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HomeMy WebLinkAboutAG 19-176 - FWYAT 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: YES NETWORK
NAME OF CONTRACTOR: FEDERAL WAY YOUTH ACTION TEAM
ADDRESS: 29500 PACIFIC Hwy S,SUITE N,FEDERAL WAY,WA 98003 TELEPHONE 206-948-9492
E-MAIL: BOBBy3JENNINGS@GMAIL.COM FAX:
SIGNATURE NAME: BOBBY JENNINGS TITLE EXECUTIVE DIRECTOR
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$ 10,000.00 (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 Is /DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW 0(2s— Ap— ZO t y
1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
SENT TO VENDORJCONTRACTOR DATE SENT: DATE REC'D: q
/❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFIC E,LIC NSES,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
❑ LAW DEPARTMENT ER Zz A. 719 Y
❑ SIGNATORY(MAYOR OR DIRECTOR) Q $ 7
❑ CITY CLERK 0
❑ ASSIGNED AG# AGN_ kck- Co
❑ SIGNED COPY RETURNED DATE SENT: CA. 3119
;OMMENTS:
-s'14 t}i tea, "k , t
141 al
1/2018
` CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way.WA 98003-6325
(253) 835-7000
www cltyoffederalway.com
HUMAN SERVICES AGREEMENT
FOR
YES NETWORK
This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal
corporation("City"), and Federal Way Youth Action Team, 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:
FEDERAL WAY YOUTH ACTION TEAM: CITY OF FEDERAL WAY:
Bobby Jennings Sarah Bridgeford
29500 Pacific Hwy. S., Suite N 33325 8th Ave. S.
Federal Way, WA 98003 Federal Way, WA 98003-6325
(404) 635-8364 (telephone) (253) 253-835-2651 (telephone)
(253) 253-835-2609 (facsimile)
Bobby3jennings@grnail.com 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 ifthe 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
`
Federal Way[QTY OF CITY HALL
33325 8th Avenue
South
Federal Way,WA 980038003
-6325
(253) 835-7000
www cityoffederalway.com
4.2 Method of Payment. On no more than a monthly 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 no less than 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 month and/or 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 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 - 3/2017
Feder
CITY OF CITY HALL
Fe d e ra I Way F8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
WWW cityoffederalway 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 Lunit 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 - 3/2017
` CITU OF CITY HALL
Federal Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www Wyoffederalway 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 M-ERLST.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 OPPORTUNITV 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 Modifieation. 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 ofthe other Party.If the non-
HUMAN SERVICES AGREEMENT - 4- 3/2017
` CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cltyoffederalway.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,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 QFCITY HALL
Federal ■■M■��. ■ay Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below,
CITY OF FEDERAL WAY: ATTEST:
f Jim Ferrell, Mayor S hanie Courtney, CMIU
ity Clerk
APPROVED AS TO FORM:
DATE: i612 6 �` J- r
J. Ryan Call, City Attorney
FEDERAL WAY YOUTH ACTION TEAM:
By:
Printed Name: 60
Title: `L�-1Z.
DATE:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me I 6Aww Z1M55 , to me known to be the
Cl-atr of 'tt�,S a emyn 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 IJ%A day of u�4, , 20ft.
Notary's signature
P G`"��'+ r�`y`ri Notary s printed names
Notary Public in and for the State of Washington.
'.X ' �'% My commission expires 09 joq I;t0a3
20&M " 5
llkitm
HUMAN SERVICES AGREEMENT - 6 - 3/2017
CITY OF CITY HALL
Fe d e ra I Way
�rJ■ay Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityobederalway.com
EXHIBIT A
SERVICES
Project Summary
The Agency shall provide youth employment training with mentorship and job referrals and placement 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:
Monthly Total
No. of unduplicated Federal Way persons assisted in 2019
(Januaa through September) 16-17 100
No. of unduplicated Federal Way persons assisted in 2020
(January through September) 16-17 100
B. Units of Service
The Agency agrees to provide, at minimum, the following units of service by month:
Monthly Total
2019
1. Financial Aid
(January through September) 16-17 100
2. Attendance at Sessions
(January through September) 30 270
2020
1. Financial Aid
(January through September)
16-17 100
2. Attendance at Sessions
(January throut Se tember 30 270
HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017
` CITY OF CITY HALL
Fe d 6.ra I Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www ciryoffederalway.corn
C. Definition of Services
1. Financial Aid: Direct assistance to youth such as Food Handler Permits, ORCA Cards, Food, and Clothing.
Financial aid is measured by the number of types of items provided per youth. May be duplicated.
2. Sessions: The number of youth who attend per session of YES Network. May be duplicated.
D. Performance Measure(s)
Outcome(s) to be reported:
1. Job placement: Outcome Target is 50%.
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.
9. Documentation of receipt of direct assistance including gift card incentives and bus tickets.
Documentation should include signature of the participant, identify the date of the session, and
identify what assistance was received.
HUMAN SERVICES AGREEMENT -2 - HSA Exh 5/2017
` C11Y OF CITY HALL
33325 8th Avenue South
Federal Way
Federal Way.WA 98003-6325
(253) 835-7000
www cilyoffederalway..com
10. 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 4/112018)
FY 2018
Median Income Income 1 2 3 4 5 7Persons
7 8
King County Limit Person Persons Persons Persons Persons ersons Persons
Category
Extremely l
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%) $37,450 $42,800 $48,150 $53,500 $57,800 $62,100 $66,350 $70,650
Income
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 with each reimbursement request 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
` erY OF CITY HALL
�� Fe�d a ra I Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cltyofiederalway.com
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 Ten Thousand
and 00/100 Dollars ($10,000.00).
A. City of Federal Way Funds 2019 2020
City of Federal Way General Fund: $5,000.00 $5,000.00
Total City of Federal Way Funds: $5,000.00 $5,000.00
B. Line Item Budget 2019 2020
Personnel Services (detail below)
Office or Operating Sup lies
Rent &Utilities
Communications
Travel and Training
Other(specify): Direct Client Aid $4,800.00 $4,800.00
Client Travel
Administration (Overhead) $200.00 $200.00
Total City of Federal Way Funds: $5,000.00 , $5,000.00
Reimbursement Requests and Service Unit Report forms shall be submitted no more frequently than monthly
and arc due on the 15 t of each month, but not less than the the following dates:
1 st 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.
Estimated Monthly Payments:
2019
Monthly $555.00-556.00
2020
Monthly $555.00-556.00
HUMAN SERVICES AGREEMENT - 4 - HSA Exh 5/2017
` CITY OF CITY HALL
South
Federal Way Feder 8th Avenue 8003
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway.coin
Expenses must be incurred prior to submission of reimbursement requests. Proof of expenditures must be
attached to the reimbursement request for invoice to be approved.
Monthly reimbursement requests shall not exceed the estimated payment without prior written approval from
the City. Estimated payments are contingent upon meeting or exceeding the above performance measure(s) for
the corresponding month. 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.
C=onditions of Fmidin
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
u CERTIFICATE OF LIABILITY INSURANCE D/6119h2019 YY)
06119/21119
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(iss)must have ADDITIONAL INSURED provisions or 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 NAME.L'r Laura Theirncr
Henson insurance S Financial Services NAME - -
875 Harvey Rd NE {AHC Nr,EM):253-735-9217 ,�,k253-735-4042
y E_'N!AIL
Auburn WA 98002 #DDRkss-Laura.CHensonl@farmersagency.com
INSURE S AFFORDING COVERAGE NAIC p
I SURERA:Mt.Vernon Fire Insurance Company 26522
INSURED Federal Way Youth Action Team INSURERB:
29500 Paciflc Hwy S#N INSURERC: --- - - T--
Federal Way WA 98003 INSURER D:
INSURER E
INSURER F:
COVEt;AGES CERTIFICATE NUMBER: _ REVISION NUMBER:
TH+3 IS TC. GI R"IFY THAT THE POE i[:IL-S O I`.` UH;INI:F I,ISTFD BELOW IIAVF RIFFN I SUE 0 TO THL INSURED NAMED AHOV1 -.F:OR 1HE POL)CY PERIOD
1I;-UICA.F_Lii'o"�T�NITH`+T.A.IJI.)1rdG ANY F:EC�I.!IR'!-m[.NT T E1-'tt'.1 OR CONDITION OF CONTRACT OR OTHER. DOCUNIENT V FII RESPECT TO WHICH THIS
CCR7Ij=l[.ATF P.;A't BE ISSUED CR MAY P1,1"FAIN THF- IN:-A!P_ANGE AFF()RDI-r: I:Y THF POLICIES DESf.f21rCD HERFIN IS SUBJECT TO ALL TI-iE TLRMS,
LKULIi::li?I.S ArLD COIrDI i4ti;h15 O SUCH POLICIES LAI ITS Sl t("r.'PJ MAY HAVE BEEN P.EDUCED BY PAID C-IAINIS.
IlJSR – – TYPEOF INSURANCE ADc 151;EiFi: POPLILICT EFF PUL;CI'E:.P
OLIMITS
IJft l'VOI LICY NUMBER (FAIND RM1!1�1SRlYYYl')
yr COMME7tCIAL GENERAL LIAcILITY EACH OCCURRENCE '$1,0N,000
—..
JAMAoE i U KE D
CLAIMS-MADE OCCUR NPP2569636 4911212018 112/2019 PZeIrI C Ea occurrence) s 100,000_
—r' MED EXP(Any one�ersan) $ 5,1)ti�
PERSONAL&ADV INJURY 1$1,000,000
GE'I L ."�F I--GATE LIMIT APP�LIEI-_FER: GENERAL AGGREGATE !52,006+006
. i.LIGY JEC Y LOC PRODUCTS-COMPWAGG SU'CIUO�ed `
AUTOMOBILE LIABILITY
COMBINED NI3LELIMTT $
;.r-rr A 10 BODILY INJURY(Per person) $
or,agEL SCHEDULED BODILY INJURY(Per accident) s
AUTOS ONLY AUTOS $
HIRED NON-OWNED RC�FRTY I7AhrAGE
AUTOS ONLY AUTO$ONLY (For dwdentl'
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE
DED L11 117: y s
14VOF KERSCOi.IPF.Id$ATIpN I PER OTH-
AP:D1=Wl'LOYE}:S'llf.E:iLITY STATUTE
YIN . EB_.......�
ANYPROPRIETORIPARTNER(EXECUTIVE ❑ NIA _E_.L.EACH ACCIDENT E
OFRCERJMEMBEREXCLUDED9 `
(Mandatary In NH) E.L DISEASE-EA EMPLOYE S
ft4es,d^:•te r^-,,,%i r EL.DiSEASE-L. I$
Ir) gra;;'T.0,1 G--)PE.RATIONS below
A Professlonal E&O Liability V i PP2569636 /12/2018 0911212019 Each Claim $1,000,000
Aggregate $2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 10 1.Addiuonnl Remarks Schedule,may,be attached if more space is required)
Clubs civic,service or social buildings or premises owned or leased Not-for-profit only,Employment Practices Liability,Directors&
cars-Non Profit Hired and Non-owned auto-included.Abuse&Molestation Each Claim$100,0001$200,000 Aggregate.
CERTIFICATE HOLDER CANCELLATION
City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
33325 8th Ave S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Federal Way,WA 98003 ACCORDANCE WITH THE POLICY PROVISIONS.
A.UTHOR14f D REP RES ENTR7LV E
(253)735-9217
©1388-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
Produced using Forms Boss Web Software.www.FormsOoss.com(c)Impressive Publishing aa4-2uu-19T7
BYLAWS OF
FEDERAL WAY YOUTH ACTON TEAM
(A Nonprofit Corporation)
ARTICLE 1. NAME
The name of this organization shall be: Federal Way Youth Action Team (hereinafter
referred to as "the Corporation").
ARTICLE 11. OFFICES-AND AGENTS
Section 1. Prinei12al Office. The principal mailing office of the Corporation shall be located
at 1911 Campus Dr. #653, Federal Way, WA 98023. The Corporation may have other mailing
or physical offices and places of business at such places within the State of Washington as
shall be determined by the directors.
Section 2. Registered Office. The registered office of the Corporation required by the State
of Washington Secretary of State shall be maintained in the State of Washington and it may be,
but need not be, identical with the principal office if located in the State of Washington. The
address of the registered office of the Corporation may be changed from time to time as
provided by the State of Washington Secretary of State.
Section 3. Registered Agent. The Corporation shall maintain a registered agent in the
State of Washington as required by the Washington State Secretary of State. Such registered
agent may be changed from time to time as provided by the Washington State Secretary of
State. The Corporation shall maintain a registered agent in such other states as may be
required by applicable law.
ARTICLE 111. PURPOSE AND POWERS
Section 1. Purposes. The Corporation is organized exclusively for charitable and
educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended. The specific purpose and objectives of the Corporation shall include, but
not be limited to, the following:
A. To provide authentic, impactful, and culturally relevant youth development
opportunities across the Federal Way community.
B. To developing community responses to youth violence symptoms, creating
systems of support for youth who may be the next victims, perpetrators, or at-
risk for populating our juvenile justice system.
Section 2. Powers. The Corporation shall have the following powers:
A. To receive and maintain a fund or funds of real or personal property or both, and
to use and apply the whole or any part of the income therefrom and the principal
thereof for the purposes set forth in Article I 11, Section 1, above.
B. To have one or more offices and to conduct and carry on any of its business at any
place in the State of Washington as may be determined by the Board of Directors.
C. To buy or otherwise acquire, sell or otherwise dispose of, mortgage or otherwise
encumber, exchange, lease, hold, use, operate, or otherwise deal in and with real,
personal and mixed property of all kinds and any rights or interest therein for any
purposes of this Corporation.
D. To borrow money and secure the repayment of monies borrowed for any
purposes of this Corporation.
E. To have and exercise any and all of those powers specified in the State of
Washington by the Secretary. To do all and everything necessary, suitable and
proper for the accomplishment of any of the purposes or in furtherance of any of
the powers set forth in Article 1 11, Section I above, either alone or in association
with other corporations, municipalities, firms, or individuals; and to do every other
act or acts, thing or things incidental or appurtenant to and growing out of or
connected with the aforesaid purposes or any part or parts thereof, provided the
same be not inconsistent with the laws under which this Corporation is organized.
ARTICLE IV. MEMBERSHIP
The Corporation shall have no members and the Corporation shall have no capital stock.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business affairs, activities, and property of
the Corporation shall be managed, directed, governed, and controlled, and the powers of the
Corporation shall be vested in and exercised by a Board of Directors composed of not less than
five (5) nor more than twenty (20) members. The Board of Directors may change the
number of directors from time to time by amending these Bylaws. No decrease in the number of
directors shall shorten the term of office of any incumbent director. Members of the Board of
Directors shall serve for two (2) years and shall be eligible for reappointment for a total of no
more than six (6) consecutive years.
Section 2. Qt.ialifications. All directors shall be natural persons of the age of eighteen(18)
years or older. Directors do not need to be residents of the State of Washington. A director
must demonstrate an interest in the purposes and activities of the Corporation and must be
interested in donating his or her time, advice, skill, energy, and support in furtherance of the
Corporation and its purposes and activities.
Section 3. Powers and Duties. The Board of Directors shall have all the powers and duties
necessary, appropriate, or convenient for the administration of the affairs of the Corporation
and for the management and operation of the Corporation's property and activities and may do
and perform all acts and things as are not prohibited by law, the Articles of Incorporation, or
these Bylaws. These duties and power of the Corporation shall include, but not be limited to:
A. Establishing and reviewing board policies governing the Corporation and its
operations;
B. Ensuring adequate resources for operation of the Corporation; helping to
identify, cultivate, solicit and acknowledge donors.
C. Establishing and supervising adequate accounting and financial procedures;
D. Promoting the goals and purposes of the Corporation and evaluating the
Corporation against such goals and purposes; and
E. Employing on behalf of the Corporation an executive director and defining the
duties and responsibilities of the Executive Director in a written job description.
Anything in these Bylaws to the contrary notwithstanding, the Board of Directors is not
empowered to perform any activity on behalf of the Corporation not permitted to be carried on
by an organization exempt from Federal income taxation under Section 501 (c)(3) of the United
States Internal Revenue Code.
Section 4. Nomination and Election. At the annual Board of Directors meeting,
individuals presented by the nominating committee shall be deemed nominated to serve on the
Board of Directors. In addition to those individuals presented by the Nominating Committee,
individuals may be nominated to serve on the Board of Directors in any number by any
member of the existing Board of Directors at any time. Existing members of the Board may
continue to serve on the Board of Directors if nominated and elected, subject to a six-year
limitation. Directors shall be elected from the persons nominated upon the affirmative vote of a
majority of the members of the entire Board. The term of office of any newly elected director
shall commence immediately upon adjournment of the meeting of Board of Directors at which
he or she was elected.
Section 5. Compensation. Directors shall serve without compensation except that they
shall be allowed reasonable advancement or reimbursement of expenses incurred in the
performance of their duties. Nothing herein shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 6. Resignation. Vacancies; Removal, Absences; Increases.
A. Resignation. Any director may resign at any time by giving written notice to the
Chair of the Board of Directors, who shall announce the resignation to the full
Board of Directors at the next regular meeting of the Board of Directors. Such
resignation shall take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
B. Vacancies. Any vacancy occurring on the Board of Directors by reason of
resignation, removal, death, or otherwise shall be filled by the affirmative vote of a
majority of the remaining members of the Board of Directors, even if less than a
quorum. A Director elected to fill a vacancy shall be elected for the unexpired term
of his or her predecessor in office. The term of office of a Director elected to fill a
vacancy shall commence upon election.
C. Removal of Elected Directors. When the notice indicates that the purpose of a
meeting is to consider the removal of Directors, at a meeting of the Board of
Directors of the Corporation, any Director may be removed from off-ice without
assignment of cause by the vote of at least two-thirds of the entire Board of
Directors.
D. Absences. If a Director misses three (3) consecutive meetings without excuse,
such absences shall be deemed to constitute such individual's tender of his or her
resignation from the Board of Directors; provided, however, the Executive
Committee shall have the authority to accept or reject such resignation.
E. Increase in Directors. The Board of Directors may vote to increase the number of
members on the Board of Directors as provided in Article V, Section I of these
Bylaws. Any directorship to be filled by reason of an increase in the number of
Directors shall be filled by vote of the Board of Directors. Any such director elected
shall hold office from the date of election until the next annual directors meeting
and until his successor has been duly elected and qualified.
ARTICLE VI. MEETINGS OF THE BOARD
Section 1. Place of Meetings. The annual, regular, or special meetings of the Board of
Directors or any committee designated by the Board shall be held at the principal office of the
Corporation or at any other place within the State of Washington that the Board of Directors or
any such committee, as the case may be, may designate from time to time.
Section 2. Annual Meetings, The annual meeting of the Board of Directors shall be held
on the second Wednesday in September of each year unless the Directors by resolution
designate a different time.
Section 3. Regular Meethigs. In addition to the annual meeting, regular meetings of the
Board of Directors or any committee designated by the Board shall be held at least seven (7)
times annually and at such more frequent intervals as the Board of Directors or any such
committee, as the case may be, may designate.
Section 4. Special Meetings. Special meetings of the Board of Directors or any committee
designated by the Board may be called at any time by the Chair of the Board of Directors, and
shall be called by the Chair upon receipt of the written request of two (2) of the Directors. In
addition, the chairperson of any committee designated by the Board or the Chair may call a
special meeting of such committee and a special meeting shall be called by the chairperson of
such committee upon receipt of the written request of two of the members of such committees.
Written request can be in the form of emails and text messages.
Section 5. Notice of Meetings, Notice of meetings may be given either personally,
personally by telephone, by sending a copy of the notice through the United States mail or by
facsimile or other electronically transmitted messaging, to the address of each Director
appearing on the books of the Corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage prepaid thereon.
If notice is given by mail, the individual calling the meeting shall also attempt to contact the
Board members by phone or email to inform them of the meeting. The business to be
transacted at or the purpose of, any annual, regular, or special meeting of the Board of
Directors or any committee shall be specified in the notice of such meeting.
A. Notice of each annual meeting of the Board of Directors, setting forth the time and
place of the meeting, shall be given to each director not less than ten (10) days
prior to the time fixed for the meeting.
B. Notice of the regular meetings of the Board of Directors or any committee
designated by the Board need not be given.
C. Notice of each special meeting of the Board of Directors or any such committee,
setting forth the time and the place of the meeting, shall be given to each Director
not less than twenty-four (24) hours prior to the time fixed for the meeting.
Section 6. Waiver of Notice. A Director may, in writing, waive notice of any meeting of
the Board of Directors or any committee, either before, at, or after the meeting; and such
waiver shall be deemed the equivalent of giving notice. Attendance of a Director at a meeting
of the Board or any committee shall constitute waiver of notice of that meeting unless he or
she attends for the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened.
Section T. QLiortim and Voting.
A. A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or
provisions of law, no business shall be considered by the Board at any meeting at
which the required quorum is not present, and the only motion which the Chair
shall entertain at such meeting is a motion to adjourn; provided, however, that in
the event of a vacancy on the Board of Directors or any such committee by reason
of resignation, removal, death or otherwise, pending the appointment of a
replacement director, a majority of directors then serving on the Board of Directors
or any such committee shall constitute a quorum.
B. Each Director shall have one (1) vote on each matter submitted to a vote of the
Board or such committee.
C. Voting by proxy shall be permitted for issues deemed appropriate by the Board.
The absent voting member shall cast a written vote and deliver it to the
chairperson in advance of the meeting. If the absent member can ultimately
attend, or if the issues at the meeting differ from that voted upon by the written
proxy, the proxy becomes ineffective. Board members may also grant authority to
individuals whom they feel will represent their interests. Such proxies are
revocable until they are voted unless there is a specific contractual agreement to
the contrary.
Section S. Majority Action as Board Action. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is present is the act
of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of
law require a greater or lesser percentage or different voting rules for approval of a matter by
the Board.
Section a. Conduct of Meetings. Meetings of the Board of Directors shall be presided
over by the Chair or a.Co-Chair of the Board, or if no such person has been so designated or, in
his or her absence, by the Vice Chair of the Board or, in the absence of each of these persons, a
Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the
Corporation shall act as secretary of all meetings of the Board, provided that, in his or her
absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Section 10. Informal Action by Directors. Any action required or permitted to be taken
at a meeting of the Directors or any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the Directors or members of
such committee, as the case may be, entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the directors or the
members of such committee and may be stated as such in any articles or documents filed
with the Secretary of the state of Washington.
Section. 1 1 . Meetings. Members of the Board of Directors or any committee designated
by the Board may participate in any annual, regular or special meeting of the Board or
committee by means of a conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.
ARTICLE VII. OFFICERS
Section 1. General. The officers of the Corporation shall consist of a Chair, or such Co-
Chairs as may be approved by a majority vote of the entire Board, Vice-Chair, Secretary and a
Treasurer or a Secretary/Treasurer. In addition, more than one Vice-Chair and such other
officers, assistant officers, agents and employees that the Board of Directors may from time to
time deem necessary may be elected or appointed by the Board of Directors in any manner
prescribed by the Board consistent with these Bylaws. Two or more offices may be held by the
same person except that one person shall not at the same time hold the offices of Chair and
Secretary.
Section 2. Election and Term Office. The officers of the Corporation shall be elected for a
term of one (1) year by the Board of Directors at the annual meeting of the Board of Directors.
Officers shall hold office until their successors are chosen and have qualified unless they are
sooner removed from office as provided in these Bylaws. Officers may serve for any number of
successive terms.
Section 3. Resignation and Removal. Any officer of the Corporation may resign at any
time by giving written notice to the Board of Directors of the Corporation. Such resignation
shall take effect at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any officer or agent
of the Corporation may be removed from office without assignment of cause by the vote of at
least two-thirds of the entire Board of Directors whenever in its judgment the best interests of
the Corporation may be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an officer or ail
agent shall not of itself create contract rights.
Section 4. Vacancies. When a vacancy occurs in one of the offices of the Corporation by
reason of death, resignation or otherwise, it shall be filled by the vote of a majority of the entire
Board. The officer so selected shall hold office for the remaining term of office.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1 . Chair. The Chair (or Co-Chair together) shall be the chief officer(s) of the
Corporation and shall have general supervision of the business activities of the Corporation. At
each annual meeting of the Board of Directors, the Chair (or one of the Co-Chair) shall give a
report of the business and activities of the Corporation for the preceding fiscal year. He or she
shall preside at all meetings of the Board of Directors. The Chair (or Co-Chair) shall perform all
the duties commonly incident to such office and such other duties as the Board shall
designate.
Section 2. Vice-Chair(s). Each Vice-Chair shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the Ch or Co-Chairs may
from time to time delegate to him or her. At the request of the Chair (or Co-Chairs), and in the
case of his or her absence or inability to act, any Vice-Chair may temporarily act in his or her
place. In the case of the death of the Chair (or any of the Co-Chairs), or in the case of his or her
absence or inability to act without having designated a Co-Chair, a Vice-Chair or Vice-Chairs to
act temporarily in his or her place, the Board of Directors, by the vote of a majority of the entire
Board, may designate a Vice-Chair or Vice-Chairs, to perform the duties of the Chair or any of
the Co-Chairs. If no such designation shall be made, all the Vice-Chairs may exercise such
powers and perform such duties.
Section 3. Secretary. The Secretary shall keep or cause to be kept in books provided for
that purpose the minutes of the meetings of the Board of Directors and any committees; shall
see that all notices are duly given in accordance with the provisions of these Bylaws and as
required by law; shall be custodian of the records and of the seal of the Corporation if the
Corporation should have a seal; and, in general, shall perform all duties incident to the office of
Secretary and such other duties as may, from time to time, be assigned to him or her by the
Board of Directors or by the Chair or the Co-Chairs. In the absence of the Secretary or in the
case of his or her inability to act, the Assistant Secretaries, if any shall act with the same
powers and shall be subject to the same restrictions as are applicable to the Secretary.
Section 4. Treasurer. The Treasurer shall have custody of corporate funds and securities.
He or she shall keep full and accurate accounts of receipts and disbursements and shall
deposit all corporate monies and other valuable effects in the name and to the credit of the
Corporation in the depository or depositories of the Corporation, and shall render an account
of his or her transactions as Treasurer and of the financial condition of the Corporation to the
Chair, the Co-Chairs, Executive Director and/or the Board of Directors upon request. Such
power given to the Treasurer to deposit and disburse funds shall not, however, preclude any
other officer or employee of the Corporation from also depositing and disbursing funds when
authorized to do so by the Board of Directors. The Treasurer shall, if required by the Board of
Directors, give the Corporation a bond in such amount and with such surety or sureties as
may be ordered by the Board of Directors for the faithful performance of the duties of his office.
The premiums on such bond may be paid by the Corporation. The Treasurer shall have such
other powers and perform such other duties as may be prescribed by the Board of Directors or
the Chair or Co-Chairs. In the absence of the Treasurer or in the case of his or her inability to
act, the Assistant Treasurers, if any, shall act with the same authority and shall be subject to
the same restrictions as are applicable to the Treasurer.
Section 5. Delegation of Duties. Whenever an officer is absent, or whenever, for any
reason, the Board of Directors may deem it desirable, the Board may delegate the powers and
duties of an officer to any other officer or officers or to any Director or Directors.
ARTICLE IX. NOMINATIONS AND ELECTIONS
Section 1. Slating; Officers. Sixty (60) days prior to the Annual meeting, the Executive
Committee shall meet, or communicate by mail or telephone, for the purpose of preparing a
slate of candidates for the director positions.
Section 2. Consent. Consent of any candidate must be secured before the name may be
placed in nomination.
Section 3. Write-In Votes. There shall be a place on the ballot for write-in votes for those
not included on the slate.
Section 4. Timing. Elections will take place at the annual meeting, and each Director
shall be entitled to one (1) vote.
ARTICLE X. EXECUTIVE DIRECTOR
Section 1. The Board of Directors may employ an Executive Director who shall:
A. Implement the policies and procedures of the Corporation as prescribed by the
Board of Directors in a written job description.
B. Be responsible for the operation of the Corporate office.
C. Employ, supervise and terminate such other staff as is deemed necessary by
the Board of Directors to carry on the business of the Corporation.
D. Assign a staff person to committees as requested by the Chair or Co-Chairs.
E. Provide Board of Directors with reports regarding current status of program
and financial situations as requested, but not less frequently than quarterly.
ARTICLE XI. COMMITTEES
Section 1. General. The Board of Directors, by a majority vote of the entire Board, may
designate and appoint one (1) or more committees of the Board of Directors, each of which
shall consist of one (1) or more directors. Such committees, to the extent provided in the
motion approved by the Board, the Articles of Incorporation, or these Bylaws, shall have all the
authority of the Board of Directors, except that no such committee or any officer of the
Corporation may amend the Articles of Incorporation; restate the Articles of Incorporation;
adopt a plan of merger or adopt a plan of consolidation with another corporation, authorize
sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the
Corporation; or amend, alter, or repeal any resolution of the Board of Directors. All decisions
and actions of a committee shall be subject to review by the Board of Directors. The
designation and appointment of any such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors or any individual director of any
responsibility imposed upon him or her by law. If any such delegation of authority of the Board
of Directors is made as provided herein, all references to the Board of Directors contained in
these Bylaws, the Articles of Incorporation, the Secretary of the State of Washington, or any
other applicable law or regulation relating to the authority so delegated, shall be deemed to
refer to such committee.
Section 2. Standirig Committees. The standing committees of the Board shall be
appointed by the Chair within a reasonable time after the annual meeting of the Board and
shall consist of the following:
A. Executive Committees. The Executive Committee shall consist of the Chair, Co-Chairs,
the immediate past Chair or Co-Chairs of the Board of Directors, Vice-Chair, Treasurer, and
Secretary. By majority vote of the entire Board, the Board may appoint additional Directors to
the Executive Committee. The Executive Committee shall be chaired by the Chair or a Co-
Chair. The Executive Committee shall meet to consider matters of a nature which cannot wait
for action until the next meeting of the Board, and shall have power to act in regard to such
matters. The Executive Committee may meet at any time to discuss the prospective agenda for
the Annual meeting or regular or special meetings of the Board or to discuss and subsequently
make recommendations on any matter to the entire Board. Notice of formal action taken by the
Executive Committee shall be provided to all Board members at the next meeting of the Board.
B. Other Committees. The Corporation shall have such other committees as may from
time to time be designated by a majority vote of the entire Board of Directors. These committees
may consist of persons who are not also members of the Board and shall act in an advisory
capacity to the Board.
ARTICLE XII. INDEMNIFICATION
The Corporation shall indemnify any director, officer, or former director or officer of the
Corporation against all expenses actually and reasonably incurred by him or her in connection
with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made
a party by reason of being or having been a director or officer, except in relation to matters as
to which he is adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be exclusive of any
other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution
or otherwise. The Corporation shall be authorized to purchase insurance or other similar device
for the purpose of such indemnification.
ARTICLE XIII. FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of the Corporation shall be such year as shall be
adopted by the Board of Directors.
Section 2. Books and Accounts. The Corporation shall keep correct and complete books
and records of accounts and shall keep minutes of the proceedings of the Board of Directors
and any committee having any of the authority of the Board. All such books and records shall
be kept at the principal office of the Corporation unless the Board of Directors, by resolution,
determines otherwise, subject to any requirements of law. All books and records of the
Corporation may be inspected by any director or his agent or attorney for any proper purpose
at any reasonable time.
Section 3. AUditing and Reports. An annual report of the affairs of the Corporation for
the previous fiscal year shall be submitted to the Board of Directors at each annual meeting
and filed with the secretary of the Corporation. The books and records of the Corporation shall
be reviewed by an independent certified public accountant at the expense of the Corporation at
such times as may be designated by the vote of a majority of the Board of Directors. The Board
of Directors may also designate a committee of its members to audit the books and records of
the Corporation at such times as it shall determine by a majority vote of its members.
Section 4. Checks and Endorsement. All checks and drafts upon the funds or credit of
the Corporation in any of its depositories shall be signed by such officer(s) or agent(s) as shall
from time to time be determined by resolution of the Board of Directors. All checks, notes, bills
receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the
Corporation shall, for the purpose of deposit, discount or collection, be endorsed by such
officer(s) or agent(s) of the Corporation or in such manner as shall from time to time be
determined by resolution of the Board of Directors. The Board of Directors may provide for the
use of facsimile signatures under specified conditions for any of the foregoing purposes.
Section 5. Execution of Instruments. The Executive Director shall have power to execute
on behalf and in the name of the Corporation any deed, contract, bond, debenture, note or
other obligations or evidences of indebtedness, or proxy, or other instrument requiring the
signature of an officer of the Corporation, except where the signing and execution thereof shall
be expressly delegated by the Board of Directors to some other officer or agent of the
Corporation. Unless so authorized, no officer, agent or employee shall have any power or
authority to bind the Corporation in any way, to pledge its credit or to render it liable pecuniary
for any purpose or amount.
Section 6. Fidelity Bonds. The Board of Directors may require that officers and employees
of the Corporation having custody or control of corporate funds furnish adequate fidelity
bonds. The premium on such bonds may be paid by the Corporation.
Section 7. Prohibition Against Loans. The Corporation shall not make loans to any
officer or director of the Corporation.
Section 8. Gifts. The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest, or devise for the general purpose or of any special Purpose of the
Corporation.
ARTICLE XIV. IRC 501(c)(3) TAX EXEMPTION PROVISIONS
Section 1. Limitations on Activities. No substantial part of the activities of this
corporation shall be the carrying on of propaganda, or otherwise attempting to influence
legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and
this Corporation shall not participate in, or intervene in (including the publishing or
distribution of statements), any political campaign on behalf of, or in opposition to, any
candidate for public office. Notwithstanding any other provisions of these Bylaws, this
Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation
exempt from federal income tax under 501 (c)(3) of the Internal Revenue Code, or (b) by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code.
Section 2. Prohibition Against Private Inurement. No part of the net earnings of this
Corporation shall inure to the benefit of, or be distributable to its members, directors or
trustees, officers, or other private persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
ARTICLE XV. DISSOLUTION
Section 1. Procedure. The Corporation shall be dissolved according to the procedures
outlined by the Secretary of State of Washington.
Section 2. Distribution of Assets. After the liabilities of the Corporation have been
discharged or provided for, the Corporation's remaining assets shall be disposed of to facilitate
one or more of the exempt purposes of the Corporation. Assets shall be distributed for one or
more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of
1986, as amended, or shall be distributed to the federal government, or a state or local
government, for public purposes. Any such assets not disposed of shall be disposed of by a
court of competent jurisdiction of King County in which the principal office of the Corporation
is then located, exclusively for such purposes or to such organization or organizations which
are organized and operated for such purposes.
ARTICLE XVI. AMENDMENT OF BYLAWS
Section L. Amendment. Except as may otherwise be specified under provisions of law,
these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted
by the vote of at least two-thirds of the entire Board of Directors.
ARTICLE XVII. CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of
Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for
any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such
holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of
Incorporation of this Corporation filed with the Secretary of this State and used to establish the
legal existence of this Corporation. All references in these Bylaws to a section or sections of the
Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as
amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE XVIII. MISCELLANEOUS PROVISIONS
The headings throughout these Bylaws are for convenience and reference only and
shall in no way be deemed to define, limit or add to the meaning of any provision hereof.
FEDERAL WAY YOUTH ACTION TEAM
r 1911 SW.Campus Dr.#653
Federal Way,WA 98023
e1 i FYWAT BOARD MINUTES
King County Library 41612018
Order nl`[iusiness: Meeting Called at 5:45 PM
Members Present:
• Winston Bell • Cynthia Macatan
• Amanda Santo • Mgju Quershi
• Charissa Eylleston • Rico Rowe
• Bobby Jennings • Jesse Johnson
Board Business
• FWYAT has become an official 501 c3
• Vote on Titles of Board members
• Bobby Jennings Voted unanimous by board as Chair
• Winston Bell Voted unanimous by board as Vice Chair
• Jesse Johnson Voted unanimous by board as secretary
• Board will search for CPA or bookkeeper as board treasurer.
• Board approved GOL,POP,and AIP as partner programs who will continue to serve with
the FWYAT in next contract
• FWYAT would move to look at roles and responsibilities of Director and Program Coord
• Proposals for website and contractors will be submitted by end of month
Adjournment: Meeting adjourned at 6:55 PM next meeting date schedule for 5/2/2018
39-
FEDERaLWAYY0U1HACfIONTFAM o'!
THE ANSWERS ARE IN COMMUNITY".
` CITY OF CITY HALL
AII8th Avenue South
Federal Way Federal Way,WA 98003-6325
Feder
(253) 835-7000
www cityoffederalway..com
City of Federal Way
Authorized Signatures for Invoices
I authorize the following individuals to sign invoices and quarterly reports on behalf of:
L=r f.ry.ti xk. W :.t I,_ va 'Ftc-ilU\ (Contracting Agency),
for J u
the following: (Program Title).
Authorizing
Signature: pkA
(must be signed by (Printed Na e) (Title)
person who signs
the contract,
generally,
Executive Director)
(Signature (Date)
Additional
Authorized
Signature:
(Printed Name) (Title)
(Signature) (Date)
Additional
Authorized
Signature:
(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.
4/25/2019 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
FEDERAL WAY YOUTH ACTION TEAM
UBI Number:
604 255 580
Business Type:
WA NONPROFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
1911 SW CAMPUS DR#653,FEDERAL WAY,WA,98023,UNITED STATES
Principal Office Mailing Address:
Expiration Date:
03/31/2020
Jurisdiction:
UNITED STATES,WASHINGTON
Formation/Registration Date:
03/29/2018
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
CHARITABLE,CIVIC
REGISTERED AGENT INFORMATION
Registered Agent Name:
CYNTHIA RICKS MACCOTAN
Street Address:
31526 11TH PL SW,FEDERAL WAY,WA,98023-4712,UNITED STATES
Mailing Address:
GOVERNORS
Title Governors Type Entity Name First Name Last Name
GOVERNOR INDIVIDUAL BOBBY JENNINGS
GOVERNOR INDIVIDUAL JESSE JOHNSON
GOVERNOR INDIVIDUAL CHARISSA EGGLESTON
GOVERNOR INDIVIDUAL MAJU QURESHI
GOVERNOR INDIVIDUAL AMANDA SANTOS
https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1