AG 19-101 - Communities in SchoolsRETURN TO: Sarah Bridgeford EXT: 2651
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV: CD/CS
ORIGINATING STAFF PERSON: SARAH BRIDGEFORD
EXT: _2651 3. DATE REQ. BY:
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT x HUMAN SERVICES/ CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
PROJECT NAME: MENTORING PROGRAM
NAME OF CONTRACTOR: COMMUNITIES IN SCHOOLS OF FEDERAL WAY
ADDRESS: PO Box 3317, FEDERAL WAY, WA 98063
E-MAIL:
SIGNATURE NAME:
_TELEPHONE _253-943-6783
FAX:
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 $-18,000-00 (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 LINO IF YES, $
RETAINAGE: RETAINAGE AMOUNT:
x PURCHASING: PLEASE CHARGE TO
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
1. COUNCIL APPROVAL (IF APPLICABLE)
PAID BY: ❑ CONTRACTOR ❑ CITY
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
001-7300-083-562-10-410
INITIAL / DATE REVIEWED
20 F=4 zo 17
SCHEDULED COMMITTEE DATE:
SCHEDULED COUNCIL DATE:
INITIAL / DATE APPROVED
w
COMMI-M- E APPROVAL DATE:
COUNCIL APPROVAL. DATE: I�
CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 25,219_�' 7 DATE RECD: ( z
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTI ICATE, 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.)
❑ LAW DEPARTMENT
GNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
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`;y p CITY HALL
Federal Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www atyoffederatway com
HUMAN SERVICES AGREEMENT
FOR
MENTORING PROGRAM
This Human Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Communities in Schools of Federal Way, 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:
COMMUNITIES IN SCHOOLS OF FEDERAL
WAY:
Tracy Oster
PO Box 3317
Federal Way, WA 98063
(253) 943-6783 (telephone)
The Parties agree as follows:
CITY OF FEDERAL WAY:
Sarah Bridgeford
33325 8th Ave. S.
Federal Way, WA 98003-6325
(253) 253-835-2651 (telephone)
(253) 253-835-2609 (facsimile)
sarah.bridgeford@cityoffederalway.com
1. TERM. The term of this Agreement shall be for a period commencing on January 1, 2019 and terminating on
December 31, 2020 ("Term"). Funding for the second year of the Agreement is contingent upon satisfactory Agreement
performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for
additional periods of time upon the mutual written agreement of the City and the Agency.
2. SERVICES. The Agency shall perform the services more specifically described in Exhibit A, attached hereto and
incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar
services within the Puget Sound region in effect at the time those services are performed to the City's satisfaction, within the
time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it
has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by
all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business
registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times,
to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not
relieve the Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the
City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party
thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately ifthe Agency
fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result in
ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount
and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The City shall
reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit B. The
Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this
Agreement.
HUMAN SERVICES AGREEMENT - 1 - 3/2017
CITY OF
..L Federal Way
CITY HALL
33325 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
www cityoffederalway 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-Apprapriation 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
` clrr of CITY HALL
Federal Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www ciryoffederaltivay. 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 Liabiiity. Agency's maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the
Agency's insurance and shall not contribute with it.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance
for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's
request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or
fees of such policies. If Agency's insurance policies are "claims made," Agency shall be required to maintain tail coverage
for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and
acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall
be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate
termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully
cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while
performing the Services shall belong to the City upon delivery. The Agency shall make such data, documents, and files available
to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination
of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to
the City.
HUMAN SERVICES AGREEMENT -3 - 3/2017
`
Fe� d e ra 1 Way CITY OF CITY HALL
Al
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 0PPORTITNTTY Ei111PLOYER. 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
`
Federal Way CITY O CITY HALL
33325 8th Avenue South
Federal- Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no
further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the
Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This
Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have
any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations,
rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics
Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may
be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance
is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of
this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of
this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States
mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received
three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be
exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any
option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to
declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare
one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be
made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle
any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim,
shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington,
unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over
such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the
personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are
an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal
costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition
to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to
limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants
that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it
shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement
shall be the "date of mutual execution" hereof.
[Signature page follows]
HUMAN SERVICES AGREEMENT - 5 - 3/2017
CITY OF CITY HALL
Awo
Fed a ra I Way 33325 8th Avenue
South
Federal Way, WA 980038003
-6325
(253) 835-7000
www cityoffederalway. com
IN WITNESS, the Parties execute this,Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
Jinf)6rrelj(,,Vlayor
DATE:
COMMUNITIES IN SCHOOLS OF FEDERAL
WAY:
By: A
dtotl—
Printed Name:0 f[..t'tC\. of i� L.
r
Title: ol-
DATE: (0 / �? /)I
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
ATTEST:
to ha pie Courtney, CMC, it Clerk
APPROVED AS TO FORM:
(��- +- Pe r
J. Ryan Call, City Attorney
On this day personally appeared before me -rmc*1 Leann ML—C , to me known to be the
dZy of (2pmmun(6 s tin 5c1=15 o� C-V!%j 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 04 day of S cin c f 2019.
Notary's signature' "
�Vt%A GS h
�I�I Notary's printed name ACxmt C-1 Sm [�-"
Notary Public in and for the State of Washington.
My commission expires wJC -11 2023
7,, &8 L\G
�IWASH`N,.`'�
HUMAN SERVICES AGREEMENT - 6 - 3/2017
`clrw of
Federal
Project Summary
CITY HALL
�� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
EXHIBIT A
SERVICES
The Agency shall provide school based mentoring 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
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
4
4
3
3
14
No. of unduplicated Federal
45
45
45
45
180
Way persons assisted in 2020
4
4
3
3
14
B. Units of Service
The Agency agrees to provide, at minimum, the following units of service by quarter:
C. Definition of Services
1. Hours of Mentoring: This service unit is measured by hours logged by mentors. Mentors meet one day per
week for one hour with their mentee. Mentors also participate in training sessions, a year end celebration picnic,
and an occasional field trip.
HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
Total
JAN. —
APRIL —
JULY —
OCT. —
MARCH
JUNE
SEPT.
DEC.
2019
1. Hours of Mentoring
45
45
45
45
180
2020
1. Hours of Mentoring
45
45
45
45
180
C. Definition of Services
1. Hours of Mentoring: This service unit is measured by hours logged by mentors. Mentors meet one day per
week for one hour with their mentee. Mentors also participate in training sessions, a year end celebration picnic,
and an occasional field trip.
HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017
`CITY OF
Federal
D. Performance Measure(s)
CITY HALL
Way 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
Outcome(s) to be reported:
1. Increased Academic Success: measured by attendance, behavior, and coursework.
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
Federal Way
CITY OF
CITY HALL
33325 8th Avenue South
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.
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 fiends as the City of Federal Way Human Services General Fund
Program.
HUMAN SERVICES AGREEMENT -3 - HSA Exh 5/2017
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%)
$37,450
$42,800
$48,150
$53,500
$57,800
$62,100
$66,350
$70,650
Income
Limits
Low
(80%)
$56,200
$64,200
$72,250
$80,250
$86,700
$93,100
$99,550
$105,950
Income
Limits
The Agency agrees to use updated Income Guidelines which will be provided by the City.
Reports and Reporting Schedule
The Agency shall collect and report client information to the City 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 fiends as the City of Federal Way Human Services General Fund
Program.
HUMAN SERVICES AGREEMENT -3 - HSA Exh 5/2017
CITY OF
� Federal Way
EXHIBIT B
COMPENSATION
Project Budget
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. 0yoffederalway. com
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 Eighteen
Thousand and 00/100 Dollars ($18,000.00).
A. City of Federal Way Funds
2019
2020
City of Federal Way General Fund:
$9,000.00
$9,000.00
Total City of Federal Way Funds:
$9,000.00
$9,000.00
B. Line Item Budget 2019 2020
Personnel Services (detail below) $9,000.00 $9,000.00
Office or Operating Supplies
Rent & Utilities
Communications
Travel and Training
Other (specify):
Client Travel
Administration (Overhead)
Total City of Federal Way Funds: $9,000.00 $9,000.00
C. Personnel Detail
Position Title Position Full
Time Equivalent
Annual Salary HS Funds
and Benefits
Program Manager 0.15
$60,229.00 $9,000.00
Total:
$60,229.00 $9,000.00
Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly
and are due on the following dates:
1 st Quarter: April 15 or within 10 days of 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.
HUMAN SERVICES AGREEMENT - 4 - HSA Exh 5/2017
CITY [3F
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
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
1 st Qtr
$2,250.00
2nd Qtr
$2,250.00
3rd Qtr
$2,250.00
4th Qtr
$2,250.00
2020
1St Qtr $2,250.00
2nd Qtr $2,250.00
3' Qtr $2,250.00
4th Qtr $2,250.00
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
CommSFW
Non Profit Insurance Program
CERTIFICATE OF COVERAGE Issue Date: 05/18/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXTEND OR ALTER THE 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 CERTIFICATE HOLDER.
------------------------------------------------------------------------------------------------
IMPORTANT: It 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
DESCRIPTION
GENERAL LIABILITY
Clear Risk Solutions
American Alternative Insurance Corporation, et al.
451 Diamond Drive
Ephrata, WA 98823
AUTOMOBILE LIABILITY
American Alternative Insurance Corporation, et al.
PROPERTY
INSURED
06/01/2020
Communities in Schools of Federal Way
American Alternative Insurance Corporation, et al.
1825 S 316th, Ste. 101
MISCELLANEOUS PROFESSIONAL LIABILITY
Federal Way, WA 98003
Princeton Excess and Surplus Lines Insurance Company
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 CONDITIONS OF SUCH POLICIES. LIMITS SH OWN 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 Nl-A2-RL-0000013-09 06/01/2018
06/01/2020
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 -0000013-09 06/01/2018
06/01/2020
COMBINED SINGLE LIMIT
$5,000,000
(LIABILITY IS SUBJECT TO A $50.000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
PROPERTY
Nl-A2-RL-0000013-09 06/01/2018
06/01/2020
ALL RISK PER OCC EXCL EQ & FL
$75,000,000
EARTHQUAKE PER OCC
$1,000,000
FLOOD PER OCC
EXCLUDED
(PROPERTY IS SUBJECT TO A $50.000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
MISCELLANEOUS PROFESSIONAL LIABILITY
N1 -A3 -RL -0000060-09 06/01/2018
06/01/2020
PER CLAIM
EXCLUDED
(LIABILITY IS SUBJECT TO A $50.000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
$40,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS
Regarding Community Service Grant. The City of Federal Way is named Additional Insured regarding this grant only
and is
subject to policy terms, conditions and exclusions.
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 PROVISION'S
CERTIFICATE HOLDER
AUTHORIZED REPRESENTATIVE
City of Federal Way
33325 8th Ave. S
C�o '
Federal Way, WA 98003
3389770
AMERICAN ALTERNATIVE
INSURANCE COMPANY
ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION
(GENERAL LIABILITY)
Named Insured
Non Profit Insurance Program
Policy Number
N1 -A2 -RL -0000013-09
Endorsement Effective
6/1/2018
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
City of Federal Way
33325 8th Ave. S
Federal Way, WA 98003
Regarding Community Service Grant. The City of Federal Way is named Additional Insured regarding this grant only and is
subject to policy terms, conditions and exclusions.
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 Bodlly 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
3389771
Page 1 of 1
BY-LAWS OF
Communities In Schools of Federal Way
(a Washington non-profit corporation)
Adopted and Approved this 23`d day of December, 2014
1. ARTICLE 1: PURPOSES
1.1. Corporate Pu uses. The nature of the activities to be conducted, and the purposes to be
promoted or carried out by the Corporation, shall be exclusively charitable, scientific
and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code
of 1986 (the "Code"). In furtherance of the foregoing:
I.I.I. The Mission of the Corporation is to surround students with a community of
support, empowering them to stay in school and achieve in life. The goal is that
"All students in Federal Way Public Schools graduate, poised for success."
1.2. Restriction on Political Activities. 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 campaign on behalf of any political
candidate for public office.
1.3. Retention of Control over Solicited Funds. The Corporation shall at all times retain
control and discretion over any solicited funds donated for the benefit of a specific
project funded by the Corporation. When applicable, formal grant agreements shall be
used detailing the rights, responsibilities and restrictions of the parties to any grants
made by the Corporation.
1.4. Limitation on Other Activities. Notwithstanding any other provisions of these Bylaws,
the Corporation shall not carry on any other activities not permitted to be carried on by a
Corporation exempt from federal income tax under Section 501(c)(3) of the Code,
contributions to which are deductible under Section 170(c)(2) of the Code.
1.5. Incorporation of Future Code Provisions. References in these Bylaws to sections of the
Code shall be deemed to include references to the corresponding provisions of any future
amendments to the Code and to the corresponding provisions of any future United States
Internal Revenue Law.
2. ARTICLE 2: OFFICES
2.1. The Corporation may have its offices at such place or places within or without the State
of Washington as the Board of Directors may from time to time determine.
11Paae
3. ARTICLE 3: MEMBERS
3.1. There are no members of the Corporation. The powers and management of the
Corporation are vested solely with the Board of Directors.
4. ARTICLE 4: BOARD OF DIRECTORS
4.1. Authori1y. The activities, property and affairs of the Corporation shall be managed by
its Board of Directors which is empowered to exercise all such powers of the
Corporation and to do all such lawful acts and things as are authorized by law, by the
Corporation's Certificate of Incorporation or Bylaws. To the extent permitted by law, the
Board of Directors may delegate power and authority in the exercise of its duties and
responsibilities to its duly elected officers, duly appointed committees, or other such
qualified agents.
4.2. Number of Directors. The Board of Directors shall consist of not less than seven (7) nor
more than twenty-five (25) members. The precise number to be fixed by resolution of
the Board of Directors from time to time.
4.3. Director Terms. Each board member shall be elected for a term of three (3)
years. Positions will be vacated in a rotation with one-third of the board members being
elected/re-elected each year. Whenever additional positions are created, terms of office
of one or two years will be established when necessary to meet the one-third standard
rotation. The terms of all board members shall end on June 30 of each year. Each board
member shall hold office until his or her term expires and until his or her successor shall
have been elected or until such Director's death, resignation, incapacity to serve, or
removal.
4.4. Selection and Election of Directors Governance Committee: Each year in March, the
Governance Committee shall solicit nominees for the Board of Directors. The
Governance Committee will then bring a list of candidates to the Board for discussion at
the April meeting. The Board will vote on which candidates to contact. The
Governance Committee will contact nominees and bring completed applications to the
May meeting for a vote. New Directors will receive Board orientation in June and start
their tenure on July 1St of the new fiscal year.
4.5. Seating New Directors. All newly elected and appointed Board members shall be seated
at the first regular meeting of the new fiscal year and shall be participating members
thereafter.
4.6. Vacancies. If any vacancy in the Board shall occur, the remaining Directors shall
continue to act, and any such vacancy may be filled by the vote of a majority of the
Directors then in office.
2 1 P a g e
4.7. Removal With or Without Cause. Any one or more Directors may be removed with or
without cause, at any time, by a vote of a majority of the Directors then serving at any
regular or special meeting of the Board of Directors duly called and notice duly given of
such purpose.
4.8. Approved L:cavc of Ahseiice. Any Director may obtain an approved leave of absence
from the Board for good cause shown by a vote of the majority of the Directors then
serving at any regular or special meeting of the Board of Directors duly called and notice
duly given of such purpose.
5. ARTICLE 5: MEETINGS OF THE BOARD OF DIRECTORS
5.1. Annual Meetiil.,s. The Annual Meeting of the Board of Directors shall be held at such
date, time and place as the Chairperson shall designate pursuant to the Corporation's
fiscal year calendar. In addition, regular meetings of the Board of Directors shall be held
monthly at such date, time and place as the Chairperson shall designate.
5.2. Special Meeting. Special Meetings of the Board of Directors may be called at any time
by the Chairperson, or shall be called by the Secretary upon the written request of five
(5) or more Directors. Special Meetings shall be held at such date, time and place as the
Chairperson shall designate; provided that any Special Meeting called upon the written
request of five (5) or more Directors shall be held not later than ten (10) business days
after the Secretary shall have received such request at such date, time and place as the
Secretary shall designate.
5.3. Notice of Meed. Notice of all meetings of the Board of Directors shall be given by
serving a written notice upon each Director, in person, by mail postage pre -paid, or other
electronic transmission (e-mail) at the Director's last known address, in sufficient time to
be received at least forty-eight (48) hours prior to the time of the meeting. The notice
shall state the date, time and place of the meeting and a general description of the
business to be transacted.
5.4. Quorum. At any duly called meeting of the Board of Directors a majority of the elected
Directors then in office shall constitute a quorum for the transaction of business. Except
as otherwise provided by law or in these Bylaws, all actions of the Board of Directors
shall be by a majority vote of the Directors present. Each Board member shall have one
(1) vote. All votes may be cast in person, by teleconference, or other electronic means
providing verification of the person casting the vote.
5.5. Consent in Lieu of Form, -J 'notice. If Directors severally or collectively consent in
writing to any action to be taken by the Board, and the number of such Directors
constitutes a quorum for such action, such action shall be as valid corporate action as
though it had been authorized at a meeting of the Board of Directors. The Secretary shall
file such consents with the minutes of the meetings of the Board of Directors.
3 1 P a e
6. ARTICLE 6: COMMITTEES OF THE BOARD OF DIRECTORS
6.1. Committees. The Corporation shall at all times have a Governance Committee and a
Finance/Audit Committee and may have other committees of the Board of Directors as
needed; consisting in each case of two or more members of the Board of Directors,
which may have and exercise such of the power and authority of the Board of Directors
as are provided for in these Bylaws or as may be provided in the resolution of the Board
of Directors establishing such committee.
6.1.1. Goyemance Committee. The Governance Committee of the Board of Directors
shall oversee the overall strategic direction of the corporation, executive director
work plan, development and performance review, Bylaws, State and Federal
Corporate Compliance Requirements, Board of Directors expectations, performance
review and improvement, and Policies and Planning.
6.1.2. Finance/Audit Committee. The responsibility of the Finance/Audit Committee of
the Board of Directors shall be to monitor the overall financial health of the
corporation. Its core duties include overseeing budgeting, financial planning and
safeguarding the organization's assets; reviewing and proposing internal controls
and fiscal policies.
6.1.3. Other Committees. In addition to the standing committees of the Board of
Directors, the Board may designate such other committees of the Corporation,
consisting of Directors and Non -Directors of the Corporation, as it deems
appropriate. Non -Director members of a committee shall not have any of the powers
of a Board of Director member and shall not have voting rights.
6.2. Adoption by Resolution. Additional committees of the Board of Directors or
Corporation shall be designated by a resolution adopted by the affirmative vote of a
majority of the Directors present at the meeting of the Directors at which a quorum is
present.
6.3. Quorum and Votin A quorum for the transaction of business for any committee shall
be a majority of the voting members of the committee. Each committee member shall
have one (1) vote. All votes may be cast in person, by teleconference, or other electronic
means providing verification of the person casting the vote.
7. ARTICLE 7: BOARD OF DIRECTORS OFFICERS AND CORPORATE OFFICERS
7.1. Officers. The officers of the Corporation shall include: President of the Board of
Directors who will serve as President of the Corporation and Chair of the Governance
Committee. President -Elect of the Board of Directors who will serve as Vice -President
of the Corporation and member of the Governance Committee. Secretary of the Board
of Directors who will serve as Secretary of the Corporation and member of the
Governance Committee, and Treasurer of the Board of Directors who will serve as Chair
41Patie
of the Finance/Audit Committee and Treasurer of the Corporation. The Corporation will
also have an Executive Director responsible for handling the day to day affairs of the
Corporation and such other officers as the Board of Directors may determine from time
to time.
7.2. Election. The Board of Directors at its Annual Meeting shall elect the officers by
majority vote. The President, President -Elect, Secretary and Treasurer shall be elected
from among the members of the Board of Directors. The officers shall serve until the
next Annual Meeting or until their successors are elected. The Board of Directors shall
also appoint an Executive Director and such other officers as the Board of Directors may
determine from time to time. The Executive Director and such other officers as required
shall not be members of the Board.
7.3. Duties and Powers. The duties and powers of the officers of the Corporation shall be as
follows:
7.3.1. President. The President of the Board of Directors shall preside at all meetings of
the Board of Directors, Chair the Governance committee, serve as President of the
Corporation and shall have such other duties and responsibilities as are customary
for the office of the President as may be assigned to him or her from time to time by
the Board of Directors.
7.3.2. President -Elect. The President -Elect of the Board of Directors shall perform the
duties of the President of the Board of Directors in the absence or disability of the
President, serve as President Elect of the Board of Directors, member of the
Governance Committee and President -Elect of the Corporation and shall have such
other duties and responsibilities as may be assigned to him or her from time by the
Board of Directors.
7.3.3. Secretary. The Secretary of the Board of Directors shall serve as Secretary of the
Corporation and member of the Governance Committee. He or she shall cause
minutes to be kept of the meetings of the Board of Directors in appropriate
books. He or she shall give all notices of the meetings of the Board of
Directors. He or she shall be the custodian of all records of the Corporation (other
than those kept by the Treasurer) and of the corporate seal, and shall affix the latter
when required. He or she shall in general perform all the duties incident to the office
of Secretary, subject to the control of the Board of Directors.
It shall be the duty of the Secretary to enforce all Bylaws, rules and regulations for
the proper conduct of the Corporation made by or under the authority of the Board
of Directors. In all cases of disputed authority or uncertainty as to the meaning of
the Bylaws, rules and regulations of the Corporation, his or her decision shall
govern until the Board of Directors shall otherwise rule.
5 1 P a - e
It shall be the duty of the Secretary to see that all requirements of law and of
appropriate state and local authorities are duly observed in the conduct of the affairs
of the Corporation.
7.3.4. Treasurer. The Treasurer of the Board of Directors shall serve as Treasurer of the
Corporation and as Chair of the Finance/Audit Committee. He or she shall have
supervision over the receipt and custody of the Corporation's funds, and shall cause
to be kept correct and complete books and records of account, including full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation, and in general shall perform such duties as are customary to the office
of Treasurer. In addition, the Treasurer shall perform such other duties as the Board
of Directors may from time to time assign to the Treasurer. The Treasurer may be
provided with a bond for the faithful discharge or his or her duties in such amount as
the Board of Directors may require.
7.3.5. Executive Director. The Executive Director shall hold office at the pleasure of
the Board, and shall be subject solely to the direction and control of the Board of
Directors. The Executive Director shall not be a member of the Board and shall not
have voting privileges.
The Executive Director shall be the official representative of the Board of Directors
in the management of the Corporation. He or she shall have authority and
responsibility for the administration of the Corporation in all its' activities subject
only to such policy as may be adopted and such orders as may be issued by the
Board of Directors or by any of its Committees to which power has been delegated
for such action. He or she shall act as the duly authorized representative of the
Board of Directors in all matters in which these Bylaws or the Board of Directors
have not designated some other person to act.
It shall be the duty of the Executive Director to plan, organize, maintain, and control
the operation of the Corporation within the policy limits established by the Board of
Directors. He or she shall analyze the Corporation's activities and advise the Board
respecting the same. He or she shall participate in all appropriate committees
thereof. He or she shall attend all meetings of the Board of Directors, and advise the
Board on matters of policy formation.
He or she shall represent the Corporation as its official representative in relation to
appropriate outside agencies.
The above duties of the Executive Director may be delegated by him or her to such
other qualified Corporation personnel as he or she may from time to time appoint.
In addition, the Executive Director shall perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.
6 1 P a g e
7.4. Vacancies. A vacancy in any office shall be filled by the Board of Directors at a regular
meeting or at special meeting called for that purpose.
7.5. Removal With or Without Cause. The Board of Directors may remove any officer by a
majority vote at any time with or without cause, at any regular or special meeting of the
Board of Directors duly called and notice duly given of such purpose.
8. ARTICLE 8: BILLS, NOTES, ETC.
8.1. Banking Restrictions. The Board of Directors shall appoint a Finance/Audit Committee
with the Treasurer of the Corporation as the Chair of the Committee. The Finance/Audit
Committee's responsibility will be to develop and recommend financial policies which
will then be reviewed and voted on by the full board annually.
9. ARTICLE 9: DIRECTOR COMPENSATION, LIABILITY AND
INDEMNIFICATION
9.1. Limitation on Earnimgs. No part of the net earnings of the corporation shall inure to the
benefit or be distributed to any of its directors, officers or other private persons, except
that the corporation is authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of its purposes
with 75 percent of full Board approval.
9.2. Director Liability. A director of the corporation shall not be personally liable to the
corporation for monetary damages for conduct as a director, except for liability of the
director: (a) for acts or omissions which involve intentional misconduct by the director
or a knowing violation of law by the director; or (b) for any transaction from which the
director will personally receive a benefit in money, property, or services to which the
director is not legally entitled.
9.3. Indemnification. The corporation shall have the power to indemnify its directors and
officers, and to purchase and maintain insurance for its directors, officers, employees,
and other agents, and (without limiting the generality of the foregoing) shall indemnify
its directors against all liability, damage, and expenses arising from or in connection
with official acts on behalf of the corporation to the maximum extent permitted by law,
specifically including, without limitation, the maximum extent of indemnification
allowed by RCW 24.03.043 as now enacted or hereafter amended. The Corporation
may procure insurance providing indemnification for such persons.
7 1 P a g e
10. ARTICLE 10: CONFLICT OF INTEREST
10.1. Questionnaire. Each Director shall, prior to assuming his or her position and
thereafter annually answer a questionnaire so as to disclose in writing to the Executive
Director a list of all businesses or other organizations of which he or she is an officer,
member, owner or employee, or for which he or she acts as an agent, with which the
Corporation has, or might reasonably in the future enter into, a relationship or
transaction in which the member would have conflicting interests.
10.2. Disclosure of Conflicts. At such time, if any matter should come before the
Board or any committee thereof in such a way as to give rise to a conflict of interest, the
affected member shall make known the potential conflict and, if advisable, withdraw
from the meeting for so long as the matter shall continue under discussion, except to
answer any questions that might be asked of him or her. Should the matter be brought to
a vote, the affected member shall not vote on it. In the event that, when advisable, (s)he
fails to withdraw voluntarily, the Chairperson shall require that (s)he remove
himself/herself from the room during the discussion and vote on the matter.
10.3. Notw ithstandirig the above, the affected member shall bring to the attention of the
Executive Director, the Chairperson of the Board and the full Board, any business
involving such a conflict of interest.
10.4. Business Transaction Approval. Any business transaction shall be presented to
the Board with disclosure, for approval.
10.5. Independent Counsel. In appropriate instances, the President of the Board of
Directors or the Executive Director may seek the advice of an independent professional
on a conflict issue.
11. ARTICLE 11: MISCELLANEOUS PROVISIONS
11.1. Amendment of Bylaws. These Bylaws may be amended by affirmative vote of a
majority of the Directors present at any lawful meeting of the Board of Directors,
provided that a copy of such proposed amendment shall have been given in the notice
calling the meeting.
11.2. Corporate Fiscal Year. The fiscal year of this Corporation shall commence on
July 1 and end on June 30th of each year or as otherwise determined by an appropriate
resolution of the Board of Directors.
11.3. Parliamentary Procedure. The parliamentary procedure of the Corporation, Board
of Directors, and all other committees established hereunder shall be governed by the
most recent revised edition of Robert's Rules of Order unless contrary to the procedure
set forth in these Bylaws. In case of conflict, the rules established by these Bylaws shall
prevail.
8 1 P a g e
11.4. Consent and Waiver of Formal Notices. Whenever any notice (of time, place,
purpose or any other matter, including any special notice), is required or permitted to be
given to any person (by law or under the provisions of the Certificate of Incorporation or
Bylaws of this Corporation, or of a resolution of the directors), a written waiver of notice
signed by the person or person, (whether before or after the time required for such
notice), shall be equivalent to the giving of such notice. The Secretary shall cause any
such waiver to be filed with or entered upon the records of the Corporation, or in the
case of a waiver of notice of a meeting, the records of the meeting.
Communities In Schools of Federal Way
(a Washington non-profit corporation)
9 1 P a a e
CITU of
Federal Way
City of Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
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:
Pr t, cam- (Contracting Agency),
for
the following:
Authorizing
Signature:
(must be signed by
person who signs
the contract,
generally,
Executive Director)
Additional
Authorized
Signature:
Additional
Authorized
Signature:
Y(
(Program Title).
(Printed Name) � ' ' (Title)
.11 "1 k, ON /I '-I
(Printed Name)
(Date)
(Title)
(Signature) (Date)
(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
BUSINESS INFORMATION
Corporations and Charities System
Business Name:
COMMUNITIES IN SCHOOLS OF FEDERAL WAY
UBI Number:
602 971 783
Business Type:
WA NONPROFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
1825 S 316TH ST, STE 101, FEDERAL WAY, WA, 98003-5434, UNITED STATES
Principal Office Mailing Address:
PO BOX 3317, FEDERAL WAY, WA, 98063, UNITED STATES
Expiration Date:
11/30/2019
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
11/20/2009
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
EDUCATIONAL
REGISTERED AGENT INFORMATION
Registered Agent Name:
TRACY OSTER
Street Address:
1825 S 316TH ST # 101, FEDERAL WAY, WA, 98003-5434, UNITED STATES
Mailing Address:
PO BOX 3317, FEDERAL WAY, WA, 98063-3317, UNITED STATES
GOVERNORS
Title
Governors Type
Entity Name First Name
Last Name
GOVERNOR
INDIVIDUAL
DARCY
WEBB
GOVERNOR
INDIVIDUAL
BRETT
HULSE
GOVERNOR
INDIVIDUAL
KATHY
SCHMIDT
GOVERNOR
INDIVIDUAL
TRACY
OSTER
https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 111
2/1/2019 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
COMMUNITIES IN SCHOOLS OF FEDERAL WAY
UBI Number:
602 971 783
Business Type:
WA NONPROFIT CORPORATION
Business Status:
DELINQUENT
Principal Office Street Address:
1825 S 316Th ST # 101, FEDERAL WAY, WA, 98003, UNITED STATES
Principal Office Mailing Address:
Expiration Date:
11/30/2018
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
11/20/2009
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
REGISTERED AGENT INFORMATION
Registered Agent Name:
TRACY OSTER
Street Address:
1825 S 316TH ST # 101, FEDERAL WAY, WA, 98003-5434, UNITED STATES
Maili Address:
PO lB17Y 3317, FEDERAL WAY, WA, 98063-3317, UNITED STATES
GOVERNORS
Title
Governors Type
Entity Name First Name
Last Name
GOVERNOR
INDIVIDUAL
DARCY
WEBB
GOVERNOR
INDIVIDUAL
BRETT
HULSE
GOVERNOR
INDIVIDUAL
KATHY
SCHMIDT
GOVERNOR
INDIVIDUAL
TRACY
OSTER
httos://ccfs.sos.wa.cov/#/BusinessSearch/Businesslnformation 1/1
2/1/2019 Details about
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Home > Tax Exempt Organization Search > Communities In Schools Of Federal Way
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Communities In Schools Of Federal Way
EIN: 94-3181464 1 Federal Way, WA, United States
Publication 78 Data e
Organizations eligible to receive tax-deductible charitable contributions. Users may rely on this list in
determining deductibility of their contributions.
On Publication 78 Data List: Yes
Deductibility Code: SOUNK
Copies of Returns (990, 990 -EZ, 990 -PF, 990-T) e
Electronic copies (images) of Forms 990, 990 -EZ, 990 -PF or 990-T returns filed with the IRS by charities and
non -profits.
Tax Year 2016 Form 990
Page Last Reviewed or Updated: 6 -Jul -2018
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