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HomeMy WebLinkAboutAG 19-058 - MSC II RETURN TO: Sarah Bridgeford EXT:2651
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: CD/CS
ORIGINATING STAFF PERSON: SARAH BRIDGEFORD EXT: 2651 3. DATE REQ.BY:
TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT x HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
. PROJECT NAME:FOOD&CLOTHING BANK
NAME OF CONTRACTOR: MULTI-SERVICE CENTER
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: TITLE
EXHIBITS AND ATTACHMENTS:x SCOPE,WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE X ALL
OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
. TERM: COMMENCEMENT DATE: JANUARY 1,2019 COMPLETION DATE: DECEMBER 31,2020
. TOTAL COMPENSATION$ 60,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE
x PURCHASING: PLEASE CHARGE TO: 001-7300-083-562-10-410
0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
EI PROJECT MANAGER eA-1❑ DIRECTOR 3/10191
•
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW 1$ !"1.,, 2 o 1 q
1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 0340/9 DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATE SIGNED
▪ IF-DEPARTMENT 2-3 f�f {.- 2011
GNATORY(MAYOR OR DIRECTOR) SL q
❑ CITY CLERK
1411 (11
❑ ASSIGNED AG# AG# { 1 r p
❑ SIGNED COPY RETURNED DATE SENT: y. 6n, t9
;OMMENTS:
1/2018
CITY OF CITY HALL
33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway corn
HUMAN SERVICES AGREEMENT
FOR
FOOD AND CLOTHING BANK
This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal
corporation("City"),and Multi-Service Center,a Washington public benefit 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: CITY OF FEDERAL WAY:
Terri Turner Sarah Bridgeford
P.O. Box 23699 33325 8th Ave. S.
Federal Way, WA 98093 Federal Way, WA 98003-6325
(253) 838-6810 (telephone) (253) 253-835-2651 (telephone)
(253) 253-835-2609 (facsimile)
territ@mschelps.org 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, 2019 and terminating on
December 31, 2020 ("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 - 3/2017
/hi, CITY OF CITY HALL -
Federal Way 33325 8th Avenue South
40111* Federal Way,WA 98003 6325
(253) 835-7000
www dtyoffederalway corn
4.2 Method of Payment.On a quarterly basis,the Agency shall submit to the City an invoice for payment on a form
provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this
Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within
forty-five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation, and
11 reports. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of
satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the
performance measures set forth in Exhibit A. Should the Agency fail to meet the performance measures for each quarter,the
City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement.Exceptions may be
made at the discretion of the City's Community Services Manager in cases where circumstances beyond the Agency's control
impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to
meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay
only that portion of the invoice not in dispute.In that event,the Parties will immediately make every effort to settle the disputed
portion.
4.3 Final Invoice. The Agency shall submit its final invoice bythe date indicated on Exhibit B. If the Agency's
'
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 - 3/2017
` CITY OFCITY HALL
ede5 8th South
Federal Way Federal Wayy,,WA WA 98003-6325
(253) 835-7000
www cityoffederalway corn
5.3 City Indemnification.The City agrees to release,indemnify,defend and hold the Agency,its officers,directors,
shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands,
actions, suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities,losses,
fines,fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including
without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this
Agreement to the extent 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 ge 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 - 3/2017
` CITY OF CITY HALL
33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway corn
9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and
properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures
and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be maintained for a period of six(6)years after the termination of this Agreement and may be subject,at all
reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other
governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR.The Parties intend that the Agency shall be an independent contractor and that the
Agency has the ability to control and direct the performance and details of its work,the City being interested only in the results
obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave,vacation pay or any
other benefit of employment,nor to pay any social security or other tax which may arise as an incident of employment.Agency
shall take all necessary precautions and shall be responsible for the safety of its employees,agents,and subcontractors in the
performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at
Agency's own risk,and Agency shall be responsible for any loss of or damage to materials,tools,or other articles used or held
for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in
Section 4.Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide
a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract.
11. CONFLICT OF INTEREST.It is recognized that Agency may or will be performing services during the Term for
other parties;however,such performance of other services shall not conflict with or interfere with Agency's ability to perform
the Services.Agency agrees to resolve any such conflicts of interest in favor of the City.Agency confirms that Agency does not
have a business interest or a close family relationship with any City officer or employee who was,is,or will be involved in the
Agency's selection,negotiation, drafting, signing, administration, or evaluating the Agency's performance.
12. EQUAL OPPORTUNITY EMPLOYER.In all services,programs,activities,hiring,and employment made possible
by or resulting from this Agreement or any subcontract,there shall be no discrimination by Agency or its subcontractors of any
level,or any of those entities' employees,agents,sub-agencies,or representatives against any person because of sex,age(except
minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any
disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in
relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil
Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21,21.5
and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements,whether oral or written,shall be effective for any purpose.Should any language in any Exhibits to this Agreement
conflict with any language in this Agreement,the terms of this Agreement shall prevail.The respective captions of the Sections
of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of
the provisions of this Agreement.Any provision of this Agreement that is declared invalid,inoperative,null and void,or illegal
shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement
and compliant with the terms of the Agreement,is hereby ratified as having been performed under the Agreement.No provision
of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly
authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in
whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party.If the non-
HUMAN SERVICES AGREEMENT - 4 - 3/2017
CITY OF CITY HALL
� 33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www dtyoffederalway.corn
assigning party gives its consent to any assignment,the terms of this Agreement shall continue in full force and effect and no
further assignment shall be made without additional written consent. Subject to the foregoing,the rights and obligations of the
Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This
Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have
any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all
applicable federal,state,local,and city laws including,without limitation,all City codes,ordinances,resolutions,regulations,
rules,standards and policies,as now existing or hereafter amended,adopted,or made effective.If a violation of the City's Ethics
Resolution No.91-54,as amended,occurs as a result of the formation or performance of this Agreement,this Agreement may
be rendered null and void, at the City's option.
13.4 Enforcement.Time is of the essence of this Agreement and each and all of its provisions in which performance
is a factor.Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of
this Agreement.Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of
this Agreement.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States
mail,postage prepaid,to the address set forth above.Any notice so posted in the United States mail shall be deemed received
three(3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be
exclusive,but shall be cumulative with all other remedies available to the City at law,in equity or by statute.The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement,or to exercise any
option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to
declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare
one breach or default does not act as a waiver of the City's right to declare another breach or default.This Agreement shall be
made in,governed by,and interpreted in accordance with the laws of the State of Washington.If the Parties are unable to settle
any dispute,difference or claim arising from this Agreement,the exclusive means of resolving that dispute,difference,or claim,
shall be by filing suit under the venue,rules and jurisdiction of the King County Superior Court, King County,Washington,
unless the parties agree in writing to an alternative process.If the King County Superior Court does not have jurisdiction over
such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the
personal jurisdiction of the state and federal courts in King County,Washington and waives any objection that such courts are
an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal
costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals,in addition
to any other recovery or award provided by law;provided,however,however nothing in this paragraph shall be construed to
limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution.Each individual executing this Agreement on behalf of the City and Agency represents and warrants
that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number
of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same
document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it
shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages.The date upon which the last of all of the Parties have executed a counterpart of this Agreement
shall be the"date of mutual execution"hereof
[Signature page follows]
HUMAN SERVICES AGREEMENT - 5 - 3/2017
CITY OF CITY HALL
33325 8th
,,,, , FederalWay,
Avenue South
, _ Federal Way
Wayy,,WWA 98000303
-6325
(253) 835-7000
www cifyoffederalway corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
"/- ___ I ,
Jim . el 7 ayor -,h. ie Courtney, CMC, ty Clerk
APPROVED AS TO FORM:
DATE: 1041/ /' „it. P"r--
J.
Ryan Call, City Attorney
MULTI-SERVICE CENTER:
4 ,___,C
4I
BY: \ �� k�
ik
Printed Name b)A, CiD12
Title: CS)
DATE: VI 11
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
Onhis day personally appeared b fore me R3 i r Cblzo.ic_ , to me known to be the
LEO of MUM j�- Vim (en�C.1c„ 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 /a day of a ti I , 20L9
K A LOGUE Notary's signature 1(
NOTARY PUBLIC Notary's printed name 05 i1 /1/AL
STATE OF WASHINGTON; Notary Public in an for thetate f Washington.
COMMISSION EXPIRES ; My commission expires ul/ (
JUNE 19,2021 '
HUMAN SERVICES AGREEMENT - 6 - 3/2017
` CITY OF CITY HALL
33325
�. Federal Way Feder 8th Avenue S
Federal Way,WA 98003003
-6325
(253) 835-7000
www atyoffederalway corn
EXHIBIT A
SERVICES
Project Summary
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:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
JAN.— APRIL— JULY— OCT.—
MARCH
JUNE SEPT. DEC.
No. of unduplicated Federal
Way persons assisted in 2019 37 37 38 38 150
No. of unduplicated Federal
Way persons assisted in 2020 37 37 38 38 150
B. Units of Service
The Agency agrees to provide, at minimum, the following units of service by quarter:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
JAN.— APRIL— JULY— OCT.—
MARCH JUNE SEPT. DEC.
2019
1. Food
61 61 61 61 244
2020
1. Food
61 61 61 61 244
C. Definition of Services
1. Food: One service unit is equal to one household visit to the Food or Clothing 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. Households can visit the Clothing Bank once per month.)
HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017
4411kCITY OF CITY HALL
�., 33325 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
D. Performance Measure(s)
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 5/2017
CITY OF CITY HALL
Federal Way 33325 8th Avenue South
Federal Way,WA 9800303
-6325
(253) 835-7000
www cityoffederalway corn
9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report
income of clients served under this Agreement. Income guidelines may be adjusted periodically by
HUD.
King County FY 2018 Income Limits Summary
(effective 4/1/2018)
FY 2018
Median Income Income 1 2 3 4 5 6 7 8
King County Limit Person Persons Persons Persons Persons Persons Persons Persons
Category
Extremely
Low
(30%) $22,200 $25,700 $28,900 $32,100 $34,700 $37,250 $39,850 $42,400
Income
Limits
Very Low
$103,400 (50%)
Income $37,450 $42,800 $48,150 $53,500 $57,800 $62,100 $66,350 $70,650
Limits
Low
(80%)
$56,200 $64,200 $72,250 $80,250 $86,700 $93,100 $99,550 $105,950
Income
Limits
The Agency agrees to use updated Income Guidelines which will be provided by the City.
Reports and Reporting Schedule
The Agency shall collect and report client information to the City quarterly and annually on a Service Unit
Report to be provided by the City in the format requested by the City.
The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data
requested on this form from the persons served through this contract. Data should be tracked in an ongoing
manner and submitted annually no later than January 15 in the format requested by the City.
The Agency shall implement and track at least one measurable outcome for the program as presented in the
application. Changes to the outcome presented in the application must be approved by the City prior to
implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome
Data Report to be submitted by January 15 in the format requested by the City.
Public Information
In all news releases and other public notices related to projects funded under this Agreement, the Agency will
include information identifying the source of funds as the City of Federal Way Human Services General Fund
Program.
HUMAN SERVICES AGREEMENT - 3 - HSA Exh 5/2017
` CITY OF CITY HALL
"�...,
3e3e5 8th Avenue South
Federal Way
Federal Way,WA 98003003
-6325
(253) 835-7000
www cityofederalway corn
EXHIBIT B
COMPENSATION
Project Budget
The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary,
detailed below. The total amount of reimbursement pursuant to this Agreement shall not exceed Sixty Thousand
and 00/100 ($60,000.00).
A. City of Federal Way Funds 2019 2020
City of Federal Way General Fund: $30,000.00 $30,000.00
Total City of Federal Way Funds: $30,000.00 $30,000.00
B. Line Item Budget 2019 2020
Personnel Services (detail below) $20,250.00 $20,250.00
Insurance $1,400.00 $1,400.00
Rent &Utilities $5,950.00 $5,950.00
Administration (Overhead) $2,400.00 $2,400.00
Total City of Federal Way Funds: $30,000.00 $30,000.00
C. Personnel Detail
Position Title Position Full Annual Salary HS Funds
Time Equivalent and Benefits
Daily Operations 0.53 $37,963.00 $20,250.00
Total: $37,963.00 $20,250.00
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 6; 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 5/2017
` CITY OF CITY HALL -
Federal Way 33325 8th Avenue South
Federal Way,WA 98003 6325
(253) 835-7000
www cityoffederatway corn
Estimated Quarterly Payments:
2019
1st Qtr $7,500.00
2nd Qtr $7,500.00
3rd Qtr $7,500.00
4th Qtr $7,500.00
2020
1st Qtr $7,500.00
2nd Qtr $7,500.00
3rd Qtr $7,500.00
4th Qtr $7,500.00
Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must
be attached to the reimbursement request for invoice to be approved.
Quarterly reimbursement requests shall not exceed the estimated payment without prior written approval from
the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance
measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City
with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit
Report.
Conditions of Funding
The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges
that payment to the Agency will not be made unless the funding conditions are met.
HUMAN SERVICES AGREEMENT - 5 - HSA Exh 5/2017
OP ID:SR
14W R�" DATE(MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 02/27/2019
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 CONTACT
NAME:
Sprague Israel Giles PHONE FAX
1501 Fourth Avenue,Suite 730 (A/C,No.Ext): (AIC,No):
Seattle,WA 98101-3225 E-MAIL
John M.Policar ADDRESS:
PRODUCER MULTI-2
CUSTOMER ID F:
INSURER(S)AFFORDING COVERAGE NAIC#
INSURED Multi-Service Center INSURER A:Philadelphia Indemnity Ins. 18058
PO Box 23699 INSURER B
Federal Way,WA 98093-0699
INSURER C:
INSURER D:
INSURER E:
INSURER F:
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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS
LTRINSR VD POLICY NUMBER (MM/DD/YYYY) IMM/DD/YYYY)
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
A X COMMERCIAL GENERAL LIABILITY X PHPK1948268 03/01/2019 03/01/2020 DAMAGEES(S(EaRENTEDoccurrence) $ 100,000
PREMIS
CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000
PERSONAL&ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 3,000,000
GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 3,000,000
PO-
7 POLICY JET LOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
A X ANY AUTO PHPK1948268 03/01/2019 03/01/2020 (Ea accident)
BODILY INJURY(Per person) $
X ALL OWNED AUTOS BODILY INJURY(Per accident) $
SCHEDULED AUTOS
PROPERTY DAMAGE $
X HIRED AUTOS (PER ACCIDENT)
X NON-OWNED AUTOS
$
X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 1,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000
A - PHUB666286 03/01/2019 03/01/2020
DEDUCTIBLE $
X RETENTION $ 10,000 $
WORKERS COMPENSATION WC STATU- X OTH-
AND EMPLOYERS'LIABILITY TORY LIMITS ER
A ANY PROPRIETOR/PARTNER/EXECUTIVEYI N PHPK1948268 03/01/2019 03/01/2020 E.L.EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? NIA 1,000,000
(Mandatory in NH) WA STOP GAP E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000
A CRIME PHPK1948268 03/01/2019 03/01/2020 Limit 100,000
Employee Dishonest Ded 5,000
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required)
It is agreed the City of Federal Way and King County,its officers
officials,employees and agents are additional insured if required by
written contract or agreement,subject to the General Liability additional
insured provision endorsement.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Sarah Bridgeford
33325 8th Avenue South AUTHORIZED REPRESENTATIVE
a
PO Box 9718
'Federal Way,WA 98063-9718
©1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD
MULTI-SERVICE CENTER
CORPORA 1"b 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)Iow 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 CUBO 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 I I: 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:
I) 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 nt Com lai
p s 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
g
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 presentedto 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 I-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 XTV: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 Ieast 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
I0/26/95
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
` CITY OF CITY HALL
Federal Way 33325r 8th Aveny,WueSouth
003
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway corn
City of Federal Way
Human Services Contract for 2019-2020 General Fund
Authorized Signatures for Invoices
I authorize the following individuals to sign invoices and quarterly reports on behalf of:
- Se-f V I C2- Ce-de-e— (Contracting Agency),
for
the following: O0 -^ CION 6 �_.., - IL 1's I viG' Program Title).
Authorizing
Signature: i L jr Cova_ c c�
(must be signed by (Printed Name) (Title)
person who signs
the contract,
generally,
Executive Director) .4, _ �]j ( _ 4
(S/7417 (sate)
Additional
Authorized
Signature: Joe. je.X2,,5 Anastce_. ui
(Printed Name) (Title)
(Signature) (Date)
Additional
Authorized %SVC Signature: ltrrl rwe-tc fod.' �6 Bank
(Printed Name) (Title)
(Signature) (Date)
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.
3/14/2019 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
MULTI-SERVICE CENTER
UM Number:
600 522 236
Business Type:
WA PUBLIC BENEFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
1200 S 336TH ST,FEDERAL WAY,WA,98003,UNITED STATES
Principal Office Mailing Address:
1200 S 336TH ST,FEDERAL WAY,WA,98003,UNITED STATES
Expiration Date:
07/31/2019
Jurisdiction:
UNITED STATES,WASHINGTON
Formation/Registration Date:
07/01/1971
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
CHARITABLE
REGISTERED AGENT INFORMATION
Registered Agent Name:
MULTI-SERVICE CENTER
Street Address:
1200 S 336TH ST,FEDERAL WAY,WA,98003-0000,UNITED STATES
Mailing Address:
PO BOX 23699,FEDERAL WAY,WA,98093-0000,UNITED STATES
GOVERNORS
Title Governors Type Entity Name First Name Last Name
GOVERNOR INDIVIDUAL MICHAEL GORDON
GOVERNOR INDIVIDUAL ROBERT WROBLEWSKI
GOVERNOR INDIVIDUAL KATRINA ASAY
GOVERNOR INDIVIDUAL DAVID BERGER
•
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Publication 78 Data o
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determining deductibility of their contributions.
On Publication 78 Data List:Yes
Deductibility Code:PC
Copies of Returns (990, 990-EZ, 990-PF, 990-T) o
Electronic copies(images)of Forms 990,990-EZ,990-PF or 990-T returns filed with the IRS by charities and
non-profits.
Tax Year 2016 Form 990T
Tax Year 2016 Form 990
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