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AG 13-096RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CED/HS 2. ORIGINATING STAFF PERSON: DEE DEE CATa,L.allo EXT: 2651_ 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT � GOODS AND SERVICE AGREEMENT X HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.c. sorm xsr.n�v nocuMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL � OTHER 5. PROJECT NAME: EX3 TEE1v C�rrEx 6. NAME OF CONTRACTOR: BoYS & GIIU.s CLUS oF Knvc Couiv�r ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS X PROOF OF AUTHORITY TO SIGN ❑ REQUIItED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: O1/O1/2013 COMPLETION DATE: 12/31/2014 9. TOTAL COMPENSATION $30,000 (INCLUDE EXPENSES AND SALES TAX, ��) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPIAYEES TTTLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ 1�s ❑ tvo IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001-7300-083-562-10-410: $20,000 001-7300-089-562-10-410: $10,000 10. DOCUMENT/CONTRACT REVIEW I1�TI AL / DAT REUIEWED ITTITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (� arPr.icnB�) ❑ LAW Q 3 • t�l • �3 11. COLTNCIL APPROVAL �IF APPLICABLE� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING // �% � ❑ SENTTO VENDOR/CONTRACTOR DATE SENT: f�ZJ / �,3 DATE REC'D: `7"/ ❑ AT"TACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS T� ❑ L EPARTMENT SIGNATORY (MAYOR oR c�rox) � ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: �� � i� � � /��i:1r/�i'� ,�� ��i` _ .� � � � .I 11/9 CITY OF CITY HALL ' � �� � � ��' ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. citynffederalwey. com HUMAN SERVICES AGREEMENT FOR FEDERAL WAY BOYS & GIRLS CLUB AND EX3 TEEN CENTER This Human Services Agreement ("Agreernent") is made between the City of Federal Way, a Washington municipal corparation ("City"), and Boys & Girls Club of King County, a non-profit organization ("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: BOYS & GIRLS CLUB OF KING COUNTY CITY OF FEDERAL WAY: Mark Hendricks Denise Catalano PO Box 3134 33325 8�' Ave. S. Federal Way, WA 98063 Federal Way, WA 98003-6325 (253) 835-2651 (telephone) (253) 436-6501 (telephone) (253) 835-2401 {facsimile) mhendricks ositiv lace.or denise.catalano ci offederalwa .com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period of two (2) years commencing on January 1, 2013 and terminating on December 31, 2014 ("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 muhzal 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 similaz services within the Puget Sound region in effect at the time those services are perfoxmed, 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 traini.ng, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and govemmental 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 sha11 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 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. TERNIINATION. 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 I2, 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 a.nd according to a rate or method as delineated in Exhibit "B", attached hereto and incarporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit "B". The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. HUMAN SERVICES AGREEMENT - 1- 4/2011 CITY E7F CITY HALL ' ' ��. � . 33325 8th Avenu2 South � �� � � �+�' ��� .. ��: �edet`�11 Way. N!A 9B003-8325 : � � (253) 835-7000" � ►vww. atyolfederrrhvoy. com 4.2 Method of Pavment. 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 vn a quarterly basis by the City only after the Seryices have been performed and within forty-five (45) days after the City's receipt anii approval of a complete and correct invoice, supporting documentation and reports. The City will use the quantity of Services actually dehyered, as reported on the Agency's reports, as a measure of satisfactory performance under this Agieement. The'City sha,ll review the Agericy's reports to monitor compliance witli the performance measures set forth in Exhibit "A." 5hould the Agency fail to meef the performance measures for each quarter, the City re§erves tlie right to adjust payments ori a�pro rata basis at any time d�ring tlie term of this Agreemen� Exceptions may be made at the discretion of the City's Human Services Manager in cases where circumstances beyoad 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 portian of the invoice, it shall notify th� Agency arid 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 porkion. 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 paymeiit to the Agency of the amounts set forth in said invoice or any subsequent invoice; pro�iided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budeet. The Agency shall apply the funds received from the City under this Agreement in accordance with the li.ne 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 ctxmulative amount of transfers from a line item in any Project/Program Exhibit is expected to eaccaed 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 aze 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 aze allocated. No penalty or expense shall accrue to the City in the event this provision. applies, 5, INDEMrTiFICATTON. 5.1 Agencv 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 ofaction, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to br 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, o�cers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on tke same terms and conditions as the Ageney pursuant to this pazagraph. 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 5tate industrial insurance act, Title 51 RC W, solely fof 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 auy 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 khis waiver. HUMAN SERVICES AGREEMENT - 2- 4/2011 � � cirv oF '�..'�•..�.-, Federal CITY HALL �( p/�� 33325 8th Avenue South V v Federa! Way, WA 98d03-6325 (253)835-�O�Q � www. cityoflederalway. com 5.3 Citv Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harxnless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attomey'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 terniination.. 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 atising from premises, operations, independent contractors, products�ompleted operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with Iimits no less than $1,000,000 for each occurrence and $1,000,000 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 Liabilitv. Agency's mai.ntenance of insurance as required by the agreement sha11 not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recotuse 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 Ciry shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency sha11 provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Agency shall fiirnish the City with copies of a11 insurance policies and with evidence of payrnent 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 ternunated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or temunation of this Agreement. 7. C ONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be cansidered confidential subj ect 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 recoi�ds 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 make such daia, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. HUMAN SERVICES AGREEMENT - 3- 4/2011 CtTY dF �M��p� F��� �"C� � CITY NAL� �Ilf Y�� 33325 8fh AvenUe South ° Federal Way, WA 98003-6325 (253) 835-7000 www cityot(ederalw�y.cam 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reilect 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 ali funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination ofthis 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 AGENCY. The Parties intend that the Agency shall be an independent Agency 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 ta�c which may arise as an incident of employment. Agency shall take all necessary precautions and shalI be responsible for the safety of its employ�s, agents, and subcontractors in the performance of the Services and work and shaIl utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency shall be respansible 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 insuranee that is purchased for the benefit of the City, regardless of whether such may pmvide a secondary ar incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employrnent contraet. 11. CONFLICT OF INTEREST. It is recagnized that Agency may or will be performing services during the Tern� for other parties; however, such performance of ather 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 dces nat have a business interest or a clase family relationship with any City officer or employee who was, is, or will be invalved in the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 12. EQUAI.OPPORTi7NITY EMPLOYER In all services, pmgrams, activities, huing, 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, ar representarives against any gerson 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 ghysical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be timited to, the following: employment, advertising, layoff ar 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 ofthe Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, ar local law or regulation regarding non-discrimination. 13. GENERAL PROVI5IONS. 13.1 Interpretation and Modification. This Agreement, together with any attaehed Exhibits, contains a11 of the agreements of the Parties with resp�t to any matter eovered 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 deelared 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 autharized representatives of the Parties. 13'.2 Assi�ment and Beneficiaries. Neither the Agency nor the City shall have the right to tcansfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Pariy. If the non- HUMAN SERVICES AGREEMENT - 4- 4/2011 CITY OF � �, F�d�ral �ll/a � CITY HALL 33326 8fh Avenue South Federat Way, WA 980Q3-6325 (253) 835-7Q00 www. cityoffederrliway. 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 ofthe 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 witli and perform the Services in accordance with all applica.ble federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, nzles, standards and policies, as now existing or hereafter amended, adopted, or made effective. ff a violation of the City's Ethics Resolution No. 9I -54, as amended, occurs as a result of the formation or perfonnance 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) da.ys 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 a11 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 Cityto 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 aze unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, sha11 be by filing suit under the venue, rules and jurisdiction of the Ki.ng 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 ofthe sta.te 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 sha11 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 maybe executed in any number of counterpatts, each of which shall be deemed an original and with the same effect as if a11 Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instnzment, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] HUMAN SERVICES AGREEMENT - 5- 4/2011 ��h�ctrv o� F�d�ral GITY HALL ����� 33325 8th Avenue Sauth ' Federal Way, WA 98003-6325 (253) 835-70QQ www crryoifederatway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY !,, P "ck Doherty, Direc r Cammunity & Economic Development Services DATE: / � � � ( / BOYS & GIRLS CLUB OF KING COUNTY By: . Printed Name: �' G-�VIn �o�S Title: �jf'25��e n�' ��' �� Da��� �P►� � c� � 3 STATE OF WASHINGTON } ) ss. COUNTY OF k�1�IC-,� ) ATTEST: City Clerk, Carol McNeilly, MC APPRQVED AS TO FQRM: � �, � � i /��/ � �.����.. ,, . ,�� � _ . , � � On this day pe �nall appeared before me ( �.. to me known to be the ����C��Q of ��N 1, �,` 0 that executed the foregoing mstnunent, and acknowledged the said instrument to be the free and voluntary act and deed of said corporarion, for the uses and purposes therein mentioned, and on oath stated tha�she was authorized ta execute said instrument and that the seal affixed, if any, is the corparate seal of said carporanon. N� �S�C� GNEN my hand and official seal this � day of ��/(� , 20� jVOtlPy �ublie Statc ef Washington STERHANIE H DENQ MY COMMISSION EXPIRE3 August 07, 2015 , Notary's signature Notary's printed name Natary Public in and for thg S�tat�T W D gton. My cammission expires f� �� HUMAN SERVICES AGREEMENT - 6- 412011 CITY OF '��.:, Fed�r�rl Way EXHIBIT i°A" SERVICES Project Summary CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyotfederalway. tom The Agency shall provide quality out-of-school prograuis 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: 1" Quarter 2"d Quarter 3rd Quarter 4te Quarter JAN. — MARCH APRIL - JUNE NLY — 3EPT. OC'f. — DEC. TOtSI No. of unduplicated Federal Wa ersons assisted in 2013 214 214 214 213 855 No. oi unduplicated Federal Wa ersons assisted in 2014 214 214 214 213 855 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1't Quarter 2°d Quarter 3rd Quarter 4t� Quarter JAN. - MARCH APRIIr NNE JULY — SEPT. OCT. —DEC. TOtRI 2013 1. Youth Services 8 8 8 8 32 2. 2014 1. Youth Services 8 8 8 8 32 2. HUMAN SERVICES AGREEMENT - 7- 4/2011 CITY O� � ����r 1 �' CITY HALL ����� 33325 Sth Avenue South ` Federa( Way, WA 98003-6325 {253} 835-70Q0 www.crtyohederahvay com G Definition of Services 1. Youth Services: Each youth participating in our program is considered a service unit. We track these units in our KidTra�c database. "�outh Services`" can include any of our licensed child care or drop-in programs. D. Outcome(s) Outcome(s} to be reported: l. Increased academic success. Youth will strengthen skills that support academic success. Indicator 1: Kids give at least 75% of desired responses to 12 questions relate�i to academic success factors, as measured by written surveys. These factors include homewark completion, attitude toward school, and support received at the Club. Indicator 2: Middle and High School students participating in Study Squad/Be Great will show 90°lo achievement of prograrn's attendance, course cvrnpletion, and grade level progressionlgraduation goals, as measured by school records. 2. Improved family relationships. Youth develop/maintain positive relationships with family, as we11 as other peers and adults in their lives, demonstrating the ability to make healthy choices. Indicator: Kids give at least 75% of desired responses to 28 questions related to risklprotective factars. These factors include participation, relationships, leadership, responsibility, and behaviors. Records A. Project Files The Agency shall maintain files for this project containing the following items: l. Notioe of Grant �lward. 2. Nlotions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspandence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supparting documentatian. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such recards inelude, but are not limited to: ■ for personnel cvsts, payrall for actual salary and fringe benefit costs. ■ for staff travel, documentation of mileage charges for private auto use must include: a) destination and starCing location, and b) purpose of trip; and • for copy maclzine use, postage, telephane use, and office supplies when these costs are shared with other programs and no invaice is available, log sheets ar annotated invoices. HUMAN SERVICES AGREEMENT - $ - 4/2011 � CITY OF �;;, F'ederal CfTY HALL ��� 33325 8th Avenue SouUt Federat Way, WA 98003-6325 (253)835-7000 awvw. cityoffederalway. cam 9. Documentation of client income. The Agency agrees to use the HLJD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by H[7D. K�ng County FY 20�.3 Incorrie Umits Silmmary �ffect�ve 12%11/201.:2 . ... ..:. ,._,. ..... Median Income 1 2 3 4 5 6 7 8 Income ��mit person Persons Persons Persons Persons Persons Persons Persons Category Extremely Low (30%) $18,200 $20,800 $23,400 $26,000 $28,100 $30,200 $32,250 $34,350 Income Limits Very Low $86,70D (50%) Income $30,350 $34,700 $39,050 $43,350 $46,850 $50,300 $53,800 $57,250 Limits Low �80�� $45,1OQ $51,550 $58,000 $64,400 $69,600 $74,75Q $79,900 $85,050 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 shoulc� be tracked in an ongoing manner and submitted annuaily 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 Ciry. 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 - 9 - 4/2011 � CIfiY 4F �����i� ������ ' CITY HALL ��� i�� 33325 $th Avenue Sauth ' !v Federal Way, WA 98003-6325 (253)835-7000 www c�tyotfeder�lway. com EXHIBIT i�B" COMPENSATION Project Budget The Agency shall apply the follawing funds to the project in accordance with the Line Item Budget Summary. The total amaunt of reimbursement pursuant to this Agreement shall not exceed $30,OQ0. A. City of Federal Way Funds 2013 2Q14 Gi of Federal Wa General Fund: $15,000 $15,000 Total Ci of Federal Wa Funds: $15,000 $15,000 C. PersonnelI)etail Position Title Position Full Annual Salary HS Funds Time E uivalent and Benefits nta TotaL• $ $ Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 1 st Quarter: April 15 or within 10 days of natice ta 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 $; Demographic Data Report and Annual Uutcome Data Report with supparting documentation due January 15. The Agency shall submit Reimbursement Requests in the format requestetl by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing periad. HUMAN SERVICES AGREEMENT - 10 - 4/2Q11 .�r� CITY OF ,�,,,,,, Fed�r�l Estimated Quarterly Payments: 2013 1 st Qtr 2nd Qtr 3rd Qtr 4th Qtr 2014 1 St Qtr 2nd QiT 3ra Qtr 4� Qtr $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 CITY HALL ��� 33325 8th Avenue Sauth Federa[ Way, WA 98003-6325 (253)835-7000 www. cifynfledera/way. com Expenses must be incurred prior to submissian 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 qtxarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit Report. . Conditions of Funding The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the 2013-14 Human Services General Fund Allocation Process including: No Conditions. HUMAN SERVICES AGREEMENT - 11 - 4/2011 . ,. � .. �r r CITY HA�L 33325 8th Avenue Sauth Federa[ Way, WA 98Q03-6325 (253} 835-70U0 ww�v. cityoffederaiway. cam City of Federal Way Human Services Gontract for 2013-2Q14 General Fund Authorized Signatures for Invoices 1 authorize the following individuals to sign invoices and quarterly reports on behalf of: �� gc, �� c-1S �� S v-� �j n�t C i���l-� (Contracting Agency), for the following: Authorizing Signature: (must be signed by person who signs the cont�act, generaUy, Executive Directorj � �.,�� 1 h � (Printed Name) � (Title} ram Title). � Additional Au#horized Signafure: Additional Authorized Signafure: ��.-�-r► � k. �u �r�ra �r � L°-� i�na, l.�i re c�tN- �tC�k. � n��i ���5 �-�t,� ��t'Lc-��' (Printed Name) (Title) Note: It is the responsibility of the contrac#or to inform the City of Federal Way if #hey wish to add a name to or delete names from this list. Boys & Girls Clubs of King County County Board Meeting Minutes at Schwabe, Williamson and Wyatt; 1420 5th Avenue #3400, Seattle 3-28-20 I 2 BOARD ATTENDANGE ATTENDEES Q Charlie Ball � Hahns Burg � Joan Bonvicini � Elena Donio � Kristin Gibson � Gen Guinn � Brian Hamilton � Matti Havener ❑ Ron Henderson � Don Jenkins � Kelly Kemp � Mary Marino ❑ Peter Musser ❑ Dan Niles BI Tom Parsons � David Robinson � Jon Roskill (web) � Lanette Rugis 0 Matt Sauri � Erika Schmidt � Brad Thoreson � Gloria Wildeman � Tammy Young ❑ Ron Wilkowski � Calvin Lyons � Brian Hamilton Mark Smith, Eric Newman, Penny Smay, Richard Harris, Stacey Ravetta, Lisa Skerrit (Schwabe,) Trent Greenfield (Schwabe), Terri Olson-Mitler ($RV Board Chair) AGENDA 1. Welcome & Call to Order: 4:04 pm 11. Introduction ot Calvin Lrons� new PresidendCEO: • Calvin spoke to the need to continue serving all kids throughout the entire county and his enthusiasm for the work to be done. • One goal is to get a strong resource development team and Waldron is providing a discounted service to recruit the best possible candidates. • Another is the support of the staff through different budgeting strategies towards recruiting and renewing what has been lost in recent years. III. Financial U ate: • We should finish the year at about $14 M in revenue. • The financial sustainability deficit remains at about $500K loss. • Our LOC balance hit $ I M for one day but went down the next day and remains at $995K. BGCKC Board Meeting Minutes March, 2012- Page I of 2 • Over the last two months we received $776K (Mercer Island) and $420K (Ballard) from Youth Recreation Facilities (YRF) funds from the state commerce department and used them to pay down the debt. For the first time in over two years our debt is under $ I OM. • The Donor Loan Program committee members had a major donor-loan meeting last week. The donor desired a detailed look at the financial history of the organization. Hahns, Eric and Brian created a brief presentation that explains this very well and will present it to the Board next month. • Renton/Skyway doesn't own the building but they "own" the maintenance on the building. Perhaps discussion with other non profits in a similar situation would be beneficial. • Our club staff is spending their time hiring landscapers, electricians, mechanics, etc. and if there were a way to take that off their plate it would be a help to them. IV. Task Force/Committee Updates: • We need leadership for Marketing/Resource Development and H.R. Committees. KidsBreakfast • Help is needed for Thank You Note writing after the Breakfast. Contact Brian Hamilton if you can help. • Sponsors are still needed. The goal is $120K and we're at about $80K. • Erika will gather the recent articles on Calvin to send out to Board members so they can e-mail them out to their invitees. • Rob McKenna is scheduled to attend, Sue Rahr is possibly attending. Board Development: • New Board candidates, Stacey Ravetta and Richard Harris were introduced to the Board. VI. Consent Agenda items: • The January minutes and new Board candidates were unanimously approved. Meetin� Adjourned: 5:15 �m BGCKC Board Meeting Minutes March, 2012- Page 2 of 2 BOYS & GIIi,LS CLUBS OF KING COUNTY BYLAWS Appr�v�d June 27, 2012 Boys & Girls Clubs of King County BYLAWS TASLE OF CONTENTS ARTICLEI ORGANIZATION ................................................................................................................1 1.1 Offices 1.2 Structure 1.3 Fiscal Year ARTICIE li 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 BOARDAFDIRECTORS......., .............................................................................................1 Duties Election Meetings Special Meetings Quorum Notice Cumutative Voting Electronic Mail Conflicts of Interest ARTICLE 111 OFFICERS NOMINATING COMMITTEE AND NOMINATI�NS .........................,................. 2 3.1 Selection 3.2 Nominations 3.3 Terms of Office ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 ARTICLE V 5.1 5.2 5.3 5.4 EXECUTIVECOMMITTEE ................................... .......... ................ ..................... 3 Duties Membership Election Meetings Special Meetings Quorum Cumulative vating Removal and Vacancies OFFICERS.......................................................................................................................... 3 Positions Election Removal Vacancies f � � Boys & Girls Ciubs of King County SYLAWS 5.5 Board Chair 5.6 Chair-Elect 5.7 President%Chief Executive Officer 5.$ Secretary 5.9 Treasurer , ARTICLE VI COMMITTEES . . ..... .... ......... .... .......................................................... ........ 5 ARTICLE VII BRANCH ADVISORY BOAROS ........................................................................................... S 7.1 Establishment of Branch Advisory Boards 7.2 Duties ARTICLE VIII INQEMNIFICATION' OF QIRE�1'ORS, OFFICERS, EMPIOYEES AND AGENTS ....., ............... 5 8.1 Liability of Directors 8.2 Power to Indemnify 8.3 Power to Enter Into ContraCts 8.4 Indemnification of Officers 8.5 Character of Rights 8.6 Enforcement 8.7 Rights not Exclusive 8.8 Survival of Benefits 8.9 Severabitity 8.10 Appl'rcabfe Law ARTICLE IX CONTRACTS, LOANS, CHECI�S, DEPOSITS .......................... ..................... ..................7 9.1 Contracts 9.2 Loans 9.3 Check, Drafts, etc. 9.4 Depasits 9.5 Loans ta Director and Officers ARTICLE X AMENDMENTS TO BYLAWS ....................... ......... ...................... ...............................8 Boys & Giris Clubs of King County BYLAWS ARTICLE I ORGANIZATION 1.1 Offices The corporate offices of the Boys & Girls Clubs of King County (the "Corporation°), shall be located in 5eattle, Washin�ton. The corporation may have such ather offices located within the State of Washington from time to time, subject to approval by the Baard af the Corporation. 1.2 Structure The Corporation is a 501(c)(3) organization as more specificalty described in its Articles of lncorporation filed with the State of Washington. 1.3 Fisca! Year The fiscal year of the Corporation shall begin on the first day of July and conclude on the last day of7une of the following year (the "Fiscal Year"j. ARTICLE If BOARD OF DIRECTORS 2.1 Duties The Board of Directors is responsible for the management of the business, praperty and afFairs of the Corporation, including but not limited ta: • Management, maintenance and custody of land, buildings, equipment, securities and all ather property; • Approval of the annual budget; • Oversight of fund management, including borrowing, raising and disbursing funds; • investment of funds of the Corporation; � Sell, buy and exchange property and securities of the Corporation; • Make contracts; • Appaint the President/CEO • Perform all other duties, and have such other powers as may be necessary, to carry out the purposes of the Corporation. 2.2 Electian The Corporation shall be subject to certain oversight and regulation by a group of Directors (each a"Directar"j caUed the Board the qirections (also referred to herein as the "Board"►. The Board shall etect all new Directars, or existing Directors to new terms, in the manner set forth in the Article V of the Articles of lncorporation. The Executive Committee of the Board shall nominate the proposed Officers tthe "Offices�s") of the Corporation. The Board shail elect the Officers in the manner described in the Articles of Incarporation and in these Bylaws. The Officers of the Corporation and the Chairpersons of Corporations' Committees (the "Chairpersons"} shall comprise the Executive Committee (the "Executive Committee") of the Board. 2.3 Meetings The Board shail meet at least four times per year (the "Board Meetings") ta receive reports from the Executive Committee, the Officers and/or the Chairpe�sons, elect the Officers of the Corporation and the Chairpersons proposed by the Executive Committee and act on any other matters, which may properly come before it as proposed by the Executive Committee, the Officers andjor the Chairpersons. The Executive Gommittee witl determine the tirne and place of the Board Meetings. Boys & Girls Clubs of King County BYLAWS 2.4 Special Meetings Special meetings of the Baard may be heid at the call of the Officers, a majority vote of the Executive Committee or a majority vote of the Board. 2.5 Quorum A quorum of the Board shall be no less than fifty percent (5096) of the Directors. The affirmative vote ofthe majority of those present and voting shait be a binding decision on the Corporation. 2.6 Notice Written or printed notice s#atin� the place, date and hour of the annual meeting of the Baard or any special meeting shall state the purpase or purposes far which the meeting is called, shall be delivered not less than 10 and no more than 50 days 6efore the date of the annual or special meeting. The notice may be delivered in person, by email, by regular mail at the direction of the Chair of the Executive Committee, by a quorum of the Executive Committee, by an t)fficer of the Board, or by a quorum of the Board, which deli�ery shal! occur through the Secretary af the Corparation or his/her designee. 2.7 Cumulative Voting No Rirector shail have the right to cumulate his or her vote. 2.$ Etectranic Mai{ If permitted under applicable taw, cammunication by electronic mail shall be considered equivaient to any communication otherwise required to be in writing originating from the Corporation, the Executive Camm�ttee, the Officers and/or the Committee Chair. It is the obligation of the Board to assure that ali communicatians by Electronic Mail are authentic and defivered as required by the Articles of Incorporation and these by-laws. 2.9 Confiicts of interest The Board shall develop, maintain and adopt a written policy concerning conf(icts of interest between Directors and the Carporation. Upon election to the Board, each new Director will be advised of the conflict of interest policy and must execute a written acknowtedgmen# of the policy. AR'i'ICLE lll OFFIC, FRS NOMINATING COMMtTTEE AND IVOMINATIONS 3.1 Sefection The Baard Chair shall select a Nominating Committee of at least three mernt�rs of the Board, whose duty shall be to present every two years nominatioRS for the Officers of the Corparation at the annual meeting of the Baard. Setection of the Nominating Gommittee shall occur at least thirty days before the date of the applicable annual meeting, unless noticed and presented at a speciat meeting. 3.2 Nominations Any Director may nominate candidates #or OfFicers at the applicable annual meeting or special meeting. 3.3 Terms of Office The Board Chair shail serve a term of two years. The Treasurer shail serve a term of twa years, staggered with the term of the Board Chair, such that the Board Chair term will overlap with the term of the Treasurer for a peripd af one year. Directors shall serve a term of three years and, subject to afFirmative vote by the eoard, rnay serve up ta two additional consecutive terms. Boys & Girls Clubs of King County BYLAWS y.. . • 1�. �� a .. 4.1 �uties When author.ized by the Board, the Executive Committee shali have and may exercise all of the authority af the Board of Directors in the management of the business and affairs of the Corporation. 4.2 Membership The Executive Committee shall be comprised of the O�cers of the Corporation and, if reqaired by the Board Chair, certain committee chairs. Officers include the Board Chair, the Board Chair-Eiect, Secretary, Treasurer and the President/CEO of the Corporation. Ail members of the Executive Committee shall be Directors. 4.3 Election Officers of the Board will be selected in the manner specified in Articles il and i{I. The Board Chair, with the advice and consent of the Nominating Committee and the Executive Committee, shaN appoint all Chairpersons of the Committees. 4.4 Meetings Regutar meetings of the Executive Committee shall be held not less than ten times per year. 4.5 Special Meetings The Executive Carnmittee shall hold special meetings of the Executive Committee at the cail of the Board Chair or by a majarity vote of the Executive Committee, Notice of any specia! meeting shal( be given by the Board Chair or Executive Committee not less than 5 days before the meeting. The notice shal! be given in the manner permitted in these Bylaws. The notice shall set forth the place, date, hour and purpase of the special meeting. 4.6 Quorum More than 50 percent of the members of the Executive Committee shall constitute a quorum far the transaction of business at any meet'rng. The affirmative vote of the majority of those present and voting shall be the act of the Executive Committee and binding on the Corparation. � 4.7 Cumulative vating No member shall have the right to cumulate his or her vote. 4.8 Removal and Vacancies A member of the Executive Committee may be removed from office by a twa-thirds vote of a quorum of Executive Committee members present at any regular meeting or special rneeting called for that purpase. Arry vacancy occurring in the Executive Committee shafl be filled at the next regutar meeting of the Executive Committee or in any other manner permitted by these Bylaws. A person elected to filf a vacancy of an Executive Committee member shall serve for the duration of the unexpired term of their predecessor in office. • ; 5.1 Positions Officers shall consist of a Chairperson, a Chair-Elect, Secretary, Treasurer and the President/CEO of the Corporation. Boys & Girls Clubs af King County BYLAWS 5.2 flection Officers shal! be elected in the manner specified in Articles II and IIi. 5.3 Removat The Executive Committee shaH have the pawer to remove o�cers as specified in Article IV. 5.4 Vacanties The Executive Committee shall fill vacancies in the manner specified in Article IV. 5.5 Board Chair The Board Ghair shall preside at all meetings of the Executive Committee and at all Baard meetings. The Board Chair will Mave the responsibilityto appoint the Committee Ghairs, but will not have the power ta appoint the Branch Advisory Board Directars. The Board Chair shall be an ex-afficio member of all Committees and the Branch Advisory Boards. The Board Chair shall sign such papers as may be required by the office or as may be directed by the Executive Committee, and heJshe shap perform such other duties, as may be incidentalto the office. The Executive Committee shall be responsible for alf acts retated to the Branch Advisory Baards. 5.6 Chair-Elect The Chair- I act for the Board Chair i is/her absence during regular or special Exe� ve Committee or 'ngs of the Board. PresidentJChief Executive Officer The President/GEO reports to the Executive Committee and shall be a full-time employee of the Corporation. He or she will serve as an ex-officia Director of the Board of Directors and the Executive Cammittee> The Executive Cammittee shall fix the compensation and prescribe the duties and terms of emptoyment of the President/CEO. The President/CEO shall be responsible for. � Managing the affairs of the corporation; • Niring, dismissing and direcfing the work of the ernpioyees in accordance with the job description; • Preparing budgets af revenue and expense for the approval of the Finance Committee; • Authorizing expenses in accordance with the approved budget, or as directed by the Executive Committee; • Attending afl rneetings of the Baard and the Executive Committee, unless otherwise directed by the Executive Committee; • Making reports of the work and affairs of the corporation to the Board Chair, Executive Cammi j �e Board of Directo�s at their meetings. 5.8 Secretary The Secretary shall approve the corrtpiled minutes o a regutar and special meetings of the Board and Executive Committee. The Secretary shall maintain r�cords of the Executive Committee and Board minutes as well as Executive Committee resolutions and actions, bylaws and articles of incarporation. The S�cretary sha41 sign papers as may be required by the office or as may be directed by the Executive Carnrnittee, a major"ity vote af the Executive Committee, the Board as permitted by the Bylaws and Articles of i�corporatian, and shalf perfarm other duties a may be incidentai to the office. 5.9 7reasurer The Treasurer shali be responsibie for overseeing the Finance Committee and wiil work with the Director of Accounting to ensure appropriate use of monies of the Corporation. The Treasurer will check that funds are bein� deposited and dispersed in accordance with the directions of, and upon the signatures af persons 4 Boys & Girls Clubs af King County BYtRWS designated by, the Executive Committee. The Treasurer will provide financiai updates to the Baard Chair, Executive Committee and the Board on a routine basis, or more frequently, as required. The Treasurer will cause the books of account of the cvrporation to be audited at least once annually by a certified public accountant approved by the Executive Committee and will present the conclusions of the same at the annual meetin� of the Board The Treasurer will also sign such papers as may be required by the office or as may be directed by the Executive Committee, and shall perform other duties a may be incidental to the office. ..: __ • � u In addition to the Executive Committee, the Board or the Executive Committee may establish and a6olish standing or special committees. Committee Chairs have the responsibility of generating and implementing a work plan each year and informing the Executive Committee about progress. The Baard Chair may require that a committee chair serve on the Executive Committee. Committee members can be members of the community who are not on the Board of Directors, but the Chair shal! be a Director. . .. :� .�i ��:�� �, • :� _. _ 7.1 Establishment of Branch Advisory Boards The Executive Committee shall have the authority to establish one or more Boys & firls Ciubs of King County branch units (or Clubs) and shall provide far the establishment of a Branch Advisory Board far each branch unit. Branch Advisory Boards, insofar as may be feasible, shatl consist of persons residing in or maintaining business address in the community or neighborhood served by the club. Each Braneh Advisory Board shall have a President who shall serve on the Boys & Giris Ciubs of King County President's Council. If a Branch Advisory Board President is unable to attend Presidents Councif ineetings, the Branch Advisory Board may designate a named representative to serve on the Presidents Councit during the term of office of the Branch Advisory Board President. One member of the Presidents Counctl will be elected to serve as Chair of the Council. The person in the role of Chair of the Council will serve as a voting Director of the Board of Directors. 7.2 t?uties Each Branch Advisory Board shall be responsibie for supporting the affairs of their respective branch unit as delegated b�r and subject to the controi of the Executive Committee and to ihe limitations of the Articles of Incorporation and Bylaws of the corporation. The Branch Advisory Boards are not responsible forthe financiai management of a branch unit, but are instead community ambassadors who share their talents, time and fundraising support. l �.►�� i_' �� • � ' �1•` � , • � , 8.1 uabitity of Directors A Rirector shall have no liabitity to the Corporation or its Directors far monetary darnages as a Director, except for acts or omissions that involve intentional misconduct by the Diredar, ar a knowing violation of law by ihe Director, or for any transaction from which the Director will personally receive a benefit of rnoney, property or services to which the Director is not legally entitled. If the Washington Nonprofit Corporatian Act is hereafter amended to authorize action further eliminating or limiting tMe personal liabitity of Directors, then the liabil'�ty of a Director shall be eliminated or limited to the full e�ent permitted by the Washington Nonprofit Corporatian Act, as so amended. Any repeal or modification of this article shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification for, ar with respect to, an act or omission of such Director occurring prior to such repeat or modification. Notwithstanding Boys & Girls Clubs of King County BYLAWS the foregoing, any indemnification provided for herein shall be limited to the proceeds af insurance available ta the carporation. 8,2 Power to Indemnify 7he Corporation shaN indemnify, defend and hoid harmless any Director, Officer, of the Corpvration made party to a proceeding as specified under Sections 8.1 and 8.4, anless an exception to such indemnification is applicable. 8.3 Power to Enter Into Gontracts The corporation may enter into contracts with any person who is, or was, a Director, OfFicer, employee and agent of the corporation in furtherance of the best interests of the Corporation. The Corpo�ation may create a trust fund, grant a security interest in property of the Corporation, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as proVided in this Article. 8.4 lndemnification o€ Officers The Corparation shall, by action of its Executive Committee ftom time to time, indemnify, defend and hold harmfess any person wha is or was an C3fficer of the Corporation, and pay expenses in advance af final disposition of a proceeding, to the same extent as Director, ar to any lesser extent that the Executive Cammittee may determine, uniess that person has engaged in prohibited acts as described in Section 8.1. 8S Character of Rights The rights to indemnification and payment af expenses in advance of final disposition of a proeeeding conferred by or pursuant to this Article shall be contract rights. 8.6 Enforcement A Director or Officer, ("claimant") shall be presumed to be entitled to indemnification under this Article upan submissian of a written claim. In an action brought to enforce a daim for expenses incurred in defending any proceeding in advance of i#s final disposition, the ctaimant shall be presumed to be entitled to such payment upan submission of a written affirmation of the ctaimant's good faith belief that he or she acted in good faith and to the best interests of the corporatian and, in the case of a criminal proceecting, was not unlawful, and a written undertaking, execufed personally or on the claimant's behalf, to repay the advance if it is ultimately determined that the claimant did not meet the required standard of conduct. Thereafter, the corporation shall have the burden of proof to overcome the presumptian tfiat the claimant is not so entitled ta indemnification and/ar payment of expenses. If a ctaimant under this Article is not paid in full by the Corparation within 60 days after a written claim has been received by the carporation, except in the case of a claim for expenses incurred i� defending a proceeding in advance of its final disposition, in which case the appticable period sha11 be twenty {20) days, the claimant may be at any time thereafter bring suit against the corporation to recaver the unpaid amount of the claim and, to the extent successfu! in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the €ailure of the Corporation (including its Executive Committee , i�s members or independent legal caunsel) ta have made a determination prior to the commencement of such action that indernnification of or reimbursement or advancerrsent of expenses to the ciaimant is proper in the circumstances nor an actual determination by the corporation (including its Executive Committee, its members or independent legal counsel) that the ciaimant is nat entftled to indemnification or ta the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled, anless such determination was made by the Executive Committee pursuant to Article VIII, pa�agraph 8.4 of these bylaws. 6 Boys & Girls Clubs of King County BYLAWS 8.7 Rights not Exclusive The right to indemnification and payment of expenses of advance of finai disposition of a proceeding conferred in this Article shatl not be exclusive of any ather right, which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement or vote of inembers or disinterested Director of otherwise. 8.8 Survival of Benefits Any repeal or madification of this Article shalf not adversely affect any right af any person existing af thetime of such repeal or modification. 8.9 Severability If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to appticable law, the remainder of th�s Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shali continue in full force and effect. 8.10 Applicabte Law For purposes of this Article, "applicable law" shafl at all times be construed as the applicable law in effeet at the date indemnification may be sought, orthe law in effect at the date of the action, omission or a�her event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification. As of the date hereof, applicable law shall include RCW 23B.Q8.320 and 500 through .60d, as amended. • ;� �� • � , r �. 9.1 Contracts The Board may authorize any Officer(s) or Agent(s) of the Corporation to enter inta any contract or execute and de(iver any instrument in the name of and on behalf of the Corporation, and that authority may be general ar confined to specific instances. 9.2 Loans No loans shall be contracted on behalf of the Carporation and no evidences of indebtedness shal! be issued in its name uniess authorized by a resolution of the Board, which authority may be gene�al. 9.3 Check, Drafts, etc. An Officer or appointed agent of the Corpo�ation shail sign alt checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation or Agents(s) of the Corporation and in the manner as shalf fram time to time be prescribed by resolution of the Executive Gommittee. 9.4 Deposits Alk funds of the Corporation not otherwise employed shatl be deposited from time to time to the credit of the Corporatian in the banks, trust companies or other depositories. 9.5 l.c�ns to Director and �fficers The Corporation shall make no loans to any Officer or Director. 7 Boys & Girts Clubs of King County BYLAWS R� TICIE X AMENDMENTS TO BYLPWS These Bylaws rnay be amendecE by a vote of the Directors at any regular or specia! meeting called for that purpose, provided that the praper notice has been provided for herein. This is to certify t t an lune 27`h, 2012, at the 2012 Annual Meeting, a quorum of the Board of Directors of the Boys & G CI bs of King County adapted these bylaws by unanimous c sent. Erika Schmidt, Board Chair Brad Thoreson, Baard Chair Terrrt,l�rJy 1< 2t111 t�rrough lune 3t1, 2f11Z �, � °i � 12- Date Term July 1, 2t312 through 1ur�e 3i3, 2014 � � J 7� Date ACORO� DATE (MMIDD/YYYY) � CERTIFICATE OF LIABILITY INSURANCE 4/22/2013 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 �Sleen FTdnCiS N ME: The Partners Group Ltd PHONE .(425) 455-5640 F� .(425)455-6727 14432 SE Eastgate Way, Ste 400 vooR�ess�mfrancis@tpgrp.com Bellewe WA 98007 INSURED Boys & Girls Clubs of King County 603 3tewart 3t., Suite 300 Seattle WA 98101 COVERAGES CERTIFICATE NUMBER:12-13 GL AL LL - Master 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 L UBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM D MM GENERAL LIABILITY EACH OCCURRENCE $ 1� 000 � OOO X COMMERCIAL GENERAL LIABILITY p A E a� $ 1, O00 , 000 A CLAIMS-MADE � OCCUR X HPR913956 9/1/2012 /1/2013 MED EXP (Any one person) $ 20 � 000 PERSONAL & ADV INJURY $ 1, OOO � 000 GENER,4L AGGREGATE $ 3, OOO � OOO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGC� 5 3, OOO � 000 POLICY PR� X LOC $ AUTOMOBILE LIABILITY Ea acB.ciNd D IN L LI IT 1 OOO OOO A X ANY AUTO BODILY INJURY (Per person) $ ALLOWNED SCHEDULED HPK913956 /1/2012 9/1/2013 BODILYINJURY(Peraccident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Pera i e t combined sin le limit $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTI N $ yi� WORKERS COMPENSATION WC STATU- X OTH- AND EMPLOYERS' LWBILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 8PK913956 Il/2012 9/1/2013 E.L. EACHACCIDENT $ 7. OOO OOO OFFICER/MEMBER EXCLUDED? � N�'4 L: Sto Ga WA Onl (Mandatory in NH) P P Y E.l. DISEASE - EA EMPLOYE $ 1 000 000 If yes, descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 OOO OOO DESCRIPTION OP OPERATIONS I LOCATIONS I VENICLES (Attach ACORD 101, Addidoaal Remarks Schedule, H more space Ia required) Re: Operating costs/program services at Federal Way Boys & Girls Club. Certificate holder is included as Additional Insured on General Liability as their interest may appear as respects written agreement with the Named Insured per form PI-GLD-HS (10-11) - GL Human Services Deluxe Endorsement attached. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clt]7 Of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 9718 Federal Way� F�a� 98063-9718 AUTHORIZEDREPRESENTATIVE ___--------- Don Jenkins/1�'RAN c,_., . �-�-'��'°� ACORD 25 (2010/05) O 1988-2010 ACORD CORPORATION. All righta reserved. INS025 ��mnn�i m The A!`ARI'1 name anrl Innn aro runi¢lorn�l marlre nf A(`�1RIl Boys & Girls Clubs of King County Eff 9-1-2012 to 9-1-2013 Policy # PHPK913956 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABI�ITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 H I PAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Included 7 Em lo ee Covera e Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury — includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the fol lowing: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I— COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a$30,000 limit. A client is de�ned as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION 1— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V— DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contracY'; 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (7j (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I— COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V— DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. °Violation" means the actual or alleged failure to comply with the regulations included in the H I PAA. - Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION i— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I— COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. 1. Supplementary Payments SECTION I— COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suiY', including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I— COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement — Janitorial Services Client Coverage SECTION I— COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a$10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers°, directors, trustees, authorized representatives or any one to whom you entrust the keys of a"clienY' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing �rm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additionallnsureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the foliowing is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or perForming duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injur�' caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (� Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f�; or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in perForming operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the foilowing provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (bj "Bodily injury" or "property damage" included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suiY' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury — Mental Anguish SECTION V— DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V— DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V— DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insu�ance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia lndemnity Insurance Company