above-named Parties, we do hereby affix our signatures on this, the day of , 2014. SEWARD COMMUNITY HEALTH CENTER, INC. (GOVERNING BOARD) By: Patricia Beals Its: Chairperson tow Co-Applicant Agreement- Page 9 CITY OF SEWARD By: James Hunt Its: City Manager Attest: Johanna Kinney, CMC, City Clerk SEAL: j Co-Applicant Agreement- Page 10