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AG 17-057
11 RETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: CD /CS 2. ORIGINATING STAFF PERSON: _SARAH BRIDGEFORD 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2651 3. DATE REQ. BY: G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: TRANSITIONAL HOUSING PROGRAM 6. NAME OF CONTRACTOR: _FUSION ADDRESS: /565 ou - 3361"- *r)2,4 it.VQ, ((W , cif003 TELEPHONE 253 - q13- 4033 E -MAIL: / nfo 6 t inn ftetwai / wail . can FAX: N/A SIGNATURE NAME: peq91 t-oFbrkt TITLE irlA a ''J Bost roirnrr. 7 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE X ALL OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2017 COMPLETION DATE: 12/31/2018 9. TOTAL COMPENSATION $_36,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001- 7300 - 083 - 562 -10 -410 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER g DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT C IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: Itain COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SI D it AG# DATE SENT: l 1/4/2017 Corporations: Registration Detail - WA Secretary of State A Department of Revenue will be performing maintenance on Jan 7, 2017 from 8AM to 12PM. Annual reports for corporations and LLCs will not be available during that time. FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED MDNEEDY UBI Number 602388063 Category REG Profit/Nonprofit Nonprofit Active /Inactive Active State Of Incorporation WA WA Filing Date 04 /20/2004 Expiration Date 04 /30/2017 Inactive Date Duration Perpetual Charity This corporation is also a charity. View Into a Ihtto: / /www.sos.wa.cov /charities /search detail asox?charity id=207371 Registered Agent Information Agent Name Shirley Ayers Address 308 SW 29578 PL City FEDERAL WAY State WA ZIP 98023 Special Address Information Address PO BOX 23934 City FEDERAL WAY State WA Zip 98093 Governing Persons (as defined in RCW .fos(1z)(Klappeg w /apdefatlaspC'ate=23.%.TUS)I Title Governor Name WROBLEWSKI, BOB Governor Dillon, Pat Governor Steed, Denise Governor Hiller, Byron Address 31826 48TH CIRCLE SW FEDERAL WAY, WA 98023 4303 5 300th PI AUBURN, WA 98001 15907 134th Ave. Ct. E PUYALLUP, WA 98374 539 SW 336th ST FEDERAL WAY, WA 98023 https://www.sos.wa.gov/corps/search_detail.aspx?ubi=602388063 1/1 CITY OF .L Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 w vw cilyoffederalway. com HUMAN SERVICES AGREEMENT FOR TRANSITIONAL HOUSING PROGRAM This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and FUSION, a Washington nonprofit corporation ( "Agency"). The City and Agency (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: FUSION: Peggy LaPorte 1505 South 336th Street, Suite 104 Federal Way, WA 98003 (253) 973 -4033 (telephone) info@fusionfederalway.org The Parties agree as follows: CITY OF FEDERAL WAY: Sarah Bridgeford 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) Sarah.Bridgeford@cityoffederalway.com 1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2017 and terminating on December 31, 2018 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve the Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay theAgency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. HUMAN SERVICES AGREEMENT 1 4/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci yoffederalway. com 4.2 Method of Payment. On a quarterly basis, the Agency shall submit to the City an invoice for payment on a form provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by this Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within forty -five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation, and reports. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the performance measures set forth in Exhibit A. Should the Agency fail to meet the performance measures for each quarter, the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement. Exceptions may be made at the discretion of the City's Human Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency' s final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit B, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10 %) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency' s negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City' s inspection or acceptance of any of Agency' s work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency' s indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. HUMAN SERVICES AGREEMENT - 2 4/2015 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. crtyoffederalway corn 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney' s fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are "claims made," Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City' s request. At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. HUMAN SERVICES AGREEMENT - 3 4/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Agency shall be an independent contractor and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Agency' s selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Agency or its subcontractors of any level, or any of those entities' employees, agents, sub - agencies, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- HUMAN SERVICES AGREEMENT - 4 - 4/2015 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cifyoffederalway.com assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City' s option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] HUMAN SERVICES AGREEMENT - 5 - 4/2015 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 aw w. cityoffedereiway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: FUSION: By: z//eVrq Printed Name: / !1 Title: v•04._C / j3 pee-6\ mt► -A0-C DATE: 03( nIrf ATTEST: anie Courtney, CMC, 1L Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me ?um Let Pock to me known to be the ,-o4e -dcs % (3ea iv atC of Y.,S\o✓■ that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 2 :r% day of V4'lcv-r,L. _, 20 PATRICK WEST NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES NOVEMBER 29, 2018 Notary's signature Notary's printed name Notary Public in and for the State o Washington. My commission expires 1(�a ck 9,0 l2 HUMAN SERVICES AGREEMENT - 6 - 4/2015 Federal Way EXHIBIT A SERVICES Project Summary CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 twwv cityoffederalway. com The Agency shall provide transitional housing in the City of Federal Way. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents with Human Services funds: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1st Quarter JAN. — MARCH 2nd Quarter APRIL — JUNE 2nd Quarter APRIL — JUNE 4th Quarter ter OCT. — DEC. 3rd Quarter JULY — SEPT. 4th Quarter OCT. — DEC. Total No. of unduplicated Federal Way persons assisted in 2017 10 10 10 10 10 40 No. of unduplicated Federal Way persons assisted in 2018 2018 10 10 10 10 40 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: C. Definition of Services 1. Case Management: One service unit is case management for one family for one year. The case manager spends an average of 3 hours per family per month. HUMAN SERVICES AGREEMENT - 1 HSA Exh 1/2017 1St Quarter JAN. — MARCH 2nd Quarter APRIL — JUNE 3rd Quarter JULY — SEPT. 4th Quarter ter OCT. — DEC. Total 2017 1. Case Management 10 10 10 10 40 2018 1. Case Management 10 10 10 10 40 C. Definition of Services 1. Case Management: One service unit is case management for one family for one year. The case manager spends an average of 3 hours per family per month. HUMAN SERVICES AGREEMENT - 1 HSA Exh 1/2017 CITY Of 44, Federal Way D. Performance Measure(s) CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include, but are not limited to: • for personnel costs, payroll for actual salary and fringe benefit costs. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b) purpose of trip; and • for copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines which will be provided by the City. King County FY 2016 Income Limits Summary Median Income King County FY 2016 Income Limit Category 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons $90,300 Extremely Low (30 %) Income Limits $19,000 $21,700 $24,400 $27,100 $29,300 $32,580 $36,730 $40,890 Very Low (50 %) Income Limits $31,650 $36,150 $40,650 $45,150 $48,800 $52,400 $56,000 $59,600 Low (80/) Income Limits $48,550 $55,450 $62,400 $69,300 $74,850 $80,400 $85,950 $91,500 HUMAN SERVICES AGREEMENT 2 HSA Exh 1/2017 Pecleral Way Reports and Reporting Schedule CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com The Agency shall collect and report client information to the City quarterly and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. Public Information In all news releases and other public notices related to projects funded under this Agreement, the Agency will include information identifying the source of funds as the City of Federal Way Human Services General Fund Program. HUMAN SERVICES AGREEMENT 3 - HSA Exh 1 /2017 Fiecleral Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera!way. com 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 Thirty -Six Thousand and 00 /100 Dollars ($36,000.00). A. City of Federal Way Funds 2017 2018 City of Federal Way General Fund: $18,000.00 $18,000.00 Total City of Federal Way Funds: $18,000.00 $18,000.00 B. Line Item Budget 2017 2018 Personnel Services (detail below) Office or Operating Supplies Rent & Utilities Communications Travel and Training Other (specify): Professional Services /Contracted Case Management $18,000.00 $18,000.00 Client Travel Administration (Overhead) Total City of Federal Way Funds: $18,000.00 $18,000.00 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: 1st Quarter: April 15 or within 10 days of notice to proceed, whichever is later; 2nd Quarter: July 15; 3rd Quarter: October 15; and 4th Quarter: Final Reimbursement Request and Service Unit Report forms due January 8; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15. The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. HUMAN SERVICES AGREEMENT - 4 - HSA Exh 1/2017 "stkik Federal Way Estimated Quarterly Payments: 2017 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 2018 1 Qtr 2nd Qtr 3rd Qtr 4th Qtr $4,500.00 $4,500.00 $4,500.00 $4,500.00 $4,500.00 $4,500.00 $4,500.00 $4,500.00 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway. com Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly reimbursement requests shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year -end on the Service Unit Report. Conditions of Funding The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. HUMAN SERVICES AGREEMENT 5 HSA Exh 1/2017 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program (NPIP) Policy Number N 1- A2 -RL- 0000013 -08 Endorsement Effective 6/1/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above. Schedule Person or Organization (Additional Insured): As Per Schedule on file with Clear Risk Solutions, Underwriting Administrator Attn: Sarah Bridgeford City of Federal Way 33325 8th Avenue S Federal Way, WA 98003 Regarding the 2017 -2018 Human Services Grant, pertaining to transitional housing. City of Federal Way is named as Additional Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached. A. With respects to the General Liability Coverage Part only, the definition of Insured in the Liability Conditions, Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule. Such Person or Organization is an Insured only with respect to liability for Bodily Injury, Property Damage, or Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations; or 2. In connection with your premises owned or rented to you. B. The Limits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract or written agreement; or 2. Declarations for this policy, whichever is less. These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged. Includes copyrighted material of the Insurance Services Office, Inc., with its permission. RL 2163 12/12 Page 1 of 1 3229253 Fusi13 Non Profit Insurance Program CERTIFICATE OF COVERAGE Issue Date: 04/03/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEN D OR ALTER T HE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAT IVE OR PRODUCER, AND THE CERT IFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGRATION IS WAIVED, subject to the terms and conditions of the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE Clear Risk Solutions 451 Diamond Drive Ephrata, WA 98823 GENERAL LIABILITY American Alternative Insurance Corporation AUTOMOBILE LIABILITY American Alternative Insurance Corporation PROPERTY American Alternative Insurance Corporation, et al. MISCELLANEOUS PROFESSIONAL LIABILITY INSURED Fusion PO Box 23934 Federal Way, WA 98093 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF 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 CONDIT IONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP DESCRIPTION LIMITS DATE DATE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY N1- A2 -RL- 0000013 -08 06 /01/2016 06/01/2018 PER OCCURRENCE $5,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $10,000,000 INCLUDES STOP GAP PRODUCT -CO MP /OP $5,000,000 PERSONAL & ADV. INJURY $5,000,000 (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50,000,000 AUTOMOBILE LIABILITY ANY AUTO N1- A2- RL- 0000013 -08 06/01/2016 06/01/2018 COMBINED SINGLE LIMIT $5,000,000 (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE PROPERTY N1- A2- RL- 0000013 -08 06/01/2016 06/01/2018 ALL RISK PER OCC EXCL EQ & FL $75,000,000 EARTHQUAKE PER OCC $1,000,000 FLOOD PER OCC $1,000,000 (PROPERTY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE MISCELLANEOUS PROFESSIONAL LIABILITY 06/01/2016 06/01/2018 PER CLAIM EXCLUDED (LIABILITY IS SUBJECT TO A SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS Regarding the 2017 -2018 Human Services Grant, pertaining to transitional housing. City of Federal Way is named as Additional Insured regarding this grant only and is subject to policy terms, conditions, and exclusions. Additional Insured endorsement is attached. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLI CY PROVISIONS. CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE Attn: Sarah Bridgeford City of Federal Way Feder 8th Avenue S Federal Way, WA 98003 2 �f i '� . ��j ��/ `r �`�tM/ 3229252 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com City of Federal Way Human Services Contract for 2017 -2018 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: FUSION (Contracting Agency), for the following: Transitional Housing Program Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) (Program Title). Additional Authorized Signature: Additional Authorized Signature: 'V JLSU.cwt Printed Name) (Signature 60z)v) N s P er (Printed Name) I/1 gi (Signature) (Title) [7 (Date) Presi) ')- (Title) Sj2-711):- (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. FUSION Board of Directors 2017 Friends United to Shelter the Indigent, Oppressed and Needy Board of Directors Byron Hiller President 539 S.W. 336th Federal Way, WA 98023 206.212.2244 (work) 206.718.2715 (cell) bhiller @cbdanforth.com David Harrison Vice President P.O. Box 23508 Federal Way, WA 98092 206.930.5988 (cell) performancemrkt @hotmail.com Kathy Gendron Secretary 1911 24th Avenue Ct. Milton, WA 98354 253.925.5613 (home) 253.332.6300 (cell) kathygendron©bhhsnwrealestate.com Denise Steed Treasurer 1933 Dock St. Unit 229 Tacoma, WA 98402 253.318.3951 (cell) treasurer a(�fusionfederalway.orq Peggy LaPorte Founder 5162 S.W. 311th Street Federal Way, WA 98023 253.927.1904 (home) 253.973.4033 (cell) laportepeggy anyahoo.com Carl Buehring Founder /Housing Coordinator 1930 Lighthouse Lane N.E. Tacoma, WA 98422 253.838.1532 (home) carlb a(�,highridge.com cdbuehring@comcast.net Phil Wamba Founder /Housing Coordinator 32225 22nd Ave. S.W. Federal Way, WA 98023 253.517.9989 (home) 206.854.7773 (cell) philwamba a(�comcast.net 01/2017 Shirley Ayers Office Manager 308 S.W. 295th Place Federal Way, WA 98023 253.941.0820 (home) 253.208.2246 (cell) shirleyayers(@,msn.com Pat Chesebro Housing Coordinator 1114 51st Street N.E. Tacoma, WA 98422 253.952.2831 (home) 253.961.3396 (cell) pgchese(@gmail.com Judy Free Member -at- Large /Public Relations 37422 40th Ave. So. Auburn, WA 98001 253.838.0368 (home) 253.797.6812 (cell) kenandjudyfree @msn.com Paula Freeman Volunteer Coordinator P.O. Box 23508 Federal Way, WA 98093 253.677.5548 (cell) ps.freeman a(�live.com Andrea Hogan Member -at -Large 18016 104th St. .East Bonney Lake, WA 98391 253 - 891 -2434 (home) 253 - 232 -8458 (cell) andrea.hogan @homestreet.com Ralph Horner Member -at- Large /Business Compliance 1015 67th Ave. Ct. East Fife, WA 98424 253.927.3678 (home) 253.929.9144 (cell) ralph .horner(a)fusionfederalway.orq Sandy Huggins Fund Development 32869 40th Court S.W. Federal Way, WA 98023 253.874.4641 (home) 253.350.9240 (cell) hugginsantique a(�,comcast.net Roger Hunt Member -at -Large 1911 S.W. Campus Dr. PMB 569 Federal Way, WA 98023 253.952.3244 (home) 253.241.8840 (cell) rh huntcomcast.net Kristen Jacka Member at Large /Boutique Liaison/ 30114 17th Ave. S.W. Federal Way, WA 98023 253.838.6554 (home) 206.999.7237 (cell) khiacka©aol.com Cindy Piennett Member at Large /Event Liaison 278 S.W. 297th St.. Federal Way, WA 98023 253.777.9864 (cell) cindypiennettRgmail.com Bob Wroblewski Past President 31826 48th Circle S.W. Federal Way, WA 98023 253.874.5205 (home) 253.250.3738 (cell) rroblewski ancomcast.net FUSION P.O. Box 23934 Federal Way, WA 98093 -0934 253 - 874 -1257 www.fusionfederalway.orq FUSION BY -LAWS Updated May, 2014 ARTICLE I - NAME The name of this organization shall be "Friends United to Shelter, the Indigent, Oppressed, and Needy" and will be known as "FUSION ". ARTICLE II - PURPOSE The mission of FUSION is to provide transitional housing and support services to the homeless in our community so they will have a safe, secure environment as they work toward self - sufficiency. • ARTICLE III - MEMBERSHIP Participation shall be open to all individuals who are interested in actively supporting the ideals of FUSION. ARTICLE IV - REGISTERED OFFICE Section 1: The mailing address for this organization is P.O. Box 23934, Federal Way, WA 98093 -0934 but may be changed if necessary by the FUSION Board of Directors. Section 2: The Employer Identification Number is 01- 0814641 for non -profit status. Section 3: The UBI number is 602 - 388 -063. Section 4: The State of Washington Charities Program Registration number is 20737. ARTICLE V - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order shall govern the meetings of FUSION in the event of a parliamentary conflict. ARTICLE VI - MEETINGS The presence of a simple majority of the Board membership shall constitute a quorum and shall be necessary to conduct business. Section 1: The Board of Directors shall meet once a month. Section 2: The Executive Board shall meet at least six. (6) times a year. Section 3: The Advisory Council shall meet at least once per year. Section 4: Special meetings may be called at the discretion of any of the Board of Directors or Advisory Council. All members of the Board or Advisory Council invited to the meeting shall be notified in writing two (2) weeks prior to said meeting. Such notice shall state the reason for the special meeting. No other business but that specified in the notice may be transacted at such a special meeting without the unanimous consent of all present at such a meeting. ARTICLE VII - BOARD OF DIRECTORS Section 1: Minimum Number of Positions — The Board shall have a minimum of 11 members. Among the Board members are the Executive Board and the following positions: Housing Unit Coordinator, Volunteer Coordinator, Regulatory Compliance, Public Relations, Communications, Administration, Fund Development and Board Member at Large (optional positions). Section 2: Terms of Office - All Board positions are three year terms which will be staggered to avoid a complete turnover in any one year with the exception of the Founders which are lifetime. Section 3: Nominations and Elections - Elections shall be held annually. The President shall appoint a Nominating Committee which will include the Volunteer Coordinator. The Nominating Committee will present a slate of candidates for the vacant Board positions and interview all potential Board members. The elections will be held at a regular Board meeting during the fourth quarter of each year. Nominations can also be made from the floor at the Board meeting. The Nominating Committee will identify a slate of officers within the Board candidates listing. Officer nominations may also be made from the floor. Section 4: Vacancy - Should an out -of- sequence vacancy in the Board of Directors occur, the President will propose a replacement, who will start a new three year term. The remaining members of the Board shall vote on the nomination. If the vacancy is the President, the Vice President will propose the Board member replacement. Section 5: Voting - Each Board Member present shall have one vote. Where more than one person shares a Board position, only one vote is designated for that position. A simple majority shall govern all voting except in the case of Board member removal (see Section 8). Section 6: Duties - Officers shall assume their elected positions at the January meeting. Officers will see an orderly transition of information and materials to the new officers. Section 7: Compensation - Board members serve with no compensation other than reasonable expenses. Such reimbursements are made when submitted in accordance with procedures prescribed by the Finance Committee. Section 8: Resignation, Termination and Absences - Resignation from the Board must be in writing and received by the Board President and Secretary. Founders may only be terminated by voluntary resignation. Any other Board member shall be dropped for excess absences from the Board if there are three unexcused absences from Board meetings in one calendar year Any other Board member may also be removed for other reasons by a three - fourths vote of the remaining directors. ARTICLE VIII - EXECUTIVE BOARD The Executive Board is empowered to act when the full board cannot or is unavailable. The Executive Board will consist of the following: Section 1: President - The President shall be the principal executive officer of the organization and shall, in general, supervise and control all of the business affairs of the organization. The President's duties shall include, but not be limited to: • sign all documents necessary to carry on the business and mission of FUSION, If the President is not present the Founders shall have authority to sign any documents necessary to carry on the business and mission of FUSION. • preside at all of the meetings of the Board of Directors, Executive Board and the Advisory Board, • authorize and appoint individuals to Special Committees, • supervise and monitor the duties and performances of any paid personnel. Section 2: Vice President - The duties of the Vice President shall include, but not be limited to: • in the absence of the President, perform the duties of the President, • organize the spring and fall retreats for the Board, • review the strategic plan on an annual basis, • update by -laws and job descriptions with the President as needed. Section 3: Board Secretary - The duties of the Board Secretary shall include, but not be limited to: • record the minutes at all of the meetings of the Board of Directors, Executive Board and the Advisory Board, . • distribute the minutes of each meeting to appropriate members, within 14 days of the next meeting, • file initialed copies of the minutes in the FUSION office, • assist the Office Manager as needed and be familiar with FUSION office files and supplies, • track the hour to assist the President to end the meeting on time, • maintain an up -to -date roster of Board members, including their address, telephone numbers, e -mail and other contact information. Section 4: Treasurer - The duties of the Treasurer shall include, but not be limited to: • monitor the finances, and work closely with the office staff and the bookkeeper /administrative assistant when applicable, • responsible for the payment of outstanding bills in a timely manner, • issue a monthly financial statement to the Board, • balance the past year's year -to -date financial report in January, • ensure the Form 990 is filed in a timely manner. Section 5: Founder — The Founders shall focus on fund raising and increasing awareness of the organization's mission. ARTICLE IX - ADVISORY COUNCIL Section 1: The Advisory Council shall offer input and advice in areas of expertise and suggest resources for specific projects. The Advisory Council has no decision - making authority. Section 2: The Advisory Council shall consist of at least nine members of the community selected by the Board members of FUSION. Section 3: The Advisory Council shall meet at least once per year with the FUSION Board at a time and location selected by the Board. ARTICLE X - FINANCE COMMITTEE The Finance Committee consists of the following Board members: Treasurer, President, Past President, Office Manager and others as designated by the President. Duties include, but are not limited to: • monitor the accounting and control systems of the organization, • accountability to the Board for financial activities, • establish and implement reimbursement procedures, • compile the annual budget and submission to the Board for approval, • policy recommendations to the Board relating to finance, banking and budget. ARTICLE XI - SPECIAL COMMITTEES The Board may create special committees, as needed, for example, but not limited to, nominating committee for replacing Board members, committees for contract negotiations, strategic planning, or purchase of additional housing. The Board President shall appoint all special committee chairs. ARTICLE XII - FINANCES Section 1: An annual review shall be conducted by an outside, certified accountant to be appointed each year. Section 2: The Executive Board must approve expenditures over $500.00. All expenses related to upkeep and/or repair for the housing units over $500.00, will be subject to Executive Board approval whenever reasonably possible. Housing expenses under $500.00 will be at the discretion and approval of the Housing Chair and the applicable management team, and reported to the Board of Directors on or before the next regular meeting. Emergency replacements and/or repairs in excess of $500.00 shall be approved by the Housing Chair or applicable management team. Section 3: All checks over $500.00 must have two authorized signatures, one of which will be an operating officer. Any expenditure outside the budget will be approved by the Board. Section 4: Persons authorized to sign checks are the President, Vice President, Board Secretary and FUSION Founders. Section 5: In addition to the authorized check signers in Section 4, the boutique Liaison on the Board of Directors is also authorized to sign checks drawn only on the FUSION Boutique checking account. ARTICLE XIII - AMENDMENTS These By -Laws may be amended, altered, or repealed at any regular or special meeting of the Board with approval of a two- thirds majority of the Board members. Notice of the proposed amendment must be contained in the notice of the meeting and mailed to all Board members at least two weeks prior to said meeting. ARTICLE XIV - COMMUNICATIONS The preferred form of mail shall be electronic and it is each Board member's duty to update the Board Secretary with a current address and preferred means of contact, whether temporary or permanent. Regular postal mail shall be used only upon written request to the Board Secretary. ARTICLE XV— FINAL DISPOSITION Upon dissolution of the organization the Executive Board, after making provisions for the payment of all liabilities of the organization, shall distribute all remaining assets to an organization designated by the Board of Directors as mandated by the Amended Articles of Incorporation. The above By -Laws were updated by the FUSION Board of Directors on May 12, 2014. APPROVED I(�'L bi>fieipip l9 APPROVED May, 2014 President: Robert Wroblewski Date 61121200 Secretary: Pat Dillon