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FISCAL SPONSORSHIP AGREEMENT This Fiscal Sponsorship Agreement ("Agreement") is made by and between Community Health of Central Washington ("Sponsor") and the following members the Kittitas County Health Network Steering Committee ("Committee"): Central Washington University, City of Ellensburg, HopeSource, Kittitas County Public Health Department, Kittitas Valley Fire and Rescue, and Southeast Washington Aging and Long Term Care. Sponsor is a Washington nonprofit corporation located in Yakima, Washington, qualified as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code ("IRC"). The Committee is an unincorporated nonprofit association established to oversee the affairs of the Project described below. RECITALS A. The Sponsor Board of Directors has approved the establishment of a restricted fund to receive donations of cash ("contributions") from the Committee designated for support of the project known as the Kittitas County Health Network (the "Project") and to make disbursements to Deborah Gauck Consulting ("Contractor") in furtherance of the Project's purpose to improve population health through cross-sector collaboration and systems integration. B . Sponsor desires to act as the fiscal sponsor of the Project, by receiving contributions identified for the purposes of the Project from the Committee and using them to pursue those purposes, which Sponsor's Board has determined will further Sponsor's health care goals. The Committee desires to oversee the Project on behalf of Sponsor. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Restricted Fund. Beginning on February 1,2017, each Committee member shall contribute $1,000 to Sponsor for the purposes of the Project. Sponsor shall place all contributions received by Sponsor from the Committee into a restricted fund to be used for the sole benefit of the Project's purpose. Neither party shall spend or otherwise obligate Sponsor to pay for an amount or amounts exceeding the balance in the restricted fund, nor shall either party authorize or permit anyone to do so. 2. Pertomlance of Projec t Purp os e. All of the contributions received by Sponsor from the Committee under the terms of this Agreement shall be devoted to the purpose of the Project, within the tax- exempt purposes of Sponsor. 3. Terminati on. This Agreement shall terminate on June 30, 2017. The balance of assets in Sponsor's restricted fund for the Project shall be transferred to another nonprofit organization that is tax-exempt under IRC Section 501(c)(3) and is willing and able to sponsor the Project ("Successor") at the end of the notice period or any extension thereof, subject to the approval of any third parties that may be required. Ifno Successor is found within a reasonable time, Sponsor may dispose of the Project assets in any manner consistent with applicable tax laws. Either party may terminate this Agreement, based upon a material breach of this Agreement by the other party, by giving ten (10) days' written notice to the other party, and any Project assets shall be disposed of at the end of the notice period in a manner consistent with the provisions stated above in this Paragraph. 4. M isce ll aneous . In the event of any controversy, claim, or dispute between the parties arising out of or related to this Agreement, or the alleged breach thereof, the prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys' fees and costs of sustaining its position. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision . This Agreement shall CHCW KCHN Fiscal Sponsorship Agreement