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AG 19-060 - St. Vincent de Paul
II RETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: CD/CS ORIGINATING STAFF PERSON: SARAH BRIDGEFORD EXT: 2651 3. DATE REQ.BY: TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT x HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER . PROJECT NAME: EMERGENCY HUMAN SERVICES . NAME OF CONTRACTOR: ST.VINCENT DE PAUL SOCIETY,OF SEATTLE-KING COUNTY ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE EXHIBITS AND ATTACHMENTS:x SCOPE,WORK OR SERVICES x COMPENSATION x INSURANCE REQUIREMENTS/CERTIFICATE X ALL OTHER REFERENCED EXHIBITS x PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS . TERM: COMMENCEMENT DATE: JANUARY 1,2019 COMPLETION DATE: DECEMBER 31,2020 TOTAL COMPENSATION$ 48,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE x PURCHASING: PLEASE CHARGE TO: 001-7300-083-562-10-410 0. DOCUMENT/CONTRACT REVIEW I I /•` / S ATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER i ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) / ❑ LAW I g Mc Z©14 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ?.3 2,Di g DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CER FICt�I E,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL ATE SIGNED ❑ L�A DEPARTMENT E4 / pr 2e9 (q TV/SIGNATORY(MAYOR OR DIRECTOR) i ❑ CITY CLERK " �i ❑ ASSIGNED AG# AG# ' - ❑ SIGNED COPY RETURNED DATE SENT: 4.99, 19 :OMMENTS: 1/2018 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn HUMAN SERVICES AGREEMENT FOR EMERGENCY HUMAN SERVICES This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal corporation("City"),and Society of St. Vincent de Paul Council,of Seattle-King County,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: SOCIETY OF ST. VINCENT DE PAUL CITY OF FEDERAL WAY: COUNCIL, OF SEATTLE-KING COUNTY Joseph Roni Sarah Bridgeford 3939 SW 331st Street 33325 8th Ave. S. Federal Way, WA 98023 Federal Way, WA 98003-6325 (253) 838-8919 (telephone) (253) 253-835-2651 (telephone) (253) 253-835-2609 (facsimile) roniconsulting@msn.com sarah.bridgeford@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2019 and terminating on December 31, 2020 ("Term"). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.The Agency warrants that it has the requisite training,skill,and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject,at all times, to inspection by and approval of the City,but the making(or failure or delay in making)such inspection or approval shall not relieve the Agency of responsibility for performance of the Services in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. TERMINATION.Either party may terminate this Agreement,with or without cause,upon providing the other party thirty(30)days'written notice at its address set forth above.The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount.In return for the Services,the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B,attached hereto and incorporated by this reference.The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. HUMAN SERVICES AGREEMENT - 1 - 3/2017 ilk CITY OF CITY HALL 33325 8th Avenue South Fed era I Way Federal Way,WA 98003-6325 (253)835-7000 www cityoffederaiway 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 Community Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals.If the City objects to all or any portion of the invoice,it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute.In that event,the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit B. If the Agency's final invoice,supporting documentation,and reports are not submitted by the last date specified in Exhibit B,the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice;provided, however,that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget.The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit B. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent(10%)of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision,and must accompany each request for prior approval.All budget revision requests in excess of 10%of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period,and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands,actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including,without limitation,their respective agents, licensees, or representatives arising from,resulting from,or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City,the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification.Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers'compensation acts,disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. HUMAN SERVICES AGREEMENT - 2 - 3/2017 CITY OF CITY 8thL 333 44* .„ Federal Way 33325 8th Avenue South Federal Way,WA 9800303 -6325 (253) 835-7000 www atyoffederalway com 5.3 City Indemnification.The City agrees to release,indemnify,defend and hold the Agency,its officers,directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities,losses, fines,fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency,their agents,representatives,employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits.The Agency agrees to carry as a minimum,the following insurance,in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations,independent contractors,products-completed operations,stop gap liability,personal injury,bodily injury,death,property damage,products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers'compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death,and property damage. 6.2. No 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.n. The Cityshall be named as additional insured on all commercial general su ed,Ve cat o liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request,Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are"claims made,"Agency shall be required to maintain tail coverage for a minimum period of three(3)years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY.All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws.Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications,records,files,computer disks,magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery.The Agency shall make such data,documents,and files available to the City and shall deliver all needed or contracted for work product upon the City's request.At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. HUMAN SERVICES AGREEMENT - 3 - 3/2017 CITY OF CITY HALL ' ._. Federal Way 33325 8th Avenue South 003 Federal Way,WA 98003-6325 (253)835-7000 www cityoffederalway corn 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six(6)years after the termination of this Agreement and may be subject,at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR.The Parties intend that the Agency shall be an independent contractor and that the Agency has the ability to control and direct the performance and details of its work,the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment,nor to pay any social security or other tax which may arise as an incident of employment.Agency shall take all necessary precautions and shall be responsible for the safety of its employees,agents,and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk,and Agency shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4.Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide to convert this Agreement to an employment contract. a secondaryor incidental benefit to the Agency, shall not be deemed g 11. CONFLICT OF INTEREST.It is recognized that Agency may or will be performing services during the Term for other parties;however,such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services.Agency agrees to resolve any such conflicts of interest in favor of the City.Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was,is,or will be involved in the Agency's selection,negotiation, drafting, signing,administration, or evaluating the Agency's performance. 12. EQUAL OPPORTUNITY EMPLOYER.In all services,programs,activities,hiring,and employment made possible by or resulting from this Agreement or any subcontract,there shall be no discrimination by Agency or its subcontractors of any level,or any of those entities' employees,agents,sub-agencies,or representatives against any person because of sex,age(except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21,21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements,whether oral or written,shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement,the terms of this Agreement shall prevail.The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement.Any provision of this Agreement that is declared invalid,inoperative,null and void,or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement,is hereby ratified as having been performed under the Agreement.No provision of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries.Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party.If the non- HUMAN SERVICES AGREEMENT - 4 - 3/2017 CITY OF CITY HALL " .. Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www cityoffederalway coin 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'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 it laws of the State of Washington.If the Parties are unable to settle made in,governed by,and interpreted in accordance with the gt 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 appeals,costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all in addition to any other recovery or award provided by law;provided,however,however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution.Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] HUMAN SERVICES AGREEMENT - 5 - 3/2017 411k CITY OF CITY HALL ' .. 333258thAvenue South Federal Way Federal Wal Way.WA 9800303 -6325 (253) 835-7000 www ciryoffedera(way corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: ' / 177 , Jim Ferrell A yo She ale Courtney, CMC, City rk APPROVED AS TO FORM: DATE: Lf J. Ryan Call, City Attorney SOCIETY OF ST. VINCENT DE PAUL COUNCIL, OF SEATTLE-KING COUNTY: By: r.o.62 5 • Printed Name: 42-tor- Title: owTitle: C e c IL; �e ,,Z)• i' e • DATE: "/—l 7 j? STATE OF WASHINGTON ) ) ss. COUNTY OF KING On this day personally appeared before me C-6...V.o-('d- .\V`tiOi - to me known to be the 1 \00-c-tAiNte.l.\t,2G,4sa1 of wyk.c04,4,- , I 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 ha ,,onkfficial seal this VP—day of \ , 20\9 � A. ro krf -±2:47- 4114#,_,�\ys►a , ,�� %Notary s signature -_� TA 4 o �o R,. otary s printed name frka__ 'P Notary Public in and for the State of Washington. s% R,g > "p _= My commission expires 0 3—D � ',�, 3 31 0��1l, dF WASr�.�'� .11111\o\v;• HUMAN SERVICES AGREEMENT - 6 - 3/2017 ` CITY OF CITY HALL 33325 ,,.' ;� Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.corn EXHIBIT A SERVICES Project Summary The Agency shall provide emergency 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 2019 100 100 100 100 400 No. of unduplicated Federal Way persons assisted in 2020 100 100 100 100 400 B. Units of Service The Agency agrees to provide, at minimum,the following units of service by quarter: 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total JAN.— APRIL— JULY— OCT.— MARCH JUNE SEPT. DEC. 2019 1. Financial Aid/Households 30 30 30 30 120 2. Home Visits 30 30 30 30 120 2020 1. Financial Aid/Households 30 30 30 30 120 2. Home Visits 30 30 30 30 120 HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017 ` CITY OF CITY HALL 40.6 . Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffedera/way corn C.Definition of Services 1. Financial Aid/Households Served: Number of households assisted to help avoid eviction and/or power shut-off, or provide homeless shelter in a motel. 2. Home Visits: Completion of a home visit conducted by two volunteers. A home visit includes an assessment completed with the household to address goals and other needs. D. Performance Measure(s) Outcome(s) to be reported: 1. Individuals and/or families will have secure housing. Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include, but are not limited to: • for personnel costs, payroll for actual salary and fringe benefit costs. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b)purpose of trip; and • for copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. HUMAN SERVICES AGREEMENT - 2 - HSA Exh 5/2017 41/4,401. CITY OF CITY HALL 33325 8th Avenue South 401. 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 2018 Income Limits Summary (effective 4/1/2018) FY 2018 Median Income Income 1 2 3 4 5 6 7 8 King County Limit Person Persons Persons Persons Persons Persons Persons Persons Category Extremely Low (30%) $22,200 $25,700 $28,900 $32,100 $34,700 $37,250 $39,850 $42,400 Income Limits Very Low $103,400 (50%) Income $37,450 $42,800 $48,150 $53,500 $57,800 $62,100 $66,350 $70,650 Limits Low (80%) $56,200 $64,200 $72,250 $80,250 $86,700 $93,100 $99,550 $105,950 Income Limits The Agency agrees to use updated Income Guidelines which will be provided by the City. Reports and Reporting Schedule The Agency shall collect and report client information to the City quarterly and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. Public Information In all news releases and other public notices related to projects funded under this Agreement, the Agency will include information identifying the source of funds as the City of Federal Way Human Services General Fund Program. HUMAN SERVICES AGREEMENT - 3 - HSA Exh 5/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn • EXHIBIT B COMPENSATION Project Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary, detailed below. The total amount of reimbursement pursuant to this Agreement shall not exceed Forty-Eight Thousand and 00/100 Dollars ($48,000.00). A. City of Federal Way Funds 2019 2020 City of Federal Way General Fund: $24,000.00 $24,000.00 Total City of Federal Way Funds: $24,000.00 $24,000.00 B. Line Item Budget 2019 2020 Personnel Services (detail below) Office or Operating Supplies Rent&Utilities Communications Travel and Training Other(specify): Direct Aid to Clients $24,000.00 $24,000.00 Client Travel Administration(Overhead) Total City of Federal Way Funds: $24,000.00 $24,000.00 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 6; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15. The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Quarterly Payments: 2019 1st Qtr $6,000.00 2nd Qtr $6,000.00 3rd Qtr $6,000.00 4th Qtr $6,000.00 HUMAN SERVICES AGREEMENT - 4 - HSA Exh 5/2017 CITY OF CITY HALL Fe d e ra I Way 333258th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway can 2020 1st Qtr $6,000.00 2nd Qtr $6,000.00 3rd Qtr $6,000.00 4th Qtr $6,000.00 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly reimbursement requests shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Service Unit Report. Conditions of Funding The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. HUMAN SERVICES AGREEMENT - 5 - HSA Exh 5/2017 7 ® DATE(MMIDDIYYYY) AR o CERTIFICATE OF LIABILITY INSURANCE 4/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. ' IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Christian Brothers Services Artex Risk Solutions, Inc. (CB) PHONE 2850 Golf Road, 5th Floor (AIC.No.Extl:800-807-0300 (n/c,No):630-378-2508 Rolling Meadows IL 60008-4050 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Pennsylvania Manufacturers Assoc Ins Co 12262 INSURED CHRIBRO-14 INSURER B:Old Republic Insurance Company 24147 Brothers of the Christian Schools&Affiliates Loc#1134002 SOC SVDP COUNCIL OF SEATTLE/KING CNTY INSURERC: 1205 Windham Parkway INSURER D: Romeoville IL 60446-1679 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1805718028 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER -(MM/DD/YYYYI (MM/DD/YYYY)- LIMITS A X COMMERCIAL GENERAL LIABILITY Y 821800 0998922 6/15/2018 6/15/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $Included MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $Included GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- X Y POLIC 1 JECT LOC PRODUCTS-COMP/OP AGG $Included OTHER: $ B AUTOMOBILE LIABILITY MWTB 21543 6/15/2018 6/15/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OT H- , AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE YIN 1 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below - .. E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Only the General Liability Coverage will apply on a Primary and Non-Contributory basis(per attached endorsement)if required by fully executed written contract.Certificate Holder is added as Additional Insured(per attached endorsement)for General Liability coverage solely,strictly and specifically with regards to: 2019-2020 Human Services Agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Federal Way 33325 8th Ave S AUTHORIZ REPRESENTATIVE Federal Way WA 98003 �, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD PENNSYLVANIA MANUFACTURERS' ASSOCIATION INSURANCE COMPANY Attaching to and forming part of Policy No.821800 0998922 Named Insured: THE RELIGIOUS AND CHARITABLE RISK POOLING TRUST OF THE BROTHERS OF THE CHRISTIAN SCHOOLS AND AFFILIATES Effective date of this endorsement is June 15,2018 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under SECTION II INSURING AGREEMENT C,GENERAL LIABILITY COVERAGE defined within the Coverage Agreement SECTION 1:Schedule Name of Additional Insured Persons(s) or Designated Location(s)Of Covered Operations: Organization(s): ANY PERSON OR ORGANIZATION WHEN YOU HAVE AGREED IN A WRITTEN CONTRACT FOR THAT PERSON OR ORGANIZATION TO BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY. If no entry appears above, information required to complete this endorsement will be shown in the Certificate of Coverage as applicable to this endorsement. Section II Insuring Agreement C-Name of Insured Amended A. Who Is An Insured defined in the General Insurance Agreement is amended to include as an Additional Insured the person(s)or organization(s)shown in the Schedule above,but only with respect to liability in the performance of the Named Insured's ongoing operations for the Additional Insured(s)at the Location(s)designated in the Schedule above for"bodily injury"or"property damage",caused in whole or in part, by the Named Insured's acts or omissions which takes place after the execution of a written agreement with the Additional Insured(s). B. For the coverage provided by this endorsement:the following paragraph is added to Section IV—General Conditions,Section II,Insuring Agreement C-General Liability. This insurance is primary insurance as respects to this coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and noncontributory. In that event,we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. C. Who Is An Insured is also amended to include as an additional insured the person(s)or organization(s)shown in the Schedule, with respect to liability for"bodily injury" or "property damage" caused, in whole or in part, by the "Named Insured's work"at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the"products-completed operations hazard". The most we will pay is the amount of insurance required by the written contract or the amount of applicable limits of insurance under this policy;whichever is less. This Insurance does not apply to any claims or suits seeking damages, including defense, arising out of, directly or indirectly,from any actual or alleged participation in any act of sexual misconduct,sexual harassment, sexual molestation, sexual abuse or any claim sexual in nature,physical or mental,of any person. Except as amended in this endorsement, this insurance is subject to all coverage terms, clauses and conditions in the policy to which this endorsement is attached and only applies to the extent permitted by law. a a Bylaws—SVDP Council of Seattle/King County I daa/11 7 / CORPORATE BYLAWS SOCIETY OF ST. VINCENT DE PAUL COUNCIL OF SEATTLE/KING COUNTY A WASHINGTON NONPROFIT CORPORATION Feb. 1,2019 TABLE OF CONTENTS Article I. OFFICES 2 Article II. RULE OF THE SOCIETY 2 Article III. MEMBERSHIP 2 Article IV. COUNCIL 3 Article V. BOARD OF DIRECTORS 5 Article VI. OFFICERS 7 Article VII. COMMITTEES 9 Article VIII. EXECUTIVE DIRECTOR 10 Article IX. SPIRITUAL ADVISOR 10 Article X. ELECTIONS 10 Article XI. NOTICE 11 Article XII. WAIVER OF NOTICE 12 Article XIII. FINANCES 12 Article XIV BOOKS AND RECORDS 13 Article XV. DIRECTOR LIABILITY 13 Article XVI INDEMNIFICATION 13 Article XVII PARLIAMENTARY AUTHORITY 13 Article XVIII. ....TAX MATTERS 14 Article XIX AMENDMENTS 14 Adopted on 7/19/01 by a 33-1 vote of the Board of Directors. Amended on 9/27/03 by Council Resolutions No. 1 and No. 3.Amended on 10/16/04 by Council Motion. Amended on 4/21/07 by Council Resolutions Nos. 1 -5. Amended on 8/19/08 by Board motion per Article X Section 4. Amended on 12/12/08 by Council Resolution. Amended on 7/25/09 by Council Motion. Amended on 10/24/09 by Council Resolution No. 1. Amended on 10/23/10 by Council Resolution No. 1.Amended on 7/23/11 by Council Resolution. Amended on 12/17/13 (Article X, Sections 3& 4 Directors from Precincts& Precincts) Amended on 1/24/15(Article XI, Sections 1&2 (Notice) Amended on 1/26/19(Article V, Section 5 Board of Directors Proxy Representation by Precinct Members of Board) As Amended 1-26-19 Page 1 of 14 • Bylaws–SVDP Council of Seattle/King County OFFICES–MEMBERSHIP Article I. OFFICES The principal office of the Society of St. Vincent de Paul Council of Seattle/King County ("the corporation") is at 5950 Fourth Avenue South, Seattle,Washington 98108. The Board of Directors ("Board")may move this office or establish additional offices,but the principal office must remain within King County, Washington. Article II. RULE OF THE SOCIETY This Council was instituted by the International Council General of the Society of St. Vincent de Paul on October 8, 1923. • The Rule of the Society,as specified in the United States Manual of the Society, is incorporated into these bylaws. Article III. MEMBERSHIP Members of this corporation are Conferences of the Society. Section 1. Conferences—Definition Conferences are the basic and essential grouping of the Society. Each such unit, because of its Vincentian commitment, engages regularly in the person-to-person service of those in need. The persons to be helped and the works to be performed are determined by the Conference itself. Conference services are provided without recompense to the members of the Conference. Section 2. Membership Qualifications Conferences qualify for membership in this corporation if they are: (a) based in King County,Washington, (b) engaged in regular Vincentian activity,and (c) either aggregated as described in the United States Manual of the Society or in the process of being aggregated by October 1,2002. Section 3. Admission The Council, acting on a recommendation from the Board, may admit any qualified Conference to membership. The Council must assign a newly admitted Conference to one of the precincts listed in Article X Section 4. Section 4. Representation,Voting and Proxies Each Conference is represented for any corporate membership purposes, including voting in the Council, by its Conference President or by any other member of the Conference holding a valid proxy. Proxies must be in writing, dated and signed by the Conference President. Proxies may be for a single meeting or for a limited duration not to exceed 3 months. Section 5. Dues Conferences admitted to membership in the corporation must pay dues annually in the amount set by the Board. Section 6. Inactive Status The Council may place Conferences on inactive status, after giving appropriate notice, if they fail to meet any qualification listed above for more than 1 year. As Amended 1-26-19 Page 2 of 14 Bylaws—SVDP Council of Seattle/King County COUNCIL—COUNCIL Inactive Conferences may not vote,are not counted for quorum purposes,and need not pay dues. Inactive Conferences may become active again by the same procedure as for initial admissions (see Section 3 above). Article IV. COUNCIL Section 1. Definition The Council is the assembly of Conferences with membership in the corporation. Each Conference has one vote, cast by its President or by a member of the conference holding a valid proxy (see Article III Section 4). Section 2. Open Meetings Council and Precinct meetings are open to any member of the Society, except when the Council or Precinct specifically decides to go into executive session. Section 3. Regular Meetings The Council holds regular meetings at least quarterly at a time and place determined by the Board. Notice, including the agenda of the meeting,must be sent to Conferences at least 10 days in advance of the meeting. Section 4. Special Meetings Special meetings of the Council may be called by the Council President,the Board,or one third of the Conferences. The Board will set the time and place. Notice of any special meeting must be sent at least 10 days in advance of the meeting and must state the purpose of the meeting. Only business mentioned in the notice will be in order. Section 5. Precinct Meetings Conferences in each precinct are expected to meet monthly between meetings of the whole Council to develop friendly Vincentian relations and to cooperate on a local level. Precinct meetings are called and chaired by the elected Director from that precinct. In the absence of the elected Director, meetings may be called and chaired by any Conference President in the precinct. Section 6. Annual Meeting The first regular Council meeting in each fiscal year will be the Annual Meeting. Section 7. Quorum and Voting One third of active Conferences constitute a quorum for the transaction of business. The Council President does not count toward the quorum. Principal Officers may not vote on the Council,but the Council President may vote to break a tie. The act of a majority of those voting on a question at a meeting at which a quorum is present is the act of the Council,unless a greater number is required by law or by these bylaws. Abstentions are not votes. Section 8. Reserved Matters The following matters are reserved to a vote of the Council after recommendation from the Board: (a) Approving the annual budget; (b) Approving new programs or closing existing programs; (c) Approving all real property transactions, except leases shorter than 5 years in duration for existing programs; (d) Approving multi-year strategic plans; As Amended 1-26-19 Page 3 of 14 i 1 Bylaws—SVDP Council of Seattle/King County COUNCIL—COUNCIL (e) Adopting a plan of merger or consolidation with another corporation; (f) Authorizing or revoking voluntary dissolution of the corporation; (g) Removing the Council President; (h) Admitting new Conferences to membership in the corporation or placing Conferences on inactive status; and (i) Any other matters referred by the Board. The Board's recommendation on any of these matters must be included in the notice of the meeting. The following matters are reserved to a vote of the Council and do not require a Board recommendation: (a) Amending the bylaws(see Article XIX)or the Articles of Incorporation; (b) Appointing and operating a Nominating Committee;and (c) Electing the Council President. All matters not listed above are vested in the Board. Section 9. Action by Written Ballot Any action that has been discussed at a Council meeting may be taken without a meeting if the corporation delivers a ballot to every Conference entitled to vote on the matter. A ballot must set forth each proposed action and a cutoff date for acceptance of votes. Ballots may be delivered to Conferences by any method permitted for notices(see Article XI). Approval of each proposed action is effective when: (a) The number of ballots cast equals or exceeds the number of votes required for a quorum at a meeting;and (b) The number of votes in favor of the proposed action equals or exceeds the threshold required at a meeting. All solicitations for votes (a) Must indicate the number of responses needed to meet the quorum requirements; (b) Must state the percentage of approvals necessary to approve each matter; (c) Must specify a reasonable cutoff date by which a ballot must be received by the corporation in order to be counted; (d) May include factual background material to assist Conferences in deciding how to vote;and (e) May not include any arguments for or against any proposed action. A ballot may not be revoked once it has been cast. Action is effective, if approved, as of the cutoff date specified for voting. Records of such action,including signed ballots,will be kept as if a meeting had taken place. Ballots cast under this section have the same effect as meeting votes and may be described as such in any document. Ballots may be cast by either: (a) delivering a signed ballot to the corporation by hand,by mail or by fax,or As Amended 1-26-19 Page 4 of 14 • r Bylaws—SVDP Council of Seattle/King County BOARD OF DIRECTORS—BOARD OF DIRECTORS (b) sending an email to the corporation from an address previously consented to by the voter to receive notice (see Article XI)containing unambiguous vote(s)on the question(s)on the ballot. Article V. BOARD OF DIRECTORS Section 1. General Powers Management of the affairs, property, and interests of the corporation is vested in the Board, except for matters expressly reserved to a vote of the Council by law or by Article IV Section 8. Section 2. Number and Tenure The following are voting Board members(also called Directors): (a) Principal Officers,as specified in Article VI Section 1 below,who serve as ex-officio Directors during their terms in office. (b) One Director for each precinct, elected to a 3-year term by Conferences in the precinct. Election procedure is specified in Article X Section 3. (c) Up to four additional Directors appointed by the Board for 3-year terms and confirmed by the Council. No person may serve on the Board for more than two consecutive terms, and a further term must elapse before that person is eligible again. Service for less than 18 months of a term does not count toward this limit. This limit does not prevent a Director from being elected Council President and serving two consecutive terms as such,and does not prevent the immediate past Council President from being appointed and confirmed under paragraph(c)above. No more than two Directors may be from the same Conference. Section 3. Qualifications Directors in section 2(a) above must meet qualifications for officers as listed in Article VI Section 3. Directors in section 2(b)above must be Catholic and be active members of a Conference. Directors in category 2(c)must have some expertise or experience that is beneficial to the work of the Board and must support the mission of the Society. All Directors must be willing and able to attend Board meetings regularly and to contribute to the work of the Board. No person may be a Director if they receive salary or other remuneration, excluding reimbursed expenses, from the Society or any of its Conferences or Councils. Section 4. Duties Directors'duties are to: (a) Attend Board meetings regularly. (b) Read and familiarize themselves with: (i) the Articles of Incorporation and bylaws, (ii) the United States Manual of the Society of St. Vincent de Paul, and (iii) the Board's policies and procedures manual if one exists. (c) Perform any duties assigned by the Board. (d) Perform any other duties that are customary for Directors or required by law. Section 5. Proxies Directors may be represented at board meetings by proxies who must be active Vincentians from that precinct. To be represented by a proxy a director must notify the president at least one day in advance by phone, email, or in person. Section 6. Resignation A Director may resign at any time by giving oral or written notice at any Board meeting or by delivering written notice to the Council President or Secretary. As Amended 1-26-19 Page 5 of 14 Bylaws—SVDP Council of Seattle/King County BOARD OF DIRECTORS—BOARD OF DIRECTORS Section 7. Removal A Conference precinct may remove its elected Director by majority vote of all Conferences in the precinct, and the Board may remove an appointed Director by majority vote of all members of the Board. Ex-officio Directors must be removed from office(see Article VI Section 5)in order to be removed from the Board. Removal may only be for serious moral or legal cause or for sustained and demonstrated failure to exercise their duties. The Board will publish rules of procedure for removal to ensure due process and to uphold Vincentian principles. Any action for removal must follow those rules. Section 8. Vacancies Except in the case of Council President, vacancies on the Board arising for any reason may be filled for the remainder of the term in the same manner as the original election or appointment. Section 9. Agenda and Minutes The Council President prepares the Board's agenda with input from Board members and the Executive Director. Minutes of Board meetings will be distributed to the Council. Section 10. Open Meetings Board meetings are open to any member of the Society, except when the Board specifically decides to go into executive session. Section 11. Regular Meetings The Board meets monthly at a time and place determined by the Board. The Board may designate 1 month each fiscal year when no regular meeting will be held. Decisions about time and place of regular meetings noted in the Board's minutes serve as sufficient notice. Section 12. Special Meetings Special meetings of the Board may be called by the Council President or by at least three Directors. The Council President will fix the time and place of the meeting. Notice stating the purpose of the meeting must be given at least 5 days in advance,except in cases of emergency when it should be given as conditions permit. Section 13. Quorum and Voting One half of the Directors constitute a quorum for the transaction of business. The person acting as chair during the discussion of a question may only vote on that question to break a tie. The act of a majority of Directors voting on a question at a meeting at which a quorum is present is the act of the Board,unless a greater number is required by law or by these bylaws. Abstentions are not votes. Section 14. Presumption of Assent Under state law, Directors present at a meeting at which action on a corporate matter is taken will be presumed to have assented to the action taken. Directors who wish to dissent or abstain must do so explicitly: (a) when the action is taken,or (b) before the end of the meeting by notifying the secretary of the meeting,or (c) immediately following the meeting. Directors who have explicitly voted in favor of an action may not dissent or abstain as indicated above. As Amended 1-26-19 Page 6 of 14 I Bylaws—SVDP Council of Seattle/King County OFFICERS—OFFICERS Section 15. Action Without a Meeting Any action required or permitted to be taken at a Board meeting may be taken without a meeting if notice setting forth the action is signed by all Directors indicating their consent. Action so taken is effective when the last consent is signed, unless the notice contains an earlier or later effective date. Records of such action, including signed consents, will be kept as if a meeting had taken place. Consents signed under this section have the same effect as meeting votes and may be described as such in any document. For purposes of this section, "signed consent" includes email indicating consent to such action and sent from an address previously consented to by the Director to receive notice(see Article XI). Section 16. Compensation A Director may not receive any salary or compensation for service as a Director but may receive reimbursement for reasonable and properly documented expenses incurred in performing duties as a Director. Article VI. OFFICERS Section 1. Principal Officers The Principal Officers of the corporation are Council President, 1St Vice-President,2°d Vice-President/Secretary,and Treasurer. The 2°d Vice-President also holds the office of Secretary but has only one vote on the Board. Section 2. Election and Term of Office The Council elects the Council President according to the provisions of Article X Section 1. The Board elects other officers as soon as possible after the new President takes office. Officers serve until the President leaves office and until their successors have been appointed or elected, unless they die,resign,or are removed. No person may serve more than two consecutive terms in the same office,and a further term must elapse before that person is eligible again for that office. Service for less than 18 months of a term does not count toward this limit. Section 3. Q ualifications All Council officers must be: (a) Catholic, (b) active members of a Conference, (c) willing and able to attend meetings regularly, and (d) willing and able to perform the duties of their offices. Officers do not need to be members of the Board at the time of their election. The Council President and Vice-Presidents should preferably be current or former Conference Presidents or Vice- Presidents,however any qualified candidate would be considered. Section 4. Resignation Any officer may resign at any time by giving oral or written notice at any Board meeting or by delivering written notice to the Council President or Secretary. Section 5. Removal The Council may remove the Council President by majority vote of all Conferences, and the Board may remove any other officer by majority vote of all members of the Board. Removal may only be for serious moral or legal cause or for sustained and demonstrated failure to exercise their duties. As Amended 1-26-19 Page 7 of 14 Bylaws—SVDP Council of Seattle/King County OFFICERS—OFFICERS The Board will publish rules of procedure for removal to ensure due process and to uphold Vincentian principles. Any action for removal must follow those rules. Section 6. Vacancies A vacancy in the Presidency is filled by promoting the Vice-Presidents if less than 1 year remains in the Council President's term. If more than 1 year remains, a special election must be held to fill the remainder of the term according to the procedure described in Article X Section 1. A vacancy in any other office is filled by the Board for the remainder of the term. Section 7. Council President The Council President's duties are to: (a) Preside at meetings of the Board or Council. (b) As chair of the Board, act as liaison between the Executive Director and the Board to ensure collaboration and coordination. In this role, the Council President does not make policy decisions — the whole Board decides policy. (c) Visit Conferences to encourage and assist them in their service to the poor. (d) Ensure that regular Vincentian training and retreats are organized. (e) Promote collaboration with other organizations. (f) Encourage twinning,projects,and the general work of the Society. (g) Represent the corporation at public functions. (h) Represent the corporation at Archdiocesan,Regional,and National meetings. (i) Sign deeds,mortgages,bonds,contracts,or other instruments when authorized by the Board. (j) Perform any other duties assigned by the Board or the Council. The Board may direct the Executive Director to assist in any of these duties. The Council President does not supervise or direct employees and does not perform day-to-day management of the organization—the Executive Director performs these duties. The Council President is an ex-officio member of all committees except the Nominating Committee. Section 8. Vice-Presidents If the Council President is temporarily absent, unable, or unwilling to act, the Vice-Presidents perform the Council President's duties in order of succession. In this case,the Vice-President acting as Council President has the powers and restrictions that apply to the Council President. The Vice-Presidents also perform duties assigned by the Council President or the Board. Section 9. Treasurer The Treasurer's duties are to: (a) Chair the Finance Committee and provide and explain its advice to the Board on corporate finance policy; and (b) Perform any other duties assigned by the Council President or the Board. Section 10. Secretary The Secretary's duties are to: (a) Take minutes of the meetings of the Board and distribute them to the Board and the Council; (b) See that all notices are given in accordance with the provisions of these bylaws or as required by law; As Amended 1-26-19 Page 8 of 14 Bylaws—SVDP Council of Seattle/King County COMMITTEES—COMMITTEES (c) Be custodian of the corporate records; (d) Keep a register of contact addresses, phone and fax numbers, and e-mail addresses for each Conference President, Director, and standing committee member, all of whom are responsible for furnishing the Secretary with up-to-date addresses and numbers; (e) Keep a register of Conferences admitted to membership in the corporation;and (f) Perform all duties incident to the office of Secretary and any other duties assigned by the Council President or the Board. The Board may assign any of these duties to the Executive Director. Article VII. COMMITTEES Section 1. Establishment The Board, acting by written resolution, may create, reorganize, or disband standing or ad-hoc committees as the needs of the corporation may require or as recommended by the United States Manual of the Society. The resolution must specify how members and the chair are to be selected,the duties of the committee,and its duration. Committee chairs must be active members of a Conference. Committee members must support the mission of the Society. No committee may have any of the discretionary authority of the Board,but specific tasks or duties may be assigned to any committee. The Board is responsible for the operation of all committees, except the Nominating Committee for which the Council is responsible. Section 2. Term of Office Committee members and chairs serve 3-year terms or until the committee is disbanded, whichever is sooner. No person may serve more than two consecutive terms on any one committee,and a further term must elapse before that person is eligible again. Service for less than 18 months of a term does not count toward this limit. Section 3. Removal The Board may remove any member or chair of any committee except the Nominating Committee if, in its judgment,the best interests of the Society would be served by removal. Section 4. Resignation Members of any committee may resign at any time by giving oral or written notice at a committee meeting or by delivering written notice to the committee chair,the Council President,or the Secretary. Section 5. Vacancies Vacancies in the membership of any committee may be filled in the same manner as the original appointments. Section 6. Quorum A majority of committee members constitute a quorum. The act of a majority of the members voting at a meeting at which a quorum is present is the act of the committee. Abstentions are not votes. Section 7. Proxies Proxies are not permitted unless a committee or the Board decides otherwise. In any event,proxies may not vote. As Amended 1-26-19 Page 9 of 14 T Bylaws—SVDP Council of Seattle/King County EXECUTIVE DIRECTOR—ELECTIONS Section 8. Rules Each committee may adopt rules for its own government, provided that they are not inconsistent with these bylaws or with rules adopted by the Board. Section 9. Membership Restrictions No more than two members of any standing committee may be from the same Conference. No person may serve on more than two standing committees at the same time. Article VIII. EXECUTIVE DIRECTOR The Executive Director supervises and directs the staff and operations of the corporation according to policies and procedures decided by the Board. He or she is hired by and serves at the pleasure of the Board. The Executive Director attends Council and Board meetings and participates in discussions but may not make motions or vote. • Article IX. SPIRITUAL ADVISOR The charitable purpose of the Society is part of the life of the Church and justifies the participation — as often as possible—of the Spiritual Advisor. He participates in discussions and offers spiritual and moral guidance but may not make motions or vote. The Council President will ask the Archbishop to serve as Spiritual Advisor or to designate an alternate. Article X. ELECTIONS Section 1. Council President Regular elections for Council President occur in 2001 and every third year thereafter, with the process to be completed by August 15tH The Presidential election is a three-step process: (1) FIRST MEETING. The Council appoints a Nominating Committee whose duty is to seek qualified candidates for the office of Council President. All candidates must meet the qualifications in Article VI Section 3 and be willing and able to carry out the duties listed in Article VI Section 7.APRIL 27 (2) SECOND MEETING. The Nominating Committee reports its recommendations. Additional nominations may be made from the floor, provided that the nominee accepts in person or submits a signed letter of acceptance at the time the nomination is made. All nominations will be published in the corporation's newsletter.JULY 27 (3) THIRD MEETING. Election is held by written ballot and may be done by mail. Ties will be broken by tossing a coin. The new Council President takes office on October 1St or immediately if the office is vacant. EMAIL VOTE NO LATER THAN AUG. 14 Any of the steps above may be taken at a regular or special Council meeting. Special elections following the process above may be called by the Board as required by Article VI Section 6 to fill vacancies in the office of Council President. The election should be completed within 60 days of the vacancy arising. Section 2. Officers The Board elects officers other than the President as specified in Article VI Section 2. As Amended 1-26-19 Page 10 of 14 i Bylaws—SVDP Council of Seattle/King County NOTICE—NOTICE Section 3. Directors From Precincts Conferences, voting by precinct, elect seven Directors to the Board. Election may take place at a precinct or Council meeting or by mail,provided that nominations have been made at a prior precinct or Council meeting. Voting must be completed by August 15th,and terms begin on October 1st In 2001,two precincts elect their Directors for a 1-year term,two precincts elect for a 2-year term,and two precincts elect for a 3-year term. All subsequent terms are 3 years. Which precincts begin with which length terms will be decided at random and specified in the resolution that adopts these bylaws. P P Y Any member of a Conference in the precinct may nominate a person as Director, provided that the nominee accepts in person or submits a signed letter of acceptance at the time the nomination is made. A nominee for Director from a precinct must be an active current member of a conference in the precinct and a current or former President or Vice-President of a conference. No person may serve more than two consecutive terms, and a further term must elapse before that person is eligible again. Service for less than 18 months of a term does not count toward this limit. Section 4. Precincts Conferences are grouped into the following precincts for Director elections: (1) NORTHWEST SEATTLE: St. Luke, Christ the King, St. Benedict, St. John, St. Alphonsus, Our Lady of Fatima, [St.Margaret],St.Anne. (2) NORTHEAST SEATTLE: St.Mark, St. Matthew, St. Catherine,Our Lady of the Lake, Blessed Sacrament, Assumption, St.Bridget, St. Patrick. (3) CENTRAL SEATTLE: Immaculate Conception, Blessed Rosalie Rendu, Sacred Heart (Seattle), St. James Cathedral, St. Joseph(Seattle), St.Mary,St.Therese, [Vietnamese Martyrs]. (4) SOUTH SEATTLE: Holy Rosary, Our Lady of Guadalupe, Holy Family (Seattle), Our Lady of Lourdes, St.John Vianney(Vashon), St.Peter,St.Edward, St. Paul, St.George. (5) EAST KING COUNTY: St. Madeleine Sophie, Sacred Heart(Bellevue), St. Louise,Mary Queen of Peace, St.Joseph(Issaquah),Our Lady of Sorrows,St.Monica. (6) NORTHEAST KING COUNTY: St. Brendan, Holy Family (Kirkland), St. John Vianney (Kirkland), St. Jude,Holy Innocents Mission(Duvall),Blessed Teresa of Calcutta(Woodinville). (7) SOUTH KING COUNTY: St.Anthony(Renton),Holy Family(Auburn),Holy Spirit(Kent), St. Bernadette (Burien), St. Francis of Assisi (Seahurst), St. John the Baptist (Kent), St. Philomena (Des Moines), St. Theresa(Federal Way),St.Vincent de Paul(Federal Way). [] =inactive conference. A Conference may change its precinct assignment with the approval of the precinct it is leaving, the precinct it is joining,and finally the Board. The Council will assign a newly admitted Conference to a precinct at the time of admission. Either change listed above will amend this section without needing to follow the bylaw amendment process specified in Article XIX. Article XI. NOTICE Section 1. Delivery Any notice required by these bylaws may be delivered by US mail,by fax or by email. As Amended 1-26-19 Page 11 of 14 Bylaws—SVDP Council of Seattle/King County WAIVER OF NOTICE—FINANCES Notices sent by mail will be deemed delivered when deposited in the US mail in a sealed envelope with postage prepaid,addressed to the location shown on the Secretary's records. Notices sent by fax will be deemed delivered when the sending fax machine indicates successful delivery to the number shown on the Secretary's records. Notices sent by email will be deemed delivered when an email has been sent to the address shown on the Secretary's records, and no non-delivery notice has been received. Section 2. Requests to Receive Only Mailed Notices Members or Directors who want to receive all notices by US mail may do so by requesting such in writing to the Secretary. Article XII. WAIVER OF NOTICE Whenever the Washington Nonprofit Corporation Act, the Articles of Incorporation, or these bylaws require notice to be given,a waiver in writing signed by the person(s)entitled to notice is deemed sufficient. Attendance at a meeting constitutes a waiver of notice of that meeting, except when a person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Article XIII. FINANCES Section 1. Fiscal Year The corporation's fiscal year runs from October l St to September 30`h Section 2. Payments and Indebtedness—Signatures Orders for the payment of money (including checks and drafts) or evidences of indebtedness (including notes) issued in the name of the corporation may only be signed by: (a) The Council President,Executive Director,or Controller;or (b) Any officer(s),employee(s),or agent(s)as specifically authorized by the Board. The Board may require two signatures for amounts above a specified threshold that the Board will review annually. Section 3. Bonding The Board may require any person with access to corporate funds to be bonded. The Board will set terms of any bond. Section 4. Deposits Within two banking days of receipt,all funds of the corporation must be deposited to the credit of the corporation in FDIC-insured accounts at banks selected by the Board. As Amended 1-26-19 Page 12 of 14 r Bylaws—SVDP Council of Seattle/King County BOOKS AND RECORDS—PARLIAMENTARY AUTHORITY Section 5. Gifts The Board may review the acceptance of any contributions,gifts,bequests,or devises intended for special or general purposes of the corporation. Donors must specify any restrictions at the time of acceptance by the corporation. In the absence of any specified restrictions,the corporation may use the donation for any general purposes. Section 6. Audit The Board will organize a professionally conducted audit each fiscal year. Section 7. Conflict of Interest Disclosure Any Director, officer, employee, or agent of the corporation having a personal or financial interest or having a relative with a personal or financial interest in any transaction must disclose that interest as soon as possible after the transaction is first contemplated,but in any event before the transaction is completed. The Board must decide what course of action to take after considering the circumstances of the conflict. Section 8. Donations or Distributions The corporation is prohibited from applying or distributing funds to any non-Vincentian cause, however praiseworthy it may be. Article XIV. BOOKS AND RECORDS The corporation will keep correct and complete books and records of account as well as minutes of the proceedings of the Council and the Board. Article XV. DIRECTOR LIABILITY A Director is not personally liable to the corporation or to its members for monetary damages for conduct as a Director. This provision does not eliminate or limit a Director's liability for: (a) acts or omissions by the Director that involve intentional misconduct or a knowing violation of law,or (b) transactions from which the Director will personally receive a benefit in money, property, or services to which the Director is not legally entitled. Article XVI. INDEMNIFICATION The corporation will indemnify its Directors,officers,employees,and agents to the greatest extent permitted by law. The corporation may purchase liability insurance on behalf of: (a) any current or former Director,Executive Committee member, officer,employee,or agent,or (b) anyone who is serving as officer,employee,or agent of another entity at the corporation's request. The insurance policy may cover liability incurred in their official capacity and may be purchased even if the corporation lacks the power to indemnify the person concerned. Article XVII.PARLIAMENTARY AUTHORITY Any member at a meeting may invoke the rules in the current edition of Robert's Rules of Order Newly Revised. When invoked,these rules will govern except where they are inconsistent with these bylaws,the Rule of the Society, or any special rules of order the Council or Board may adopt. As Amended 1-26-19 Page 13 of 14 Bylaws—SVDP Council of Seattle/King County TAX MATTERS—AMENDMENTS Article XVIII. TAX MATTERS Section 1. Purpose This corporation is organized exclusively for charitable, religious, educational, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code("Section 501(c)(3)"),including within such purposes the making of distributions to organizations exempt from federal income tax under Section 501(c)(3). Section 2. Limitations No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Bylaws and Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements)any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code,or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code,or corresponding section of any future federal tax code. Section 3. Continued Exemption The corporation shall take the steps necessary to ensure its continued exemption under section 501(c)(3) of the Internal Revenue Code,or corresponding section of any future federal tax code. Section 4. Dissolution Upon the dissolution of this corporation, net assets remaining after payment of creditors shall be distributed as follows: (a) Firstly, to one or more Councils and/or Conferences of the Society of St. Vincent de Paul, provided that such Councils or Conferences are exempt from federal income tax under 501(c)(3)of the Internal Revenue Code or the corresponding section of any future federal tax code. (b) If the foregoing is not possible, such assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3)of the Internal Revenue Code, or corresponding section of any future federal tax code,or to the federal government,or to a state or local government,for a public purpose. (c) Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article XIX. AMENDMENTS The Council, acting by vote of a majority of all Conferences, may amend all or part of these bylaws. Notice of the proposed amendment must be given at least 15 days in advance. As Amended 1-26-19 Page 14 of 14 dagf: A/Aga APPROVED Board Minutes Nov. 2018 Sv))1) _r\ F V 1 November 14, 2018 BOARD MINUTES Society of St Vincent de Paul Council of Seattle/King County Approved at the January 9, 2019 Board meeting Present: John Morford, (President); MaryAnn Curran, (Secretary and 2nd VP); Pat Olson, (NE Seattle); Jim De Franco, (Treasurer); Dennis West, (Central Seattle); Richard Muhlebach, (1st VP); Sandra McGowan, (at large); Dave Cullen, (NW Seattle) Absent: Bob Rohrbach, (E King); David Haywood, (S. Seattle); Joe Baumann, (NE King); Sr Charlotte, Spiritual Advisor Non-Voting: Ned Delmore, Eddie Roldan, Director of Finance: Jim McFarland, Director of Marketing and Communications: Tom Wagner, Director of Vincentian Support; Patty Shepherd- Barnes, Development Director; Mary Jo Shannon, (President, St. Mary Conference) OPENING: After a meal, and an opening prayer, the meeting was called to order at noon. A motion was made and seconded to approve the draft of the October minutes. REFLECTION: In the absence of Sr. Charlotte, Denis West read the "Examen" of St. Ignatius. i • , • FINANCE REPORT: The 501 (c)(3) application is awaiting approval from the IRS. A motion to send an "Engagement letter" to the firm doing the audit was made, seconded and unanimously approved. The fees of the firm are basically the same as last year Good news in the monthly financial report. Overall store sales were over budget for the first time in several years, by 8 %. Kent, Burien, Rainier, and Aurora stores are doing especially well. Donations are down, but this is due to the expected transfer of donated funds to the programs they are meant to fund. Personnel costs are lower than expected but this is due to positions currently unfilled which are expected to be filled soon. EXECUTIVE DIRECTOR'S REPORT: Ned Delmore reported that the Homelessness Prevention Program ran out of funds— reached its quota of those helped—in two rather than six months. The city is expected to visit to do an audit of the program and will decide on additional funding after Thanksgiving. In the meantime, the program is accepting new applicants. Sixteen of the eligible 23 conferences used the grant funding. There were requests for a smoother process; those concerns are being addressed. Patti Shepherd-Barnes explained the beginning of the feasibility study. Participants are currently being identified. She stated that there is excitement around the rebuild of the Georgetown site, and anticipation at whatever the outcome of the feasibility study, more donors for SVDP will be identified. Jim McFarland explained the various parts of the year-end appeal. He said that the primary message is that SVDP keeps people in their homes and off the streets. TV spots on Comcast and billboards will be part of the appeal as they were last year. Matching funding for ads was obtained from Comcast. Tom Wagner stated that the small group meetings at the last council meeting were well received and the promotion of fellowship and spirituality are "now on the radar" as goals for conferences to address. The recent symposium for spiritual advisers is the beginning of an effort to strengthen their role in conferences. The Holy Spirit conference in Kent is reorganizing with a new president soon to be 4,16k We'll Be There. Eleven out of 53 conferences have submitted annual reports. There was a discussion of the new IRS requirement of 1099 and W9 procedures for landlords. The decision has been made to move forward with the forms for 2019 and not try to recreate the records from 2018. Conferences are being asked to identify a point person and training will be provided. All Conferences must enter the contact information of landlords to whom rent is paid, even if they do not use the database for other purposes. CONTINUING BUSINESS: Dennis West reported that there is conflicting information on the use of proxies at Board meetings. He consulted Attorney Will Crowley who (after the Board meeting occurred) replied that we can use proxies for board members subject to our amending our bylaws to allow it. It was moved, seconded and unanimously approved that the December meeting be cancelled. CLOSE: The meeting closed at 1:30 PM with a prayer. The next meeting will be January 9, 2019, at the Georgetown site at noon. Respectfully submitted: Mary Ann Curran I Board Secretary November 17, 2018 Print \iii ROAM MINITES_1-1(_)MEVIIDI)1 F2 14/1 111$ -- V' pff We'll Be There. I, J 0 N h 4. a` , 0 V co le ile Hereby Certify: 1) I am the President of the Board of Directors of the Society of St.Vincent de Paul Council of Seattle/King County-A Washington nonprofit corporation. 2) In executive session at its regular meeting on march 15,2011,the Board of Directors of the Society voted to offer the position of Executive Director to Mr.Ned Delmore 3) Ned Delmore accepted the offer and began employment as Executive Director of the Society on April 4,2011. 4) In accordance with the formal bylaws and Executive limitations the Executive Director has the authority to enter into contracts on behalf of the Society. Dated in Seattle on this S day of 144,7 ,20 IS- A S �, JL2' 9' 2o ( (1n Morford,Board President oe Society of St.Vincent de Paul Council of Seattle/King County St.Vincent de Paul of Seattle I King County 5950 4th Avenue South I Seattle,WA 981081 P:206-767-9975 IF:2061767-6439 www.svdpseattle.org 11116, CITY OF CITY HALL 33325'�•...- Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway corn City of Federal Way Human Services Contract for 2019-2020 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: 5occ l Oar S4-. V,'rl c.e,(v--t- de V60-c_t rai .vi c L.1, ocSea 1.e'k (Contracting Agency), for Go,;�;-v.- J the following: fly,CYku,n & H utm an $ V`/ c c S (Program Title). Authorizing ,� / /,�� Signature: / V��-�e jitic c-n r— // (must be signed by (Printed Name) (Title) person who signs the contract, generally, ' Executive Director) - `j 1/W4 l 9 (Signature) (Date) Additional Authorized Signature: 33511 ROM QresAA,cm?) 5T. Tht�.,lcso s Con�e'remce, (Printed Name) (Title) 'Pink., 19 igna .111 ( ate) Additional Authorized Signature: - 1 (Printed Name (Title) (Signature) ‘ (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. 3/14/2019 Corporations and Charities System BUSINESS INFORMATION Business Name: SOCIETY OF ST.VINCENT DE PAUL COUNCIL,OF SEATTLE/KING COUNTY UBI Number: 178 019 275 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 5950 4TH AVE S,SEATTLE,WA,98108,UNITED STATES Principal Office Mailing Address: 5950 4TH AVE S,SEATTLE,WA,98108-3208,UNITED STATES Expiration Date: 09/30/2019 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 09/22/1922 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CHARITABLE REGISTERED AGENT INFORMATION Registered Agent Name: CROWLEY LAW OFFICES Street Address: 1411 4TH AVE STE 1520,SEATTLE,WA,98101-2247,UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL NED DELMORE GOVERNOR INDIVIDUAL JOHN MORFORD GOVERNOR INDIVIDUAL RICHARD MUHLEBACH GOVERNOR INDIVIDUAL JIM DEFRANCO GOVERNOR INDIVIDUAL MARY ANN CURRAN GOVERNOR INDIVIDUAL MIRYA MUNOZ-ROACH https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1