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AG 15-0978W1c. i X697 A� Q® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 11/18/2015 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 Alaska USA Insurance Brokers LLC P.O. Box 110699 Tacoma WA 98411 -0699 CONTACT Lynn Pritchett NAME: Yri PHONE (253) 534 -7700 FAX (253)534 -7702 (A /C. No Extp (A/C, No): E-MAIL ADDRESS: 1. pritchett @alaskausainsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INsuRERA:Philadelphia Insurance Companies COMMERCIAL GENERAL LIABILITY INSURED COURAGE360 3516 South 47th St Suite 205 Tacoma WA 98409 INSURER B : PHPK1412181 INSURER C : 12/31/2016 INSURERD: $ 1,000,000 INSURER E : $ 100,000 INSURERF: :15 /16GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL )VVD POLICY NUMBER IMM DDY I (MM /DD/YYYY) UMITS A X COMMERCIAL GENERAL LIABILITY X PHPK1412181 12/31/2015 12/31/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 - PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE X 'L AGGREGATE POLICY OTHER: LIMIT APPLIES 'PRO 'JECT PER: LOC PRODUCTS - COMP /OPAGG $ 2,000,000 Professional Liability '. $ 1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED. AUTOS NON OWNED AUTOS PHPK1412181 12/31/2015 12/31/2016 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA UAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN NIA PER STATUTE ERH E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Federal Way, It's Elected Officials, Appointed Officials, Employees & Agents are Additional Insured on the General Liability policy, but only with respect to work done by or on behalf of the Named Insured. Subject to policy terms, conditions & exclusions. CERTIFICATE HOLDER CANCELLATION City of Federal Way ATTN Dee Dee Catalano 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Lynn Pritchett /PRITCH ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON:_DEE DEE CATALANO 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.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: REACH PLUS 6. NAME OF CONTRACTOR: COURAGE360 ADDRESS: 515 W HARRISON STREET,KENT,WA 98032 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OR SERVICES X COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE X ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2015 COMPLETION DATE:_12/31/2016 9. TOTAL COMPENSATION $10,000 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:D YES ❑NO 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 10. DOCUMENT/CONTRACT REVIEW !r AL/DA E '. VIEWED INITIAL/DATE APPROVED yr PROJECT MANAGER .72W/111 �2DIRECTOR / .r 027 '2 t"7 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW / G/ 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 3130(/ �J ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �' DATE REC'D: L Z 1,/r ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIF TE ENSES EXHIBITS -// I IAL/DATE SIGNED 6 AW DEPARTMENT u/,JU// 1' ❑ CHIEF OF STAFF YIGNATORY(MAYOR O DIRECTS: hitfrk. 061 Vii ITY CLERK VSSIGAG# AG# j -o NED GNED COPY RETURNED DATE SENT: OS I 0412-0 COMMENTS: 11/9 r > CITY OF CITY HALL "�•.... d 33325 eral Wa VVayFeder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffedera/way.corn HUMAN SERVICES AGREEMENT FOR REACH PLUS This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal corporation("City"),and Courage360,a nonprofit agency("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: COURAGE360: CITY OF FEDERAL WAY: Shaina Rogers Denise Catalano 515 West Harrison St, Suite 208 33325 8th Ave. S. Kent, WA 98032 Federal Way, WA 98003-6325 (253) 859-0711 (telephone) (253) 835-2651 (telephone) shainar @courage360.org (253) 835-2609 (facsimile) Denise.catalano @cityoffederalway.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, 2015 and terminating on December 31, 2016 ("Term"). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES.The Agency shall perform the services more specifically described in Exhibit"A",attached hereto and incorporated by this reference("Services"), a manner consistent with the accepted professional practices for other similar IP Y ( ), P p p services within the Puget Sound region in effect at the time those services are performed,p erformed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it has the requisite training,skill,and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to obtaining a City of Federal Way business registration.Services shall begin immediately upon the effective date of this Agreement.Services shall be subject,at all times,to inspection by and approval of the City,but the making(or failure or delay in making)such inspection or approval shall not relieve Agency of responsibility for performance of the Services in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. TERMINATION.Either party may terminate this Agreement,with or without cause,upon providing the other party thirty(30)days'written notice at its address set forth above.The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount.In return for the Services,the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit`B", attached hereto and incorporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit`B". The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. 4.2 Method of Payment.On a quarterly basis,the Agency shall submit to the City an invoice for payment on a form provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this HUMAN SERVICES AGREEMENT - 1 - 1/2015 ' e ' ` CITY OF CITY HALL �.... Federal Way 33325 8th Avenue Sk Federal Way,WA 9800003-6325 (253) 835-7000 www cityoffederaiway.corn Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within forty-five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation and reports. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the performance measures set forth in Exhibit"A."Should the Agency fail to meet the performance measures for each quarter,the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement.Exceptions may be made at the discretion of the City's Human Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals.If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute.In that event,the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice.The Agency shall submit its final invoice by the date indicated on Exhibit`B".If the Agency's final invoice,supporting documentation,and reports are not submitted by the last date specified in Exhibit`B",the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice;provided, however,that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget.The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit`B".The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent(10%)of that line item.Supporting documents are necessary to fully explain the nature and purpose of the revision,and must accompany each request for prior approval.All budget revision requests in excess of 10%of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period,and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands,actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities, taxes, losses, fines, fees,penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation,their respective agents, licensees, or representatives arising from,resulting from, or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City,the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification.Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts,disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification.The City agrees to release,indemnify,defend and hold the Agency,its officers,directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities,losses, HUMAN SERVICES AGREEMENT - 2 - 1/2015 ` CITY OF CITY HALL • ;1 Federal Way 33325 8th Avenue Swath Federal Way,WA 98003-6325 (253)835-7000 www.atyotfederalway corn fines,fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts,errors,or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE; The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency,their agents,representatives,employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits.The Agency a ees to carry as a minimum,the following insurance,in such forms and with g Y �' �' � g such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations,independent contractors,products-completed operations,stop gap liability,personal injury,bodily injury,death,property damage,products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers'compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death,and property damage. 6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance,or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured,Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement,Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit"C"and incorporated by this reference. At City's request,Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are"claims made,"Agency shall be required to maintain tail coverage for a minimum period of three(3)years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY;All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws.Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling,and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications,records,files,computer disks,magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery.The Agency make such data,documents,and files available to the City and shall deliver all needed or contracted for work product upon the City's request.At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. HUMAN SERVICES AGREEMENT - 3 - 1/2015 •, ` CITY OF CITY HALL • � Federal Way South Federal Way, nu 98 25 (253)835-7000 www cityoffederalway.corn 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six(6)years after the termination of this Agreement and may be subject,at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT 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 tax which may arise as an incident of employment.Agency shall take all necessary precautions and shall be responsible for the safety of its employees,agents,and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose.All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work.The Agency shall pay all income and other taxes due except as specifically provided in Section 4.Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for other parties;however,such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services.Agency agrees to resolve any such conflicts of interest in favor of the City.Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was,is,or will be involved in the Agency's selection,negotiation,drafting, signing,administration,or evaluating the Agency's performance. 12. EOUAL OPPORTUNITY EMPLOYER.In all services,programs,activities,hiring,and employment made possible by or resulting from this Agreement or any subcontract,there shall be no discrimination by Agency or its subcontractors of any level,or any of those entities' employees,agents,sub-agencies,or representatives against any person because of sex,age(except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act,Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21,21.5 and 26,or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements,whether oral or written,shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement,the terms of this Agreement shall prevail.The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement.Any provision of this Agreement that is declared invalid,inoperative,null and void,or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement,is hereby ratified as having been performed under the Agreement.No provision of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party.If the non- assigning party gives its consent to any assignment,the terms of this Agreement shall continue in full force and effect and no HUMAN SERVICES AGREEMENT -4 - 1/2015 lkihi. CITY OF CITY HALL 33325 8th Avenue South ,..`_,, Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.corn further assignment shall be made without additional written consent.Subject to the foregoing,the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal,state,local,and city laws including,without limitation,all City codes,ordinances,resolutions,regulations, rules,standards and policies,as now existing or hereafter amended,adopted,or made effective.If a violation of the City's Ethics Resolution No.91-54,as amended,occurs as a result of the formation or performance of this Agreement,this Agreement may be rendered null and void,at the City's option. 13.4 Enforcement.Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement.Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail,postage prepaid,to the address set forth above.Any notice so posted in the United States mail shall be deemed received three(3)days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be � ) Y g Y p gr exclusive,but shall be cumulative with all other remedies available to the City at law,in equity or by statute.The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement,or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default.This Agreement shall be made in,governed by,and interpreted in accordance with the laws of the State of Washington.If the Parties are unable to settle any dispute,difference or claim arising from this Agreement,the exclusive means of resolving that dispute,difference,or claim, shall be by filing suit under the venue,rules and jurisdiction of the King County Superior Court,King County,Washington, unless the parties agree in writing to an alternative process.If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,Washington and waives any objection that such courts are an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals,in addition to any other recovery or award provided by law;provided,however,however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution.Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] HUMAN SERVICES AGREEMENT - 5 - 1/2015 CITY OF CITY HALL 33325 8th Avenue South • Federal Way Federal Way,WA 98003-6325 (253)835-7000 www cityotiederalway.corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: I JaviVegglirftWer C erk, Stephanie Courtne C tci-MEL4. MoRALES,biReCro& GOMMUN'Ty Dn/ELar t—Der/W-04 ENT- APPROVED AS TO FORM: DATE: //'� Ae,O, To r City Attorney, Amy Jo Pearsall COURAGE360 By: - �. • ; y: __ Printed Name: Kot,ii. c. Title: 1, 0 DATE: ({ -Z 3 STATE OF WASHINGTON ) ) ss. COUNTY OFA")t>;; c: ) On t day personally appeare4,,t before me PO c,., J (S ur-, to me known to be the C.) of ). e 3 that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my land and official seal thid3I day of , 20 l .�*\t. N®1 ''%` Notary's signature t►C• ��E$ ,I %:re %` • Notary's printed name ` , ' �'p 4 s ��,a =, No i Public in and for The S ate It f Washington. co ov .°;off 'is j� My commission expires al any /,1Q�q a:. Na 3 ` t t. l 5C HUMAN SERVICES AGREEMENT - 6 - 1/2015 CITY OF CITY HALL 33325 8th Avenue South 4A Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www crtyoffederalway.com EXHIBIT A SERVICES Project Summary The Agency shall provide job readiness training, skill building and pre-employment services in the City of Federal Way. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Performance Measures A. Number Served The Agency agrees to serve, at minimum,the following unduplicated number of Federal Way residents with Human Services funds: 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total JAN.— APRIL— JULY— OCT.— MARCH JUNE SEPT. DEC. No. of unduplicated Federal Way persons assisted in 2015 2 2 2 1 7 No. of unduplicated Federal Way persons assisted in 2016 2 2 2 1 7 B. Units of Service The Agency agrees to provide, at minimum,the following units of service by quarter: 1st Quarter 2nd 3rd 4th JAN.— Quarter Quarter Quarter Total MARCH APRIL— JULY— OCT.— JUNE SEPT. DEC. 2015 1. Employment Services 2 2 2 1 7 2016 1. Employment Services 2 2 2 1 � 7 HUMAN SERVICES AGREEMENT - 7 - 1/2015 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253)835-7000 www.cityoffederahvay com C. Definition of Services 1. Employment Services: Employment services are measured by hours: 175 hours of classroom instruction(job training, workplace expectations and behavior, computer skills, financial literacy, and soft skills. D. Performance Measure(s) Outcome(s)to be reported: 1. Individuals and/or families will have access to services that increase self-sufficiency. Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include,but are not limited to: • for personnel costs, payroll for actual salary and fringe benefit costs. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b)purpose of trip; and • for copy machine use,postage,telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. HUMAN SERVICES AGREEMENT - 8 - 1/2015 ' , CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253)835-7000 www.cityoffederalway.com 9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by HUD. King County FY 2015 Income Limits Summary Median FY 2015 Income Income 1 2 3 4 5 6 7 8 King Limit Person Persons Persons Persons Persons Persons Persons Persons County Category Extremely Low (30%) $18,850 $21,550 $24,250 $26,900 $29,100 $32,570 $36,730 $40,890 Income Limits Very Low $89,600 (50%) Income $31,400 $35,850 $40,350 $44,800 $48,400 $52,000 $55,600 $59,150 Limits Low (80%) $46,100 $52,650 $59,250 $65,800 $71,100 $76,350 $81,600 $86,900 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(on the dates outlined in Exhibit B) and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall also submit a quarterly Narrative Report describing the program's accomplishments and explaining any variance in quarterly service units that is more than twenty-five percent over or under the quarterly goal. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. Public Information In all news releases and other public notices related to projects funded under this Agreement,the Agency will include information identifying the source of funds as the City of Federal Way Human Services General Fund Program. HUMAN SERVICES AGREEMENT - 9 - 1/2015 4416, CITY OF CITY HALL 33325 8th Avenue South ,:�.... Federal Way Federal Way,WA 98003-6325 (253)835-7000 www.cityoffederalway.com EXHIBIT B COMPENSATION Project Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Agreement shall not exceed$10,000. A. City of Federal Way Funds 2015 2016 City of Federal Way General Fund: $5,000 $5,000 Total City of Federal Way Funds: $5,000 $5,000 B. Line Item Budget 2015 2016 Personnel Services(detail below) $5,000 $5,000 Office or Operating Supplies $ $ Rent& Utilities $ $ Communications $ $ Travel and Training $ $ Other(specify): $ $ Client Travel $ $ Administration(Overhead) $ $ Total City of Federal Way Funds: $5,000 $5,000 C. Personnel Detail Position Full Annual Salary Position Title Time Equivalent and Benefits HS Funds Program .021 $40,000 $825 Supervisor/Employment Services REACH Plus Instructors .058 $53,753 $3,146 Program Support .034 $30,680 $1,029 Total: .113 $124,433 $5,000 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 1st Quarter: April 15 or within 10 days of notice to proceed, whichever is later; 2nd Quarter: July 15; 3rd Quarter: October 15; and 4th Quarter: Final Reimbursement Request and Service Unit Report forms due January 8; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15. HUMAN SERVICES AGREEMENT - 10 - 1/2015 CITY OF CITY HALL 33325 8th Avenue South 41111 Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cttyoffederaiway.corn The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Quarterly Payments: 2015 1st Qtr $1,250 2nd Qtr $1,250 3rd Qtr $1,250 4th Qtr $1,250 2016 ist Qtr $1,250 2°d Qtr $1,250 3`d Qtr $1,250 4th Qtr $1,250 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly reimbursement requests shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit Report. Conditions of Funding The Agency agrees that it will meet any specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. HUMAN SERVICES AGREEMENT - 11 - 1/2015 ,EX/-//. 17' C- A sh CERTIFICATE OF LIABILITY INSURANCE 1 DATE(MM/DDR'YYY) 11/3/2014 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(les)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 Neu of such endorsement(s). • PRODUCER /My OD/RAOT Lynn Pritchett Alaska USA Insurance Brokers LLC PHOIN Fd1• (253)534-7700 FAX Ip/� I IA,�.Nai:(253)534-7702 P.O. Box 110699 sMES�,l.Pritchett @alaskausainsurance.com INSURER(II)AFFORDING COVERAGE NAIC S Tacoma WA 98411-0699 INSURER A:Philadelphia Insurance INSURED INSURER S: COURAGE3 60 INSURER C: 3516 South 47th St Suite 205 INSURER 0: INSURER E: Tacoma WA 98409 INSURER F: COVERAGES CERTIFICATE NUMBER:14/15 GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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. INNTSRR TYPE OF INSURANCE POUCYEPF POLICY EXP LAND POLICY NUMBER IMWDDIYYYYI IMMIDOIYYYYI UNITS GENERAL LMaRJTY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABUJTY DAMAGE TO RENTED PREMISES Ea occurrence) $ 100,000 A I CLANS-MADE © OCCUR X PBPK1254429 12/31/2014 12/31/2015 MED EXP(my one per ) I 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000 X000 GENL AGGREGATE UMIT APPLES PER PRODUCTS-COMP/OP AGO $ 2,000,000 XI POLICY El gtg E1 S AUTOMOBILE UABIIJTY BINEDsUVGLE LIMIT ui s 1,000,000 A _ ANY AUTO BODILY INJURY(Per pawn) I ALL OWED SCHEDULED PHPK1254429 12/31/201412/31/2015 AUTOS BODILY INJURY(Par accident) 8 X HIRED AUTOS X NO WNED PROPERTY DAMAGE I /Per ImIdertl 8 UMBRELLA UAB — OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I NC I MRS 1 I OTR- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L EACH ACCIDENT 8 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) EL DISEASE-EA EMPLOYEE $ DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY UNIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more apace Is required) City of Federal Way, It's Elected Officials, Appointed Officials, Employees & Agents are Additional Insured on the General Liability policy, but only with respect to work done by or on behalf of the Named Insured. Subject to policy terms, conditions & exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. ATTN Dee Dee Catalano 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way, WA 98003 Lynn Pritchett/PRXTCH --- -i ACORD 25(2010105) ®1988.2010 ACORD CORPORATION. All rights reserved. INS025(201005).o1 The ACORD name and logo are registered marks of ACORD 4/29/2015 Our Team I Carage360 � kfirot4hr -" ;,✓ t 3y,.y„t}.f . s yeti � 4 ' as Lys c ILO t9 OUR TEAM Leadership Team ROBIN LESTER, Chief Executive Officer SHEILA CHAMPEAU, Controller and Facilities Manager AUTUMN HUGHES, Contract Services Manager ANDY LEWIS-LECHNER, Development and Communications Manager SHAINA ROGERS,Site Manager-Kent CORINNE TAYLOR, Instructor& Community Partnership Coordinator WENDY SIMMONS, Employment Services Manager GWEN WILLIS, Education Services Manager Administrative Team TULAY CROSBIE, Executive Assistant CHERI HUDSON, Data Entry Specialist PHARIN THACH, Finance Assistant Development Team 1/3 httpi/www.coirage360.org/learn-more%our-team/ ' k ¢ 4 COUR AG E 360 GUIDING CAREERS. TRANSFORMING COMMUNITIES. By-Laws September 2014 TABLE OF CONTENTS ARTICLE I 3 REGISTERED OFFICE 3 ARTICLE II 3 PURPOSE 3 ARTICLE III 3 MEMBERS 3 ARTICLE IV 3 DIRECTORS 3 ARTICLE V 4 MEETING OF DIRECTORS 4 ARTICLE VI 5 OFFICERS 5 ARTICLE VII 6 STAFF 6 ARTICLE VIII 7 COMMITTEES 7 ARTICLE IX 7 MISCELLANEOUS PROVISIONS 7 ARTICLE X 9 AMENDMENTS 9 COUARAGE360-Bylaws Page 2 BYLAWS OF COURAGE360 ARTICLE I REGISTERED OFFICE SECTION 1.Registered Office and Registered Agent. The registered office of COURAGE360 herein after referred to as "the corporation"shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office. SECTION 2. Other Offices. The corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine. ARTICLE II PURPOSE COURAGE360 is organized to empower low-income persons to achieve self sufficiency through enhanced self esteem, education and employment. ARTICLE III MEMBERS The corporation shall have no members. ARTICLE IV DIRECTORS SECTION 1. General Powers. All business and policy affairs of the corporation shall be governed by its Board of Directors. SECTION 2. Number and Qualifications. The number of directors shall not be more than twenty-five. The Board of Directors shall make every effort to assure the Board consists of a diverse representative of the general population in the location and places where the corporation does business. No person may serve in the capacity of both a Director of this COUARAGE360-Bylaws Page 3 corporation and as a staff member of the corporation. A Director is expected to serve on committees as required. SECTION 3. Election. The directors shall be elected for a three-year term. Each year, the Board of Directors shall put forward a slate of directors whose three-year terms are expiring and who are willing and eligible to be considered for re-election. This slate shall be distributed and the vote held no later than the June general meeting of the Board of Directors.A new Director may come on board any time,providing the total number is twenty-five or fewer. Directors may be re-elected for no more than three consecutive three-year terms. If a Director is elected between July and December,the first term shall be effective in the current fiscal year; if a Director is elected between January and June,the first term shall be effective in the next fiscal year. SECTION 4. Voting. Members of the Board of Directors shall be entitled to one vote for each position on the Board.Voting will be permitted by electronic transmission pursuant to RCW 24.03.085. Proxy voting will not be permitted. SECTION 5. Leave of Absence. Directors whose temporary circumstances render them unable to meet their obligations to the corporation may apply in writing for a leave of absence. A member on leave is excused from board meetings and committee assignments. These absences will not be counted in the determination of a quorum. SECTION 6. Removal. Any director or officer may be removed for cause. Notice of proposed removal of a director must be given to such director or officer in writing prior to the date of the meeting at which such removal is to be voted upon and opportunity to respond shall be provided at that meeting. Notice to the director or officer must include the cause for the proposed removal. Removal must be approved by a majority of the entire Board of Directors (with the challenged director or officer abstaining from such vote). SECTION 7. Remuneration. Directors shall not receive any salary for services. ARTICLE V MEETING OF DIRECTORS SECTION 1. Regular Meetings. The Board President shall designate the time and place for the holding of regular meetings. Meetings shall be held monthly unless otherwise specified. Meetings will be conducted through Roberts Rules of Order. SECTION 2. Participation of Directors Telephonically. Directors may participate in regular meetings,telephonically if unable to attend in person. COUARAGE360-Bylaws Page 4 SECTION 3. Annual Meeting. The annual meeting of the Board of Directors shall be in August of that fiscal year. The annual meeting shall be open to the entire staff of the corporation and the general public. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by request of the President or any three(3)directors. Notice of the call of a special meeting shall be in writing and delivered for transmission to each of the directors at her/his last known physical or electronic address,not later than the third day immediately preceding the day for which such meeting is called. SECTION 5. Quorum. Fifty-one percent of the number of directors shall constitute a quorum for doing business. The act of the fifty-one percent of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Exceptions to the fifty-one percent will be in the case of voting for the fiscal budget,voting to revise the investment policy,voting for officers or new directors, voting to approve amended By-Laws or any action taken at a special meeting. These exceptions will require a quorum of two-thirds of the number of directors. ARTICLE VI OFFICERS SECTION 1. Officers. The officers of the corporation shall be the President,Secretary, Treasurer and, in alternate years,either President-Elect or President Emeritus. SECTION 2. Annual Election. Each year,the Board of Directors shall put forward a slate of candidates for officer positions becoming vacant in the coming fiscal year. This slate shall be distributed and the vote held no later than the June general meeting of the Board of Directors. SECTION 3. Vacancies, New Offices. Vacancies or new offices shall be filled upon vote of the board at any meeting of the Board of Directors to serve until the next election of officers. SECTION 4. President. The President is the Chairperson of the Board and shall ensure that the Board of Directors fulfills its responsibilities for the governance of the Organization. The President shall preside at all meetings of the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect. If the President is unable to attend a board meeting she/he shall designate either the President Elect or President Emeritus to preside over that meeting.The Board President,subject to the direction of the Board of Directors,shall oversee the affairs of the corporation. The President's term will be two years. SECTION 5. President Elect. The President Elect shall act for the President in her/his absence and perform such other duties as the President may direct. If President does not fulfill her/his term,the President Elect will become acting President until the end of the term. The President Elect's term will be one year or until required to become acting President. COUARAGE360-Bylaws Page 5 SECTION 6. President Emeritus. The President Emeritus is the immediate past president and shall serve one year in order to provide continuity regarding board resolutions. President Emeritus may, as needed, chair the board meetings if neither the President nor President Elect is present. SECTION 7. Secretary. The Secretary shall attend all meetings of the Board of Directors or appoint a director to replace her/him if she/he cannot be present. She/he shall keep minutes of all meetings and proceedings, including all votes and resolutions presented at these meetings,these records shall be kept in the primary office of the Corporation. The Secretary's term will be one year and the number of terms is unlimited except by the provisions of Article IV Section 3. SECTION 8. Treasurer. The Treasurer shall oversee the corporate funds and securities. She/he shall be responsible to review financial statements monthly for reasonableness and for asking questions critical to developing an understanding of the corporation's financial position and accuracy of presentation. She/he shall make quarterly visits to the corporation to perform Inquiries and tasks deemed necessary to monitor the internal financial processes. The Treasurer shall ensure that an annual audit of all fiscal transactions will be conducted by a reputable professional CPA firm. The Treasurer's term will be one year and the number of terms is unlimited except by the provisions of Article IV Section 3 ARTICLE VII STAFF SECTION 1. Chief Executive Officer(CEO). The CEO is hired and terminated by the Board of Directors and is directly responsible to the Board and serves as the liaison between the Board and the Agency Staff. The CEO is responsible for the overall operations of the corporation pursuant to guidance by the Board. The CEO shall have full authority for direction of the employees of the corporation with authority to hire and discharge staff. The CEO shall work in partnership with the Board to lead the Organization in achieving its stated mission. SECTION 2. Salaries. The salary of the CEO shall be recommended by the Compensation Committee, reviewed by the Finance Committee,and approved by the Board of Directors. All other salaries shall be recommended by the CEO and reviewed by the Compensation Committee. COUARAGE360-Bylaws Page 6 ARTICLE VIII COMMITTEES SECTION 1. Executive Committee. The Board of Directors shall designate their officers as an executive committee. The Executive Committee,to the extent provided In such resolution,shall have and may exercise authority delegated by the Board of Directors in the business and affairs of the corporation except where such action must be by the Board of Directors as specified by the Washington Non-Profit Corporation Act or the By-Laws or Articles of the corporation. Establishing such a committee and delegating power to it,does not relieve the Board of Directors or any member thereof of any responsibility imposed upon it by law. Any decision made by the Executive Committee shall be reported in written minutes to the Board of Directors. All acts of the Executive Committee shall be deemed accepted as acts of the full board unless overturned by a majority vote of the Board at its next regular meeting. SECTION 2. Finance Committee. The Finance committee is chaired by the Board Treasurer and shall have no fewer than two other persons appointed by the President and approved by the Board of Directors. The committee shall be responsible for monitoring the fiscal affairs of the corporation and approval of the annual audit of the corporation. SECTION 3. Compensation Committee. The Compensation Committee is chaired by the Board President and consists of the President, President Elect and/or President Emeritus, and one other member of the Board,to be appointed by the President. The committee shall be responsible for initiating the review process for the CEO, including delivering the annual review to the CEO and determining the CEO's annual compensation. SECTION 4. Other Committees. Committees represent the Board of Directors and perform such functions as the Board assigns to them. The Board may create,empower and disband committees or task forces as it deems necessary to carry out its duties through a charter outlining the committee's specific task. Committee chairs will be appointed by the Board President and need not be members of the Board of Directors,however at least one member of any committee shall be a member of the Board of Directors. ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 1. Contracts.The Board of Directors may enter into contracts or execute and deliver any agreement in the name of the corporation provided the contract or agreement deals with the goals and objectives of the corporation. Contracts that are in the normal course of daily operation of the corporation's business shall be signed,entered into and executed by the CEO or the Board's duly authorized agent. COUARAGE360-Bylaws Page 7 SECTION 2. Line of Credit. Upon recommendation of the Finance Committee and approval of the Board,the corporation may acquire through competitive bids a line of credit with an accredited financial institution. The sole purpose of this line of credit is to offset cash flow restrictions resulting from slow-paying accounts receivable. No other indebtedness shall be issued in the name of the corporation unless authorized by a resolution of the Board of Directors. SECTION 3. Checks. Checks under$500.00 may be signed by the CEO or a member of the Management team;checks over$500.00 must be signed by two Management team members. The Finance Committee of the Board of Directors will review the selection of employees,other than the CEO,who are authorized to be signers on the account. SECTION 4. Indemnification. The corporation shall indemnify its officers,directors,or former officers and directors„employees, and.any person who may have served at Its request as a director or officer against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such director or officer,except in relation to matters as to which he or she shall be adjudged to be liable for gross negligence or misconduct in the performance of duty. Expenses incurred in defending such action, proceeding or investigation may be paid by the corporation in advance of the final disposition thereof, if authorized by the board of directors. Liability Insurance: The Corporation shall purchase and maintain insurance on behalf of any person who is or was an officer,director, employee or agent of the corporation against any liability asserted against such person whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Washington law. SECTION 5. Fiscal Year. The fiscal year of the corporation shall begin on the first day of July in each year and shall end on the last day of June in each year. SECTION 6. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees. All books and records of the corporation may be inspected by any director or officer for any proper purpose at any reasonable time. SECTION 7. Conflict of Interest. Whenever any director has any personal, business or other direct interest in an issue before the Board of Director for a vote,that director shall state the extent of that interest prior to participating in a discussion on the issue and shall abstain from a vote thereon. COUARAGE360-Bylaws Page 8 ARTICLE X AMENDMENTS SECTION 1. The By-Laws may be altered,amended,or repealed at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of two-thirds of the directors present at such a meeting. Note: At the September 17, 2014 board meeting Karen Hansen moved and Char Grinolds seconded the motion to amend the Articles of Incorporation(to be filed with the State of Washington on October 1, 2015)to reflect the change of name for the organization from Washington Women's Employment and Education to COURAGE360.The motion was passed by a unanimous vote by the Board of Directors present. I do hereby certify that the foregoing By-Laws,consisting of nine pages,are a true and correct copy of By-Laws of the COURAGE360, Inc.adopted as amended by the Board of Directors at the regular meeting on September 17,2014. SECTION 2. Repeal: "All prior bylaws of the corporation not hereinabove contained or inconsistent with or in conflict with the foregoing bylaws are hereby repealed. Adopted 1982 Revised: July 1993 March 1997 July 1999 November 2003 April 2006 Februa ry 2008 June 2010 September 2010 September 2014 7 Michelle Barnett DATE: September 17, 2014 COUARAGE360-Bylaws Page 9 • ` CITY OF CITY HALL �. 33325 8th Avenue Federal Way Federal Way,WA 988 003 03 -6325 (253)835-7000 www crtyoffederalway.com City of Federal Way Human Services Contract for 2015-2016 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: aic_ O (Contracting Agency), for the following: '6A-C,ff Pi_CL$. (Program Title). Authorizing Signature: ,5/A/ ../! Le-Sre2 Ceo (must be signed by (Printed Name) (Title) person who signs the contract, generally, Executive Director) 1 a31/‘ ( ignature) (Date) Additional Authorized Signature: its D reCS. (P ted Name) (Title) Ik ' ignature) (Date) Additional Authorized Signature: (Printed Name) (Title) (Signature) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. , A 0 CERTIFICATE OF LIABILITY INSURANCE i 1113/2 i4") 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(les)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 Cr Lynn Pritchett Alaska USA Insurance Brokers LLC tj i Eaet. (253)534-7700 I u NoC(259)534-7702 P.O. Box 110699 AD DRESS:1.pritchett @alaskausainsurance.com INSURER(S1 AFFORDING COVERAGE NAIL N Tacoma WA 98411-0699 INSURER A:Philadelphia Insurance INSURED INSURER 8: COURAGE3 60 INSURER C: 3516 South 47th St Suite 205 INSURER D: INSURER E: Tacoma WA 98409 INSURER F: COVERAGES CERTIFICATE NUMBER:14/15 GL 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. POLICY EFF POLICY EXP ILTR TYPE OF INSURANCE ���� P•UCY N M UNITS:ER ..... GENERAL UABIUTY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED A — ]CLAIMS-MADE © OCCUR X PHPK1254429 PREMISES Exp(Anyone o e pera,,) $ 105,000 1I 12/31/201412/31/2015 (A,h,��) S 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE 8 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG S 2,000,000 ' X POLICY 7,9.r I J LOG $ AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT rn S 1,000,000 A ANY AUTO BODILY INJURY(Per person) S ALL ALTOSVED SCHEDULED PHPK1254429 12/31/201412/31/2015 BODILY INJURY(Per accident) S X AUTOS PROPERTY D GE $ X HIRED AUTOS — (Per accident) S UMBRELLA LIAB _• OCCUR EACH OCCURRENCE S EXCESS UAB CLAIMS-MADE AGGREGATE _ S I _ DED I I RETENTIONS $ WORKERS COMPENSATION I WC STAR:- IOTH- AND EMPLOYERS'UABIUTY TORY I IMITS FR Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICERIIAEMBER EXCLUDED? N/A (Mandatory In NH) E.L DISEASE-EA EMPLOYEE $ DH yyere,describe under b E.L.DISEASE•POLICY LIMIT S ESCRIpT10N OF OPERATIONS bsw DESCRIPTION OF OPERATIONS/LOCATIONS,VEHICLES(Attach ACORD 101,Addluonal Remarks Schedule,If mare apace Is required) City of Federal Way, It's Elected Officials, Appointed Officials, Employees & Agents are Additional Insured on the General Liability policy, but only with respect to work done by or on behalf of the Named Insured. Subject to policy terms, conditions & exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. ATTN Dee Dee Catalano 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way, WA 98003 Lynn Pritchett/PRITCH _ .. _ ACORD 25(2010/05) ®1958-2010 ACORD CORPORATION. All rights reserved. INS025(201005).01 The ACORD name and logo are registered marks of ACORD Ahhi CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalwaycom City of Federal Way Human Services Contract for 2015-2016 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: ai r O (Contracting Agency), for the following: '&--71-c-ff 7 $. (Program Title). Authorizing Signature: B/A1 e - Ce0 (must be signed by (Printed Name) (Title) person who signs the contract, generally, Executive Director) 11% /‘ ( ignature) (Date) Additional Authorized Signature: -54A A. 4rarS (P • ted Name) (Title) " 41(Ad ignature) (Date) Additional Authorized Signature: (Printed Name) (Title) (Signature) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list.