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HomeMy WebLinkAboutAG 17-020I I RETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD /CS 2. ORIGINATING STAFF PERSON: _SARAH BRIDGEFORD 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2651 3. DATE REQ. BY: RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: FOOD & CLOTHING BANK 6. NAME OF CONTRACTOR: _MULTI- SERVICE CENTER ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE x ALL OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2017 COMPLETION DATE: 12/31/2018 9. TOTAL COMPENSATION $_64,000.00 (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 BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001 - 7300 - 083 - 562 - 10-410 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 1/5102=/ a— DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE REVIEWED t7)-./ Jz /z 't /iG Ntc- 4(4111- INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED IOW J i i AG v DATE SENT: `CITY OF Federal Way January 5, 2017 Multi- Service Center Attn: Terri Turner PO Box 23699 Federal Way, WA 98093 Dear Terri Turner: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com Jim Ferrell, Mayor Enclosed with this letter is the Human Services General Fund Agreement for 2017 -2018 between the City of Federal Way and Multi- Service Center for the Food and Clothing Bank program. This agreement covers a two -year period. Reimbursement of your program's expenses under this agreement will depend on completion of the performance measures outlined in Exhibit A of the agreement. Please have the agreement signed and notarized and return it to the City accompanied by the following documentation: • Proof of Signature Authority. See the enclosed, "Proof of Signature Authority Requirement," for an explanation of required documentation. • Authorized Signatures for Invoices. The individual who signs the contract must also sign the enclosed form authorizing additional person(s) from your agency to sign Reimbursement Requests (those individuals must also sign the form). • Insurance Certificate. Proof of insurance must be submitted with the signed agreement as outlined in Section 6. Insurance. A checklist of required documents is enclosed for your convenience. Upon receipt of the signed agreement with the required documents, the City will execute the agreement. One executed copy will be returned to you with your notification to proceed. Please return the signed, notarized contract and other required documents as soon as possible. Reimbursement may be requested for costs incurred as of the start date set forth on the first page of the enclosed agreement. Project costs incurred prior to the start date cannot be reimbursed. Please refer to the contract for due dates for quarterly reports and billing. Quarterly reports will be submitted online via the Sharelapp web site. Your staff will receive instructions on how to access and complete the online forms. If you have any questions regarding your contract, please contact me at (253) 835 -2651 or by e -mail at sarah. bridgeford cityoffederalway.com. The City of Federal Way is pleased to be a partner with you in serving Federal Way residents. Sincer Sarah Bridgeford CDBG/ Human Services Coordinator Enclosures (4) 44CITY OF 1•.- Federal Way HUMAN SERVICES AGREEMENT FOR FOOD AND CLOTHING BANK CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Multi- Service Center, 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: MULTI - SERVICE CENTER: Terri Turner P.O. Box 23699 Federal Way, WA 98093 (253) 838 -6810 (telephone) territ@mschelps.org CITY OF FEDERAL WAY: Sarah Bridgeford 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) Sarah.Bridgeford@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2017 and terminating on December 31, 2018 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. 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 4/2015 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 Human Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10 %) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney' s fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. HUMAN SERVICES AGREEMENT 2 - 4/2015 ` CITY OF CITY HALL L, Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaiway com 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney' s fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer' s liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Agency' s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City' s recourse to any remedy available at law or in equity. The Agency' s insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency' s insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency' s insurance policies are "claims made," Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available 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 4/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera /way com 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 - 4/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com 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, govemed 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 4/2015 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederolway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: 3// 7 MULTI - SERVICE CENTER: Printed Name:�PNek• j r22A1_ Title: DATE: I jtql1 ATTEST: .01A, Ali lerk, Stephanie Co APPROVED AS TO FOR MC Acting City Attorney, J. Ryan Call STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before mee I +�' R (r C , to me known to be the C0° of AZ �1�7' -�P�V 1c p cutly _ that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this JC( day of ,(,_Ci{ , 20/P. KRISTIN LOGUE NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES JUNE 19, 2017 assissessesenssest Notary's signature /I i Notary's printed name r15 • n Notary Public in an for the State f Washington. My commission expires up i►7 HUMAN SERVICES AGREEMENT 6 4/2015 ..,,,'. i.... P 1.1.'7.)TV;v!r.',Ak.,..' '40 3TATZ Vecleral Way EXHIBIT A SERVICES Project Summary CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com The Agency shall provide nutritious food to people 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: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1st Quarter JAN. — MARCH 2 "d Quarter APRIL — JUNE 2nd Quarter APRIL — JUNE 4th ter Quarter OCT. — DEC. 3rd Quarter JULY — SEPT. 4th Quarter OCT. — DEC. Total No. of unduplicated Federal Way persons assisted in 2017 50 50 50 75 50 200 No. of unduplicated Federal Way persons assisted in 2018 2018 50 50 50 50 200 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: C. Definition of Services 1. Food: One service unit is equal to one household visit to the Food Bank. A family of three receives about 40 pounds of food each visit, or about 30 meals (a family of three eating three meals per day would have about three days of food). HUMAN SERVICES AGREEMENT 1 HSA Exh 1/2017 1St Quarter JAN. — MARCH 2 "d Quarter APRIL — JUNE 3rd Quarter JULY — SEPT. 4th ter Quarter OCT. — DEC. Total 2017 1. Food 75 75 75 75 300 2018 1. Food 75 75 75 75 300 C. Definition of Services 1. Food: One service unit is equal to one household visit to the Food Bank. A family of three receives about 40 pounds of food each visit, or about 30 meals (a family of three eating three meals per day would have about three days of food). HUMAN SERVICES AGREEMENT 1 HSA Exh 1/2017 CITY OF Federal Way D. Performance Measure(s) CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederaiway com Outcome(s) to be reported: 1. Individuals and/or families will have increased access to food and clothing. 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 1/2017 4ACITY OF ■._ Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cllyoffederaiway.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. The Agency agrees to use updated Income Guidelines which will be provided by the City. King County FY 2016 Income Limits Summary Median Income King County FY 2016 Income Limit Category 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons $90,300 Extremely Low (30 %) Income Limits $19,000 $21,700 $24,400 $27,100 $29,300 $32,580 $36,730 $40,890 Very Low (50 %) Income Limits $31,650 $36,150 $40,650 $45,150 $48,800 $52,400 $56,000 $59,600 Low (80 %) Income Limits $48,550 $55,450 $62,400 $69,300 $74,850 $80,400 $85,950 $91,500 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 1/2017 QTY OF 44• � Federal Way EXHIBIT B COMPENSATION Project Budget CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Agreement shall not exceed Sixty -Four Thousand and 00 /100 Dollars ($64,000.00). A. City of Federal Way Funds 2017 2018 City of Federal Way General Fund: $32,000.00 $32,000.00 Total City of Federal Way Funds: $32,000.00 $32,000.00 B. Line Item Budget 2017 2018 Personnel Services (detail below) $21,715.00 $21,715.00 Office or Operating Supplies $37,963.00 $21,715.00 Rent & Utilities $1,860.00 $1,860.00 Communications Travel and Training Other: Direct Client Aid $4,525.00 $4,525.00 Other: Repair/Maintenance $2,300.00 $2,300.00 Client Travel Administration (Overhead) $1,600.00 $1,600.00 Total City of Federal Way Funds: $32,000.00 $32,000.00 C. Personnel Detail Position Title Position Full Time Equivalent Annual Salary and Benefits HS Funds Daily Operations .57 $37,963.00 $21,715.00 Total: $37,963.00 $21,715.00 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 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 January 8; 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 supporting documents for the billing period. HUMAN SERVICES AGREEMENT 4 HSA Exh 1/2017 Federal Way Estimated Quarterly Payments: 2017 1st Qtr $ 8,000.00 2nd Qtr $8,000.00 3rd Qtr $8,000.00 4th Qtr $8,000.00 2018 1St Qtr $ 8,000.00 2nd Qtr $8,000.00 3rd Qtr $8,000.00 4th Qtr $8,000.00 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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. The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the 2009 Human Services General Fund Allocation Process including: HUMAN SERVICES AGREEMENT - 5 HSA Exh 1/2017 cIry of Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 . WWcitvoffederalwnycam Proof of Signature Authority Requirement Agencies must submit documentation that the person signing the contract has the authority to do so. This proof of signature authority must contain both of these elements: 1. Official documentation (bylaws, minutes, etc.) that shows the Executive Director, CEO or other position has the authority to sign contracts, and 2. Official documentation (staff roster, minutes, annual report, etc.) that shows who currently holds that position by name. Example: If John Smith is the Executive Director of Acme Agency, then you would need to submit documentation that states, 1) The Executive Director of Acme Agency has the authority to enter into contracts on behalf of the agency; and 2) John Smith is the current Executive Director of Acme Agency. If you cannot find documentation that covers both of those items, then your Board will have to pass a motion authorizing the Executive Director (or other position) by name as having contract signature authority. You will then submit a copy of the official meeting minutes as signature authority documentation. If a Board member signs the contract, then documentation that the person is a current member of the Board and is a "Governing Person" under the Washington Secretary of State Corporations and Charities Division is sufficient (such documentation can be found in the Corporation Search at http: / /www.sos.wa.gov /corps /corps_search.aspx). CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com City of Federal Way Human Services Contract for 2017 -2018 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: Multi- Service Center the following: Food & Clothing Bank Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) (Contracting Agency), for irr.Cryesxlc. (Printed Name) Goo (Title) (Program Title). Signature) (Da Additional Authorized Signature: Additional Authorized Signature: O J LktIA.0 I Printed Name) ivIAL JIAAAA-fa (Signature) C,loA►'�� iii rero� (Title) (Date) -5, e (jei 11011c (Pr" d ,Name) (Title) ture) 1.11q (ate) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. MULTI - SERVICE CENTER CORPORATE BYLAWS ARTICLE I: NAME OF ORGANIZATION - HAS BEEN CHANGED TO MULTI - SERVICE CENTER. The name of the organization is the MULTI - SERVICE CENTER (MSC), a non - profit organization. ARTICLE II: PURPOSE: The mission of the Multi- Service Center is helping people achieve greater self - sufficiency and exercise self - determination through individual and community advocacy and supportive services. To this end the board has identified low- income /affordable housing and community economic development, including financial and housing counseling to low- income persons, to be key components of the agency, in addition and complementary to the other services offered by the agency. ARTICLE III: MEMBERSHIP: Section 1: Number of Members: There shall be no fewer than nine and no more than twenty -four members of the Board of Directors. Section 2. Selection of Members of the Board: A. The Board of Directors shall be comprised of three sectors of equal size: public officials or their chosen representatives, client representatives, and representatives of the community. Board members will be voted on at regularly scheduled board meetings in which a quorum is present. A majority vote in favor of the board candidate is required in order for the candidate to be appointed as a board member. B. At least one -third of the Board shall be either a) residents of low- income neighborhoods where over 51% of the neighborhood is low income, b) low income community residents, or c) elected representatives of low- income neighborhood organizations that are appointed to the Board by the low income neighborhood organization. These Board members will act as Client Representatives and will represent a community that is served by MSC. Client representatives will be selected through a formal, democratic selection process. This process could include but is not limited to the following: • Ballots cast via ballot boxes in one or more of MSC's offices and/or low- income housing properties • Online voting on MSC's website • Voting via client groups such as resident councils, MSC education classes, affordable housing tenant meetings, low- income client focus groups, and/or client advisory councils • Voting via low- income groups such as homeowner's associations in low- income neighborhoods served by MSC • Appointment by a non - profit, social services organization that serves primarily low- income individuals in MSC's service area and is governed by a majority of low- income board members C. One -third of the Board shall be elected public officials or their chosen permanent representatives; these representatives need not be public officials themselves. A written confirmation is required from the public official wishing to appoint a representative. Preference shall be given to broad geographic representation of the Multi- Service Center area; the intent would be to have as many legislative and County Council districts represented as possible. No more than one -third of the Board can be elected public officials, appointed representatives of elected public officials, or public employees. D. One -third of the Board shall represent other service providing agencies, religious organizations, business, labor, civic or other community organizations. Section 3: Petition by Other Groups for Representation on the Board: A. Any individual, constituencies, or organizations who believe they are inadequately represented on the Board may petition the Board for representation. The Board will consider any petition of this kind containing 15 valid signatures of south King County residents. B. The Board will grant a hearing to the petitioner(s) within sixty (60) days, at which time action will be taken on the request. If there is a vacancy in the appropriate sector of the Board at the time of petitioning, the petitioner will be considered for immediate seating on the Board. If all Board seats in the petitioner's appropriate sector are filled, the petitioner will be notified of the next appropriate vacancy. Section 4: Alternates: A. Public officials serving on the Board may appoint alternatives to the Board. The alternative must be the same person at each meeting, and must be approved by the Board. The alternates themselves may not have alternates. B. Alternates for client or community representatives shall be selected by the Board member requesting one, subject to Board approval. C. Each Board member may have only one alternate. Each alternate may substitute for only one Board member. No alternate may serve as an officer of the Board. Section 5: Conflict of Interest: 2 A. No person may sit on the Board who is related to any employee of MSC. If a relative of an existing Board member is considered for employment at MSC, then full disclosure of the relationship must be presented to the Board of Directors for approval prior to any hiring. No Director or Officer of the Corporation and /or their family members shall be interested, directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing services or supplies to it, unless: (a) Such contract shall be authorized by a majority of the Directors present and voting at a meeting at which the presence of such Director is not necessary for authorization, (b) The facts and nature of such interest have been fully disclosed or shown to the members of the Board present at the meeting at which such contract is so authorized, and (c) Any interested Director has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest. B. Interest of Officers, Employees, or Agents. No officer, consultant, employee or agent of MSC or its Board who exercises any functions or responsibilities in connection with the planning and carrying our of the Block Grant Program, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest of benefit from a CDBG assisted activity or have a financial interest in any contract, subcontract, or agreement with respect to CDBG assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter. C. Interest of Subcontractor and Their Employees. MSC agrees that it will incorporate into every subcontract required to be in writing and made pursuant to this Agreement the following provisions: The Contractor covenants that no person who presently exercises any functions or responsibilities in connection with the Block Grant, has any personal financial interest, direct or indirect in this Contract. The contract further covenants that he presently has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of his services hereunder. The Contractor further covenants that in the performance of this Contract no person having any conflicting interest will be employed. Any interest on the part of the Contractor or his employees must be disclosed to MSC. D. Financial Gain: No part of MSC's net earnings can or will inure to the benefit of any member, founder, or individual. Furthermore, MSC is not controlled, nor receives directions from individuals or entities seeking profit from the organization. Section 6: Terms of Office: A. A public official may serve on the Board for the duration of that public official's current term of office up to a maximum of four years, at which time continuation of Board membership shall be the subject of Board consideration and confirming vote by a majority of the full Board. B. Board terms shall be four years. There are no limits on the number of terms that a member may serve. Section 7: Termination of Membership: 3 A. Any person may voluntarily resign from the Board of Directors by submitting written notice thereof to the President or Secretary. Any such resignation shall take effect at the time specified, or if time is not specified, upon receipt; acceptance of such resignation shall not be necessary to make it effective. B. If any Director or his/her alternate has been absent from three consecutive regular meetings of the Board or five regular meetings within twelve months, whether or not these absences have been excused, he /she shall be considered liable to be removed from the Board and his/her position declared vacant. This action shall be considered by the Board at the next regular meeting following the final absence. C. If a public official's designee is so terminated, and the Board has had requests from other public officials, consideration should be given to these requests. If no other public official has requested representation on the Board, the Board will notify the appointee's official that he has been terminated, and can request the public official to name a replacement to the Board. D. Any member of the Board of Directors may be removed by the affirmative vote of two - thirds (2/3) of the Board of Directors present at any regular or special meeting of the Board, provided that written notice of such proposed removal and the basis thereof shall be given to the director whose removal is sought, not less than ten (10) days prior to the meeting at which this vote is to be taken. All Board members, including the member terminated, should be notified of the reasons for the proposed termination at least 10 days prior to the meetings. Section 8: Vacancies: A. There is a vacancy on the Board when a member has been notified of his/her official removal by action of the Board, when a member notifies the Board of his/her resignation, or when a public official's term of office expires. B. When the seat of a representative of a community or client organization is vacant, the Board shall ask that organization to name another representative to finish out the term. The Board shall fill all vacancies as soon as is reasonably possible. Section 9: Financial Contributions A. Each member of the Board of Directors is required to make an annual monetary contribution to the agency in support of its work. The amount of this contribution shall be at the discretion of individual Board members. Annual shall be defined by the adoption of the new fiscal year budget by the Board of Directors. B. It is important for board members to understand that this financial contribution illustrates other donors, foundations and the general public, the commitment of Board members to the agency and its missions. C. A confidential record shall be kept to assure that all Board members are fulfilling their 4 annual obligations. Section 10: Certain Liabilities Eliminated: A. Present and former elected directors (trustees) and officers of this corporation, and their marital communities, estates, heirs, executors and administrators, shall not be civilly liable for any act or omission in the course and scope of their official capacities and their liability are eliminated to the maximum extent permitted by the laws of the State of Washington. B. Personal liability of present or former elected directors and officers of this corporation or its members, including liability for monetary damages for conduct as a director or officer, is eliminated to the maximum extent permitted by the State of Washington; provided, however, that the preceding clause shall not eliminate or limit the liability of a director or officer for acts or omissions that involve intentional misconduct by a director or officer or a knowing violation of law by a director or officer, or liability of a director or officer for any transaction from which the director or officer will personally receive a benefit in money, property or services to which he or she is not legally entitled. C. Without restricting or detracting from the all- pervasive scope of the elimination of liability stated in Section a and b above, present and former elected directors and officers of this corporation (and their marital communities, estates, heirs, executors and administrators) shall have the benefit of the maximum elimination of liability (or limitation or reduction of liability if those are the maximum relief from liability permitted) which are contained in Chapter 305, Laws of Washington 1986, Section 903 and Revised Code of Washington (RCW) 4.24.264 and Chapter 212, Laws of Washington 1987, Section 703, and RCW 24.03.025, and any superseding statute or statutes. D. If the laws of another jurisdiction are being applied, liability of present and former elected directors and officers of this corporation is eliminated to the maximum extent permitted by the laws of that jurisdiction, or if the laws of the State of Washington may then be applied, to the maximum extent permitted by the laws of the state or jurisdiction permitting a greater elimination of liability. Section 11: Indemnification: A. This corporation shall indemnify its present and former elected directors (trustees) and officers who hereafter become parties to, or are threatened with being made parties to, any threatened or pending suit or proceeding, whether civil or criminal, administrative or investigative, including any action, suit or proceeding by or in the right of this corporation (any and all of the same are referred to in this Section 11 as a "pending action ") against personal liability for any of the following: 1) Monetary damages for their conduct as directors or officers; 2) Monetary damages arising from their service at the request of this corporation as a director, trustee or officer of another corporation, partnership, joint venture, trust or other enterprise or employee benefit plan; 5 3) Judgments, fines, penalties, and amounts paid in a settlement or settlements arising from a pending action against them; and 4) Reasonable attorney's fees, expenses and costs of litigation arising from any such pending action. a. The above described right of indemnification shall be available to present and former elected directors and officers of this corporation to the maximum extent permitted by the laws of the State of Washington (including, without limiting the scope of the preceding statement, to the maximum extent permitted by RCW 24.03.035, which incorporates by reference RCW 23A.08.025 and Chapter 212, Laws of Washington 1987, Part VII, Section 702, as well as the maximum extent permitted by any superseding statute or statutes). B. Under the rights granted by Section a above to present and former elected directors and officers of this corporation to receive indemnification, this corporation may, in advance of final determination of such a pending action, make payments to or for the benefit of such present or former elected directors and officer of monetary damages as described in said Section a, as well as other judgments, fines, penalties, attorney's fees, expenses, and costs of litigation, to the maximum extent permitted by the laws of the State of Washington. C. The benefits of Section a and b of this Article III, Section 11 shall extend to the estates, heirs, executors and administrators of present and former elected directors and officers of this corporation. D. The Board of Directors of this corporation may also, from time to time in its discretion, cause this corporation to indemnify, reimburse or make advance payments to or for the benefit of present and former employees and agents of this corporation who are joined in a pending action by reason of their service to this corporation. E. Nothing in Section 10 or this Section 11 of these Articles of Incorporation shall be construed to preclude the corporation from purchasing and maintaining insurance for the benefit of its present and former elected directors and officers (as well as its present and former employees and agents) against personal liabilities arising from their service to this corporation, including liability for monetary damages and attorney's fees and costs and expenses of litigation, including personal liabilities arising from actions taken from such persons prior to the effective date of this Section 11. Such insurance coverage may provide broader coverage than the indemnity and right to reimbursement and/or advance payment provided under other sections of this Section 11. Nothing in Section 10 or this Section 11 shall be construed to make the obligations of an insurance carrier secondary to the obligations of this corporation. ARTICLE IV: WHISTLEBLOWER POLICY 1. Purpose To help ensure that Multi - Service Center ( "Organization ") complies with the highest standards of financial reporting and lawful and ethical behavior, the Audit/Finance Committee recommends and the Board of Directors establishes the following procedure for the reporting of 6 illegal or unethical conduct in connection with the Organization's finances or other aspects of its operations, and the retention and treatment of such complaints, including confidential, anonymous submissions received from employees. 2. Reporting & Confidentiality Should any person know or have a reasonable belief in good faith that persons associated with the Organization plan to engage or have engaged in illegal or unethical conduct in connection with the finances or other aspect of the Organization's operations, that person should immediately file a complaint with the President of the Board of Directors (a "Complaint "). Employees of the Organization may submit Complaints on a confidential, anonymous basis. If the Complaint concerns the President of the Board of Directors or the complainant is not comfortable reporting to the President of the Board of Directors, then the complainant should instead notify another Officer of the Board of Directors. 3. Investigation Procedure The Chief Executive Officer or President of the Board of Directors will report all Complaints to the Chair of the Audit/Finance Committee, or if the chair is the subject of the Complaint, to another member of the committee, prior to the next regularly scheduled meeting. In appropriate circumstances, the Chief Executive Officer or President of the Board of Directors may report a Complaint to the Board chairperson. Reports to the chair or other committee member or to the Board chairperson will include a copy of the Complaint, its date, nature and source (unless the complainant is an employee who has requested confidentiality and/or anonymity), how it was communicated, whether the Chief Executive Officer or President of the Board of Directors regards the Complaint as credible, and proposals to address it. The chair or other committee member will promptly report the Complaint to the full committee, except that the Complaint will not be shared with an individual who is the subject of the Complaint. Likewise, if a Complaint is reported to the Board chairperson, she or he will promptly report the Complaint to the full Board, except to any individual who is the subject of the Complaint. All credible allegations will be followed up promptly, with further investigation conducted if needed to resolve disputed facts. In conducting its investigations, the Organization will respect an employee's request for confidentiality and/or anonymity and will strive to keep the identity of other complainants as confidential as possible, consistent with the need to conduct an adequate review and investigation. 4. Oversight The committee to which a Complaint has been reported will inform the Board if any Complaint is confirmed, or if the committee otherwise believes that the Board should be made aware of the situation. The committee will have ultimate authority over the treatment of any Complaints reported to it, subject to the Board's oversight of all Complaints. The committee or, in the case of Complaints reported to the full Board, the Board will ensure that records of all Complaints are maintained in accordance with the Organization's document retention policy. 5. Handling of Reported Violation The Organization will take appropriate action in response to any Complaints, including, but not limited to, disciplinary action (up to and including termination of employment) against any person who, in the Organization's assessment, has engaged in misconduct and reporting such misconduct to the relevant civil or criminal authorities as required by law. 6. No Retaliation 7 The Organization will not knowingly, with the intent to retaliate, take any action harmful to any person, including interference with lawful employment or livelihood, for reporting a Complaint in good faith pursuant to this policy or to law enforcement officers, governmental agencies or bodies, or persons with supervisory authority over the complainant. Likewise, there will be no punishment or other retaliation for providing information regarding a Complaint in good faith to, or otherwise assisting in any investigation regarding a Complaint conducted by the Organization, law enforcement officers, governmental agencies or bodies, or persons with supervisory authority over the complainant. Finally, there will be no punishment or other retaliation for filing a Complaint in good faith, or otherwise participating or assisting in a proceeding filed or about to be filed (with any knowledge of the Organization) regarding any Complaint. An individual who deliberately or maliciously provides false information may be subject to disciplinary action (up to and including termination of employment). ARTICLE V: POWERS: The Board of Directors shall have full power and authority over the affairs of the corporation. ARTICLE VI: OFFICERS: Section 1: Principal Officers: The principal officers of the corporation shall be President, Vice President, Secretary and Treasurer, all of whom shall be board members. Section 2. Election: The principal officers shall be nominated at the October meeting by the Nominating Committee, elected at the annual meeting in November /December , and take office at the organizational meeting in January. Section 3. Terms of Office: Officers shall hold office for the term of one year or until their successors shall be elected, or until their earlier death, resignation, disqualification or removal. Officers shall not hold the same elected office for more than three (3) consecutive years unless a longer term is approved by the Board of Directors at the time of officer nominations. Section 4: Resignation or Removal of Officers: A. Any officer of this corporation may resign from such office by submitting notice to the President or Secretary of the Board of Directors. Any such resignation shall automatically take effect at the time specified therein. B. Any officer may be removed from office for cause by the affirmative vote of two- thirds of the Board of Directors present at any regular or special meeting of the Board, provided notice of such proposed removal shall be given to the officer whose removal is 8 sought to be removed not less than ten days prior to the meeting at which the vote is to be taken. Section 5: Vacancies: A. A vacancy in any office caused by death, resignation, removal from office or any other cause shall be filled by the majority vote of the Board of Directors. The Nomination Committee shall make its nomination at one meeting, with the election to occur at the next regularly scheduled Board meeting. B. The term of office of any director selected to succeed such an officer shall be the unexpired term of office the director succeeds. Section 6: Duties of Officers: A. The President shall perform all duties incident to the office of President and any other duties that may be required by these Bylaws or prescribed by the Board of Directors including but not limited to presiding over and directing the work of the board. He /she shall be an ex- officio non - voting member of all committees except the Nominations Committee and the Finance Committee and shall have the general powers and duties of management which usually inhere to the office of the President of the board for a non - profit organization. Should the organization's Chief Executive Officer (CEO) vacate the position abruptly for any reason, the President of the board would act as the Chief Executive Officer until an interim Chief Executive Officer can be appointed. B. The Vice President shall act in the absence or disability of the President and, in so doing, shall have all powers and perform all duties inherent to the office of President. C. The Secretary shall keep or cause to be kept a book of minutes of all meetings of the Board of Directors and shall give or cause to be given notice of all meetings of the Board of Directors required to be given by law or by these bylaws. The Secretary shall have other powers and duties as the Board of Directors may direct. D. The Treasurer shall keep or cause to be kept adequate and correct accounts of all financial transactions of this corporation. He /she shall be required to render an account of the financial transactions of this corporation upon request of the President of the Board of Directors, and he /she shall have such other duties as the Board of Directors may direct. Section 7: Additional Officers and Agents: The Board of Directors, at its discretion, may appoint one or more assistant Secretaries or Treasurers, and such other officers or agents as it may deem advisable and may prescribe the duties thereof. All officers and agents appointed pursuant to this Section shall hold office at the pleasure of the Board of Directors. ARTICLE VII: MEETINGS: 9 Section 1: Annual Meetings: The annual meeting of the Board of Directors shall be held during the first quarter of the new fiscal year and after the completion of the agency's annual audit. Such annual meeting shall include a report to the directors on the operation, activities, and financial condition of this corporation, and the transaction of any other business that may regularly come before such meeting. Section 2: Regular and Special Meetings: Regular meetings of the Board of Directors shall be held at such time and place as provided by resolution of the Board. Special meetings shall be held at such time and place as the President may designate, upon three days notice. Section 3. Notice of Meetings: Each director of this corporation shall be given not less than five days written notice of the time and place of the annual meeting and of each regular meeting, and three days notice for a special meeting of the Board of Directors. Section 4: Quorum: The quorum for a meeting shall be at least 51% of the active membership of the Board of Directors. Section 5: Voting: No proxy voting shall be allowed by any Director. Voting will be allowed when the Board is not in session and may consist of electronic mail or fax votes by members or telephone votes that are recorded by the Secretary of the Board's designee. All votes shall be reported to the Board of Directors at the next regularly scheduled meeting and recorded in the minutes of that meeting. Section 6: Minutes: The Board shall keep for each meeting written minutes, which include a record of votes on all motions. Minutes of the previous meeting shall be distributed to all members before the next meetings, and shall be made available to the public upon request. ARTICLE VIII: EXECUTIVE COMMITTEE Section 1: Members: The members of the Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and_the immediate Past President of the Corporation.. . Section 2: Powers: 10 The Executive Committee shall have and may execute the powers of the Board of Directors in the management of the affairs of the corporation between meetings of the full Board. The Executive Committee shall report on actions it takes between meetings at the next meeting of the full Board, at which time actions must be ratified by the Board. Section 3: Meetings Meetings of the Executive Committee shall be held at such time and place as is determine by the President. Each member of the Committee shall be given not less than 24 hours notice. Section 4: Quorum 51% of the membership of the Executive Committee, not including vacant positions, shall constitute a quorum for the transaction of any business which may come before the meeting. ARTICLE IX: COMMITTEES: Section 1: Audit and Finance Committee: There shall be an Audit and Finance Committee consisting of a Chairperson, who shall be the Treasurer, and no fewer than two other persons from the Board of Directors to be appointed by the President and presented to the Board of Directors. This committee shall be responsible for receiving and reviewing the annual audit of the agency as presented by the authorized auditing firm, monitoring the fiscal affairs of the corporation, and the fiscal affairs of programs funded by the Board. Section 2: Strategic Planning and Evaluation Committee There shall be a Strategic Planning and Evaluation Committee composed of Board members and staff appointed by the President and presented to the Board of Directors . The Committee shall be responsible for tasks such as assisting with the Board's strategic planning process evaluating goals and objectives found in the agency's strategic plan, and recommending changes as appropriate. The Committee shall also be responsible for evaluating the status of current programs and suggesting re- direction as needed. Section 3: Human Resources Committee There shall be a Human Resources Committee consisting of a Chairperson and no fewer than two others, all of whom shall be Board members, appointed by the President and presented to the Board of Directors. This Committee shall be responsible for reviewing and recommending personnel policies for employees and volunteers, and all other such matters as pertain to the employees /volunteer of the agency. It shall recommend action to the Board if any grievances shall arise under these policies. The Committee shall be responsible for recommending the selection of the CEO to the Board of Directors for approval. Additionally, the Human Resources Committee shall be responsible for coordinating and implementing the annual evaluation and annual salary review of the Chief Executive Officer The Human Resources Committee may be asked to investigate 11 client grievances that have already gone through the full chain of command wherein the client was not satisfied with the investigation and/or determination made by the CEO. Section 4: Nominating Committee There shall be a Nominating Committee consisting of a Chairperson, who shall be either the Board Vice President or immediate Past President , and no fewer than two other persons appointed by the President and presented to the Board of Directors. This committee shall be responsible for receiving and reviewing requests and petitions from groups and individuals for representation on the Board of Directors. It shall also submit to the Board, not later than one month before the election, nominations for the principal officers of the corporation for the ensuring year. The Nominating Committee will also be responsible for making nominations for any vacancies that occur during the year. Section 5: Fund Development Committee: There shall be a Fund Development Committee, consisting of a Chairperson, who shall be a Board member, and no fewer than two other persons appointed by the President and presented to the Board of Directors. This committee shall develop and recommend fund raising activities. Section 6: Other Committees: The President, with approval of the Board of Directors, may appoint other committees deemed proper to fulfill the objectives and purposes of this corporation. Such committees shall be directly responsible to the Board of Directors and shall serve for the term of their usefulness. Section 7: Any Board member may attend meetings of the Executive Committee and other Board committees, even if s/he is not a committee member. A Board member attending such a committee meeting may participate in the meeting discussion but may not vote. ARTICLE X: CHIEF EXECUTIVE OFFICER : Section 1: Relationship between the Chief Executive Officer and Board of Directors: The CEO is hired and terminated by the Board of Directors, is directly responsible to the Board, and serves at the discretion of the Board. The CEO serves as the liaison between the Board of Directors and Agency Staff. Section 2: Role of the Chief Executive Officer : The CEO has the responsibility and authority for all operational and management facets of all programs, projects and staff under the sponsorship of the MSC. ARTICLE XI: BOARD OF DIRECTORS 12 Section 1: Relationship of the Board of Directors: A. The Board and individual Board members should contact the Executive Director if they have a concern regarding any of the organization's staff or programs. B. No individual Board member represents the Board or has any authority over the Agency or its personnel unless he /she has been specifically empowered by the Board to speak for the full Board. Section 2: Role of the Board of Directors: The Board is primarily and fundamentally a policy making body, as distinguished from the Executive Director and staff, who are responsible for implementing the policies and managing the agency. ARTICLE XII: SERVICE AREA For the purpose of expenditures of the Community Services Block Grant (CSBG) and Low Income Home Energy Assistance Program (LIHEAP) only, MSC's service area is abounded on the west, south (including Vashon Island) and east by the King County line. The northern boundary is defined by the Seattle City limits, Lake Washington and the 1 -90 freeway; the towns of Issaquah (with limited exception) and North Bend within their respective city limits, are excluded. For Housing CDBG and CHDO funding MSC's service areas consist of all King and Pierce County. ARTICLE XIII: PARLIAMENTARY AUTHORITY The Revised Edition of Robert's Rules of Order shall govern the proceedings of all meetings of this corporation and its constituent parts, except as provided by the Bylaws of this corporation. ARTICLE XIV:AMENDMENTS: These Bylaws may be amended at any regular meeting of the Board of Directors upon the affirmative vote of two - thirds of its members present, provided that notice of any proposed amendment was mailed to each Board member at least ten days prior to the meeting. Adopted: 04/13/88 Revised: 01/18/89 01/23/90 04/25/91 09/26/91 03/24/92 13 02/25/93 02/23/95 10/26/95 05/05/99 11/18/99 04/27/00 03/22/01 11/24/03 03/24/05 04/23/05 09/28/06 05/22/08 12/04/08 4/26/12 10/25/12 05/28/15 1/28/16 14 OP ID: SR A`c_°"- Rv CERTIFICATE OF LIABILITY INSURANCE D03 /04/2016Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Sprague Israel Giles 1501 Fourth Avenue, Suite 730 Seattle, WA 98101 -3225 John M. Policar CONTACT PHONE FAX (A/C. No. Ext): (A/C, No): EMAIL -a OUCER CUSTOMER ID*: MULTI -2 INSURER(S) AFFORDING COVERAGE NAIC ft INSURED Multi- Service Center PO Box 23699 Federal Way, WA 98093 -0699 INSURER A : General Ins. Co. of America 19704 INSURER e : American States Insurance Co. 19704 INSURER C : 03/01/2017 INSURER D : $ INSURER E : PREMISDAMAGES(RENTED ES (Ea ocaxrence) INSURER F : 1,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADM INSR, SUM' 4WD POLICY NUMBER POUCY EFF (MM/DD/YYYY) POLICY EXP (MMfDD/YYYY) LIMITS A GENERAL X UABIUTY COMMERCIAL GENERAL LIABILITY X 24CC279573 -70 03/01/2016 03/01/2017 EACH OCCURRENCE $ 1,000,000 PREMISDAMAGES(RENTED ES (Ea ocaxrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (My one person) $ 20,000 PERSONAL a ADV INJURY S 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. LOC PRODUCTS - COMP /OP AGG $ 3,000,000 POLICY PRO- JECT $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 24CC291528 -20 03/01/2016 03/01/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PER ACCIDENT) $ X X $ B X UMBRELLA LIAB EXCESS UAB X OCCUR CLAIMS -MADE 015U40235 -90 03/01/2016 03/01/2017 EACH OCCURRENCE S 1,000,000 AGGREGATE $ 1,000,000 X DEDUCTIBLE RETENTION $ 10,000 $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYIPROPRIE BER /PAEXCLUDERT (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS ECUTIVE Y/N N/A 24CC279573 -70 WA STOP GAP 03/01/2016 03/01/2017 WC STATU- X OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 below E.L. DISEASE - POLICY LIMIT $ 3,000,000 A CRIME Employee Dishonest 24CC279573 -70 03/01/2016 03/01/2017 Limit Ded 100,000 5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace is required) It is agreed the City of Federal Way and King County, its officers, officials, employees and agents are additional insured with respects liability arising out of activities performed by or on behalf of the Named Insured for General Liability per form CG7635 attached, subject to a written contract being in force. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: Denise Catalano 33325 8th Avenue South PO Box 9718 (Federal Way, WA 98063 -9718 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE • ACORD 25 (2009/09) ©1988 -2009 ACORD CORPORATION. All rights reserved. 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