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AG 19-175 - FWYAT 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: TYPEOFDOCUMEN I (CI11:CK ONE)-. ❑CONTRA(-']-OR 17()C'UiIM NT(E.G.,RFB,O SELL OR LIMITED PUBLIC WORKS CONTRACT O PUBLIC N%01ZKS CUN 11 :A(_1 ❑MAINTENANCE AGREEMENT x PROi'F.55I[1NAL.SL:R�'!f'L AGRLI'�1ENT X 14(7-MAN SFRtT1C'FSICDBG L• C;ODDS;�tiD SE1Z%' F.:1[.r1LFL�IL ti I C ftL.AL rST,'CI'F DOC-t?>G1FNT ❑ SEL'Li1LITl i-}OCUMLNT(E.G BOND RELATED DOCUMENTS ❑ ORDINANCE ❑ RESOLUTION ❑ CON 1RAC'T AMENDMENT(AG#): El INTERLOCAL ❑ OTHER PROJECT NAME: CAPACITY BUILDING AND COMMUNITY SUPPORT NAME OF CONTRACTOR: FEDERAL WAY YOUTH ACTION T F iM ADDRESS: 29500 PACIFIC Hwy S,SUITE N,FEDERAL WAY,WA 98003 FAX TELEPHONE 206-948-9492 E-MAIL: BOBBY31ENNINGSGGMAIL`COtvI„ — TITLE EXECUTIVE DIRECTOR SIGNATURE NAME: BOBBY JENNINGS OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE X ALL EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OTHER REFERENCED EXHIBITS X PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 11 PRIOR CONTRACT/AMENDMENTS 114 TERM: COMMENCEMENT DATE: MAY 1,2019 COMPLETION DATE:—DECEMBER 31,.2M— TOTAL CoNiPENSATION 1,ETOTALCON[I'F '`15AT1GN$ 13,500.00 (INCLUDE[�[E",NI-SES AND SALES TAX,IF ANY) — f IF C•%LCL.LA[LD ON HU[IR1.Y'LABOR C[TARGE-A'T'TACH SCHEDULES OF Lh1Pl-()Y[_1 5 l'[Tl FR AND HOLIDAI'[.:��LS! — — — — — — REIMBURSABLE 1_X11ENSF: 'YES l�NO IF YES,MAXIMUM DOLLAR A'0C)[_1NT: 'S — —AID 13N:'-':C'l-"�Iti l k:IC'T[ah�C f l l IS SALES TAX OWED ❑YES ❑NO IF YES,$ — — RETAINAGE: RETAINAGE AMOUNT: ❑RETAIN AGE AGRE•I:n I L KT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE x PURCHASING: PLEASE CHARGE TO: 001-1110-010-511-60-410 0. DOCUMENT/CONTRACT REVIEW ! ATE D INITIAL 1 DATE APPROVED' ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW SCHEDULED COMNIITTEE DATE: COMMITTEE APPROVAL DATE: � 1. COUNCH APPROVAL(IFAPPLICABLE) SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: Z/ 2. CONTRACT SIGNATURE ROUTING DATE REC'D: ENT TO VENDOR/CONTRACTOR DATE SENT: i TACH: SIGNATURE AUTHORITY, INSURANCE CERTI ICATE,LICENSES,EXHIBITS ( A Ei Cr,1:A1 13 ELECTRONIC REMINDERINOTIFICATION 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/DATE SIGNED ER Zint ❑ LAW DEPARTMENT Z-,A"'` ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# DATE SENT: ❑ SIGNED COPY RETURNED ;OMMENTS: 1/2018 ` CITY OF CITY HALL F33325 d e ra l Way 33325 8th Avenue South LG1 Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com HUMAN SERVICES AGREEMENT FOR CAPACITY BUILDING AND COMMUNITY SUPPORT This Human Services Agreement("Agreement")is made between the City of Federal Way,a Washington municipal corporation("City"), and Federal Way Youth Action Team, 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: FEDERAL WAY YOUTH ACTION TEAM: CITY OF FEDERAL WAY: Bobby Jennings Sarah Bridgeford 29500 Pacific Hwy. S., Suite N 33325 8th Ave. S. Federal Way, WA 98003 Federal Way, WA 98003-6325 (404) 635-8364 (telephone) (253) 253-835-2651 (telephone) (253) 253-835-2609 (facsimile) Bobby3jennings gmail.com I sarah.bridgeford@cityoffederalway.com The Parties agree as follows: 1. TERM.The term of this Agreement shall be for a period commencing on May 1,2019 and terminating on December 31, 2019 ("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 CITY OF CITY HALL ,,. ..:. Federal �y 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www crtyoffederalway.com 4.2 Method of Payment. On no more than a monthly 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 no less than 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 month and/or 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 HALL � �� 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway..corn 5.3 City Indemnification.The City agrees to release,indemnify,defend and hold the Agency,its officers,directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities,losses, fines,fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency,their agents,representatives,employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits.The Agency agrees to carry as a minimum,the following insurance,in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations,independent contractors,products-completed operations,stop gap liability,personal injury,bodily injury,death,property damage,products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers'compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request,Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are"claims made,"Agency shall be required to maintain tail coverage for a minimum period of three(3)years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY.All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws.Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODLiCI'. 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 [N7v of CITY HALL Fe d eral Way 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 OPPORTCTNITY 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 Fe d e ra l Way 33325 8th Avenue South Y Federal Way,WA 980038003 -6325 (253) 835-7000 www.cityofederalway.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 ` 1Y■� Federal CITY OF CITY HALL ■ „ ■ay 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Jim Ferrell, Mayor S h• nie Courtney, CMC, it Clerk APPROVED AS TO FORM: DATE: 6 11f J. Ryan Call, City Attorney FEDERAL WAY YOUTH ACTION TEAM: By. Printed Name: L b �•^° _C t Title: Cj1xX Z a, DATE: 9 1-21( / f 1 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me aobbg Ciene Semncto me known to be the CV%Ck%r of�re]ec�1 q)04 ,,nUkh Aeric► 'Cemrr+ 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. a'r GIVEN my hand and official seal this 21 day ofcsa QN' . 2019. Notary's signature Notary's printed name w rC 6 • svnz-�b r, Notary Public in and for the State of Washington. My commission expires 03/09/ `aloa3 ill 0 0 = /,i /,it,o WASrA"�',z" HUMAN SERVICES AGREEMENT - 6 - 3/2017 clry OF CITY HALL A*4! �de��I �� 33325 8th Avenue South Federal Way,WA 98003-6325 F (253) 835-7000 www cityoffederalway com EXHIBIT A SERVICES Project Summary The Agency shall provide capacity building and community supportin the City of Federal Way. The Agency shall ensure that services provided with funding under this Agreement are made available to Federal Way residents. Capacity building and community support will focus on youth development and violence prevention. Two components will be provided: 1) Critical Incident Response will increase understanding and awareness when a violent incident occurs involving youth. To achieve this, the Agency will develop a protocol and tools on de-escalation. After the protocol is developed, the Agency will provide community education on how to implement the protocol. 2) Capacity Building and Community Support: the Agency will build partnerships to improve youth development services and strengthen community engagement with focus on underserved and underrepresented communities. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of Federal Way residents with Human Services funds: Total No. of unduplicated Federal Way persons assisted in 2019 40 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by month: Total 2019 1. Critical Incident Response Protocol and Tools for I De-escalation 2. Critical Incident Response Education I 3. Community Events 2 HUMAN SERVICES AGREEMENT - 1 - HSA Exh 5/2017 CITY OF CITY HALL A4 Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com C. Definition of Services 1. Critical Incident Response Protocol and Tools for De-escalation: Develop protocols and tools to help community members de-escalate violent incidents. 2. Critical Incident Response Education: By the end of 2019 and following the development of the protocol, host a minimum of one (1) community education event to provide de-escalation training. 3. Community Events: Measured by the number of events hosted that focus on underserved and underrepresented communities. D. Performance Measure(s) Outcome(s)to be reported: 1. Increased critical incident response education and awareness by 80% as measured by pre- and post-surveys. Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include,but are not limited to: ■ for personnel costs, payroll for actual salary and fringe benefit costs. ■ for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b)purpose of trip; and ■ for copy machine use,postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of receipt of direct assistance including gift card incentives and bus tickets. Documentation should include signature of the participant, identify the date of the session, and identify what assistance was received. HUMAN SERVICES AGREEMENT - 2 - HSA Exh 5/2017 4! Federal OF CITY HALL 33325 8th Avenue South Federal Way,WA 98003-6325 Federal (253) 835-7000 www cityofPederalway.com 10. 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 2019 Income Limits Summary (effective 4/24/2019) FY 2019 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%) $23,250 $26,600 $29,900 $33,200 $35,900 $38,550 $41,200 $43,850 Income Li m its Very Low $108,600 (50%) $38,750 $44,300 $49,850 $55,350 $59,800 $64,250 $68,650 $73,100 Income Li m its Low (80%) 61,800 $70,600 $79,450 $88,250 $95,350 $102,400 $109,450 $116,500 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 no more than monthly 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 Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT B COMPENSATION Projeet 13u(l!el. 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 Thirteen Thousand and Five Hundred Dollars ($13,500.00). A. City of Federal Way Funds 2019 City of Federal Way General Fund: $13,500.00 B. Line Item Budget 2019 Personnel Services (detail below) $5,000.00 Printing $200.00 Rent &Utilities $1,863.00 Insurance $412.00 Food $500.00 Professional Services $3,500.00 _ Administration(Overhead) $2,025.00 Total City of Federal Way Funds: $13,500.00 C. Personnel Detail Position Title Position Full Annual Salary HS Funds Time Equivalent and Benefits Director 0.07 $74,750.00 $5,000.00 Total: $74,750.00 $5,000.00 Reimbursement Requests and Service Unit Report forms shall be submitted no more frequently than monthly and are due on the 15th of each month, but not less than 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 8; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15. The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Monthly Payments: 2019 Monthly $1,867.50 HUMAN SERVICES AGREEMENT - 4- HSA Exh 5/2017 CITY OF CITY HALL ..Afto�.. Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www ci"ffederatway.com Expenses must be incurred prior to submission of reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Reimbursement requests shall not exceed the estimated payment without prior written approval from the City. Estimated monthly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding month. 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 Ac" � CERTIFICATE OF LIABILITY INSURANCE ���1�'g) 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 Cndomclmcnt s). PRODUCER CUNTACT Laura Tfleimer Henson Insurance A Financial Services N1ni PHONe. _. .—. e. 815 Harvey Rd NE (A.-C,Nv.r ):253-735-9217 - _--_ —,__(nrc.No1:253-735-4042 Auburn WA 98002 Fuer;cl.ss:Laora.CFlensvn1@farmorsagency.com lNwS.�UnRER(S)AFFORDING COVERAGE _ NAIC B lrt.`i L�TCE:S A:K1t•Veer non Fire insurance Company 211522 _ INSURED Federal Way Youth Action Team INSURERS: 29500 Pacific Hwy S#N INSURERC: — i Federal Way WA 98003 INSURER D: - - ••---•--(•-- — INSURER E: INSURER F' _ COVERAGFS CERTIFICATE NUMBER: REVISION NUMBER-. THI', i:TO C:FiRTii'f '.1." i FI- -+}1 C::L-`_ OF INSURANCL L1,YTFf7 RFI CA',- IIAVT- NEFN ISSUI_LI TO -1 HE INSO R kn D NAMLD AliOVi_ F(1 k THE POLI(-Y INCrC_AfHU I:vTu1tl r'r iliJ_ ]IIIriL;v F'NT, TERM O F,CON01T1 N 01' 111;`! :[!N"Iiti,i:T [7F i711 F[ {;'a' iJ,.7E Ili Vilki f-'.FSP C TO 'mil H TEi!5 CEkTei--iGr\TF MAY BF i. IF'-L; s'. Y •]FF:i.A1PJ THE IfJ,;LJNANCt AFFO':DED BY rHC ^OUCIL`__- OC CRIGCD IIFIRFIN IS SUBJECT TO ALL THE TERMS, EXCLJJ IONS AND CONE l i'JNID t+: lI'.1 "VOLIC;IES.l.V]T:;:,HCAMh MAY HAVE-BEEN RE.DUCF-D BY RAID(J AiP.1,S. fills L.tlt L.:iiJF�T+ F 7L4i.f!.1=� PCtL!`:Y EXI' - ------._ .,•.� LTR. TYPE OF INSURANCE I ri uIIYVDPOLICYNUNBER LIMITS t y( C0MMERCIALGENEPALLIABILITY I`✓ EACH OCCURRENCE $1,000,000 __ CU,IM MADE occuR PP2569636 9/1212018 9/1212019 PREMISES Ea ocmrrence $ 1�+ MED P(An one person) $ 5,000 LPERSONAL&ADV INJURY $1,000,000 r_ G=FEr;:TL LIMITAPFUEE'PER: GENERAL AGGREGATE $2,000,000 jE a LOC -PRODUCTS-COMP/OP AGG l$included $ AIJTCIPO,0 D L F LIAB!LITY � $. a.I•l t ra BODILY INJURY(Per person) $ SCHEDULED BODILY INJURY(Per accident) $ _,........--.T. aiJ AUTOS F?Ir* n NON-OWNED (Per DAMAGE $ nllTfj;ON�y AUTOS ONLY $ UMBRELLA LIAS _ OCCUR EACH OCCURRENCE s . _ — EXCESS LIAB CLAIAASMAD AGGREGATE $ DED RFfENTION$ $ VJaRKERS COMPENSATION PER AND EMPLOYER$•LIABILSTY Y/N sTATvu ER.-..._ ANYPROPRIETORIPARTNERIEXECUTNE ❑rF11 E.L.EACH ACCIDENT E OFF10ER/MEMBEREXCLUDED? (Mandatory in NH) El DISEASE-EA EMPLOYEE f Kyes,dwcF%e under DESGRIh7iONOFOPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional E&O Liability ✓ "PP2569636 r/17J2018 0911212019 Ewh clalm $1,000,000 Aggregate $2,000,00G 71 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,Add Mon of Remarks Schedule,may be attached(f mom space Is required) Clubs civic,service or social buildings or premises owned or leased Not-for-profit only,Employment Practices Liability,Directors 8 fficers-Non Profit Hired and Non-owned auto-included.Abuse&Molestation Each Claim$100,0001$200,000 Aggregate. CERTIFICATE HOLDER CANCELLATION City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 33325 8th Ave S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Federal Way,WA 98003 ACCORDANCE WITH THE POLICY PROVISIONS. AU I HORITE.1)RtPR.ESLN-{ATIVE (253)735-9217 ©-I S88-201 a ACORD CORPORATfON. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Web Sollware.wWW.FormsBoss.com(c)hnpresslve Publishing 800-208-1977 BYLAWS OF FEDERAL WAY YOUTH ACTON TEAM (A Nonprofit Corporation) ARTICLE 1. NAME The name of this organization shall be: Federal Way Youth Action Team (hereinafter referred to as "the Corporation"). ARTICLE 11. OFFICES-AND AGENTS Section 1. Principal Office. The principal mailing office of the Corporation shall be located at 1911 Campus Dr. #653, Federal Way, WA 98023. The Corporation may have other mailing or physical offices and places of business at such places within the State of Washington as shall be determined by the directors. Section 2. Registered Office. The registered office of the Corporation required by the State of Washington Secretary of State shall be maintained in the State of Washington and it may be, but need not be, identical with the principal office if located in the State of Washington. The address of the registered office of the Corporation may be changed from time to time as provided by the State of Washington Secretary of State. Section 3. Registered Agent. The Corporation shall maintain a registered agent in the State of Washington as required by the Washington State Secretary of State. Such registered agent may be changed from time to time as provided by the Washington State Secretary of State. The Corporation shall maintain a registered agent in such other states as may be required by applicable law. ARTICLE 111. PURPOSE AND POWERS Section 1. Purposes. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The specific purpose and objectives of the Corporation shall include, but not be limited to, the following: A. To provide authentic, impactful, and culturally relevant youth development opportunities across the Federal Way community. B. To developing community responses to youth violence symptoms, creating systems of support for youth who may be the next victims, perpetrators, or at- risk for populating our juvenile justice system. Section 2. Powers. The Corporation shall have the following powers: A. To receive and maintain a fund or funds of real or personal property or both, and to use and apply the whole or any part of the income therefrom and the principal thereof for the purposes set forth in Article I 11, Section 1, above. B. To have one or more offices and to conduct and carry on any of its business at any place in the State of Washington as may be determined by the Board of Directors. C. To buy or otherwise acquire, sell or otherwise dispose of, mortgage or otherwise encumber, exchange, lease, hold, use, operate, or otherwise deal in and with real, personal and mixed property of all kinds and any rights or interest therein for any purposes of this Corporation. D. To borrow money and secure the repayment of monies borrowed for any purposes of this Corporation. E. To have and exercise any and all of those powers specified in the State of Washington by the Secretary. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or in furtherance of any of the powers set forth in Article 111, Section I above, either alone or in association with other corporations, municipalities, firms, or individuals; and to do every other act or acts, thing or things incidental or appurtenant to and growing out of or connected with the aforesaid purposes or any part or parts thereof, provided the same be not inconsistent with the laws under which this Corporation is organized. ARTICLE IV. MEMBERSHIP The Corporation shall have no members and the Corporation shall have no capital stock. ARTICLE V. BOARD OF DIRECTORS Section 1. Number and Term of Office. The business affairs, activities, and property of the Corporation shall be managed, directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by a Board of Directors composed of not less than five (5) nor more than twenty (20) members. The Board of Directors may change the number of directors from time to time by amending these Bylaws. No decrease in the number of directors shall shorten the term of office of any incumbent director. Members of the Board of Directors shall serve for two (2) years and shall be eligible for reappointment for a total of no more than six (6) consecutive years. Section 2. Q u I fi catioii s. All directors shall be natural persons of the age of eighteen(18) years or older. Directors do not need to be residents of the State of Washington. A director must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating his or her time, advice, skill, energy, and support in furtherance of the Corporation and its purposes and activities. Section 3. Powers and Duties. The Board of Directors shall have all the powers and duties necessary, appropriate, or convenient for the administration of the affairs of the Corporation and for the management and operation of the Corporation's property and activities and may do and perform all acts and things as are not prohibited by law, the Articles of Incorporation, or these Bylaws. These duties and power of the Corporation shall include, but not be limited to: A. Establishing and reviewing board policies governing the Corporation and its operations; B. Ensuring adequate resources for operation of the Corporation; helping to identify, cultivate, solicit and acknowledge donors. C. Establishing and supervising adequate accounting and financial procedures; D. Promoting the goals and purposes of the Corporation and evaluating the Corporation against such goals and purposes; and E. Employing on behalf of the Corporation an executive director and defining the duties and responsibilities of the Executive Director in a written job description. Anything in these Bylaws to the contrary notwithstanding, the Board of Directors is not empowered to perform any activity on behalf of the Corporation not permitted to be carried on by an organization exempt from Federal income taxation under Section 501 (c)(3) of the United States Internal Revenue Code. Section 4. Nomination and Election. At the annual Board of Directors meeting, individuals presented by the nominating committee shall be deemed nominated to serve on the Board of Directors. In addition to those individuals presented by the Nominating Committee, individuals may be nominated to serve on the Board of Directors in any number by any member of the existing Board of Directors at any time. Existing members of the Board may continue to serve on the Board of Directors if nominated and elected, subject to a six-year limitation. Directors shall be elected from the persons nominated upon the affirmative vote of a majority of the members of the entire Board. The term of office of any newly elected director shall commence immediately upon adjournment of the meeting of Board of Directors at which he or she was elected. Sectio» 5. Comperisatiori. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Section 5. Resignation. Vacancies. Removal; Absences; Increases. A. Resignation. Any director may resign at any time by giving written notice to the Chair of the Board of Directors, who shall announce the resignation to the full Board of Directors at the next regular meeting of the Board of Directors. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. B. VacaTICICs. Any vacancy occurring on the Board of Directors by reason of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors, even if less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The term of office of a Director elected to fill a vacancy shall commence upon election. C. Removal of Elected Directors. When the notice indicates that the purpose of a meeting is to consider the removal of Directors, at a meeting of the Board of Directors of the Corporation, any Director may be removed from off-ice without assignment of cause by the vote of at least two-thirds of the entire Board of Directors. D. Absences. If a Director misses three (3) consecutive meetings without excuse, such absences shall be deemed to constitute such individual's tender of his or her resignation from the Board of Directors; provided, however, the Executive Committee shall have the authority to accept or reject such resignation. E. Increase in Directors. The Board of Directors may vote to increase the number of members on the Board of Directors as provided in Article V, Section I of these Bylaws. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by vote of the Board of Directors. Any such director elected shall hold office from the date of election until the next annual directors meeting and until his successor has been duly elected and qualified. ARTICLE VI. MEETINGS OF THE BOARD Section 1. Place of 1Vleeti7-igs. The annual, regular, or special meetings of the Board of Directors or any committee designated by the Board shall be held at the principal office of the Corporation or at any other place within the State of Washington that the Board of Directors or any such committee, as the case may be, may designate from time to time. Section 2. Annual Meetin°5_ The annual meeting of the Board of Directors shall be held on the second Wednesday in September of each year unless the Directors by resolution designate a different time. Section 3. Regular Meetings. In addition to the annual meeting, regular meetings of the Board of Directors or any committee designated by the Board shall be held at least seven (7) times annually and at such more frequent intervals as the Board of Directors or any such committee, as the case may be, may designate. Section 4. Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called at any time by the Chair of the Board of Directors, and shall be called by the Chair upon receipt of the written request of two (2) of the Directors. In addition, the chairperson of any committee designated by the Board or the Chair may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of two of the members of such committees. Written request can be in the form of emails and text messages. Section 5. Notice of Meetings. Notice of meetings may be given either personally, personally by telephone, by sending a copy of the notice through the United States mail or by facsimile or other electronically transmitted messaging, to the address of each Director appearing on the books of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed,with postage prepaid thereon. If notice is given by mail, the individual calling the meeting shall also attempt to contact the Board members by phone or email to inform them of the meeting. The business to be transacted at or the purpose of, any annual, regular, or special meeting of the Board of Directors or any committee shall be specified in the notice of such meeting. A. Notice of each annual meeting of the Board of Directors, setting forth the time and place of the meeting, shall be given to each director not less than ten (10) days prior to the time fixed for the meeting. B. Notice of the regular meetings of the Board of Directors or any committee designated by the Board need not be given. C. Notice of each special meeting of the Board of Directors or any such committee, setting forth the time and the place of the meeting, shall be given to each Director not less than twenty-four (24) hours prior to the time fixed for the meeting. Section 6. Waiver of Notice. A Director may, in writing, waive notice of any meeting of the Board of Directors or any committee, either before, at, or after the meeting; and such waiver shall be deemed the equivalent of giving notice. Attendance of a Director at a meeting of the Board or any committee shall constitute waiver of notice of that meeting unless he or she attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened. Section T. Quorum and Voting. A. A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn; provided, however, that in the event of a vacancy on the Board of Directors or any such committee by reason of resignation, removal, death or otherwise, pending the appointment of a replacement director, a majority of directors then serving on the Board of Directors or any such committee shall constitute a quorum. B. Each Director shall have one (1) vote on each matter submitted to a vote of the Board or such committee. C. Voting by proxy shall be permitted for issues deemed appropriate by the Board. The absent voting member shall cast a written vote and deliver it to the chairperson in advance of the meeting. If the absent member can ultimately attend, or if the issues at the meeting differ from that voted upon by the written proxy, the proxy becomes ineffective. Board members may also grant authority to individuals whom they feel will represent their interests. Such proxies are revocable until they are voted unless there is a specific contractual agreement to the contrary. Section 8. Majority Action as Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the Board. Section 9. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chair or a Co.Chair of the Board, or if no such person has been so designated or, in his or her absence, by the Vice Chair ofthe Board or, in the absence of each of these persons, a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Section 10. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of such committee, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors or the members of such committee and may be stated as such in any articles or documents filed with the Secretary of the state of Washington. Section 11. Meetings. Members of the Board of Directors or any committee designated by the Board may participate in any annual, regular or special meeting of the Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. AR'T'ICLE VII. OFFICERS Section 1. General. The officers of the Corporation shall consist of a Chair, or such Co- Chairs as may be approved by a majority vote of the entire Board, Vice-Chair, Secretary and a Treasurer or a Secretary/Treasurer. In addition, more than one Vice-Chair and such other officers, assistant officers, agents and employees that the Board of Directors may from time to time deem necessary may be elected or appointed by the Board of Directors in any manner prescribed by the Board consistent with these Bylaws. Two or more offices may be held by the same person except that one person shall not at the same time hold the offices of Chair and Secretary. Section 2. Election and Term Office. The officers of the Corporation shall be elected for a term of one (1) year by the Board of Directors at the annual meeting of the Board of Directors. Officers shall hold office until their successors are chosen and have qualified unless they are sooner removed from office as provided in these Bylaws. Officers may serve for any number of successive terms. Section 3. Resignatio i and Removal, Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or agent of the Corporation may be removed from office without assignment of cause by the vote of at least two-thirds of the entire Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or ail agent shall not of itself create contract rights. Section 4. Vacancies. When a vacancy occurs in one of the offices of the Corporation by reason of death, resignation or otherwise, it shall be filled by the vote of a majority of the entire Board. The officer so selected shall hold office for the remaining term of office. ARTICLE VIII. DUTIES OF OFFICERS Section 1, Chair. The Chair (or Co-Chair together) shall be the chief officer(s) of the Corporation and shall have general supervision of the business activities of the Corporation. At each annual meeting of the Board of Directors, the Chair (or one of the Co-Chair) shall give a report of the business and activities of the Corporation for the preceding fiscal year. He or she shall preside at all meetings of the Board of Directors. The Chair (or Co-Chair) shall perform all the duties commonly incident to such office and such other duties as the Board shall designate. Section 2. Vice-Chair(s). Each Vice-Chair shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Ch or Co-Chairs may from time to time delegate to him or her. At the request of the Chair (or Co-Chairs), and in the case of his or her absence or inability to act, any Vice-Chair may temporarily act in his or her place. In the case of the death of the Chair (or any of the Co-Chairs), or in the case of his or her absence or inability to act without having designated a Co-Chair, a Vice-Chair or Vice-Chairs to act temporarily in his or her place, the Board of Directors, by the vote of a majority of the entire Board, may designate a Vice-Chair or Vice-Chairs, to perform the duties of the Chair or any of the Co-Chairs. If no such designation shall be made, all the Vice-Chairs may exercise such powers and perform such duties. Section 3. Secretary. The Secretary shall keep or cause to be kept in books provided for that purpose the minutes of the meetings of the Board of Directors and any committees; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of the records and of the seal of the Corporation if the Corporation should have a seal; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or by the Chair or the Co-Chairs. In the absence of the Secretary or in the case of his or her inability to act, the Assistant Secretaries, if any shall act with the same powers and shall be subject to the same restrictions as are applicable to the Secretary. Section 4. Treasurer. The Treasurer shall have custody of corporate funds and securities. He or she shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation, and shall render an account of his or her transactions as Treasurer and of the financial condition of the Corporation to the Chair, the Co-Chairs, Executive Director and/or the Board of Directors upon request. Such power given to the Treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the Corporation from also depositing and disbursing funds when authorized to do so by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors for the faithful performance of the duties of his office. The premiums on such bond may be paid by the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chair or Co-Chairs. In the absence of the Treasurer or in the case of his or her inability to act, the Assistant Treasurers, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the Treasurer. Section 5. Delegation of Duties. Whenever an officer is absent, or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any Director or Directors. ARTICLE IX. NOMINATIONS AND ELECTIONS Section 1. Slating Officers. Sixty (60) days prior to the Annual meeting, the Executive Committee shall meet, or communicate by mail or telephone, for the purpose of preparing a slate of candidates for the director positions. Section 2. Consent. Consent of any candidate must be secured before the name may be placed in nomination. Section 3. Write-In Votes. There shall be a place on the ballot for write-in votes for those not included on the slate. Section 4. Timing. Elections will take place at the annual meeting, and each Director shall be entitled to one (1) vote. ARTICLE X. EXECUTIVE DIRECTOR Section 1. The Board of Directors may employ an Executive Director who shall: A. Implement the policies and procedures of the Corporation as prescribed by the Board of Directors in a written job description. B. Be responsible for the operation of the Corporate office. C. Employ, supervise and terminate such other staff as is deemed necessary by the Board of Directors to carry on the business of the Corporation. D. Assign a staff person to committees as requested by the Chair or Co-Chairs. E. Provide Board of Directors with reports regarding current status of program and financial situations as requested, but not less frequently than quarterly.. ARTICLE XI. COMMITTEES Section 1. General. The Board of Directors, by a majority vote of the entire Board, may designate and appoint one (1) or more committees of the Board of Directors, each of which shall consist of one (1) or more directors. Such committees, to the extent provided in the motion approved by the Board, the Articles of Incorporation, or these Bylaws, shall have all the authority of the Board of Directors, except that no such committee or any officer of the Corporation may amend the Articles of Incorporation; restate the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation, authorize sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; or amend, alter, or repeal any resolution of the Board of Directors. All decisions and actions of a committee shall be subject to review by the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon him or her by law. If any such delegation of authority of the Board of Directors is made as provided herein, all references to the Board of Directors contained in these Bylaws, the Articles of Incorporation, the Secretary of the State of Washington, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such committee. Section 2. Standing Committees. The standing committees of the Board shall be appointed by the Chair within a reasonable time after the annual meeting of the Board and shall consist of the following: A. Executive Committees. The Executive Committee shall consist of the Chair, Co-Chairs, the immediate past Chair or Co-Chairs of the Board of Directors, Vice-Chair, Treasurer, and Secretary. By majority vote of the entire Board, the Board may appoint additional Directors to the Executive Committee. The Executive Committee shall be chaired by the Chair or a Co- Chair. The Executive Committee shall meet to consider matters of a nature which cannot wait for action until the next meeting of the Board, and shall have power to act in regard to such matters. The Executive Committee may meet at any time to discuss the prospective agenda for the Annual meeting or regular or special meetings of the Board or to discuss and subsequently make recommendations on any matter to the entire Board. Notice of formal action taken by the Executive Committee shall be provided to all Board members at the next meeting of the Board. B. Other Committees. The Corporation shall have such other committees as may from time to time be designated by a majority vote of the entire Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board. ARTICLE XII. INDEMNIFICATION The Corporation shall indemnify any director, officer, or former director or officer of the Corporation against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar device for the purpose of such indemnification. ARTICLE XIII. FISCAL MANAGEMENT Section 1. Fiscal Year. The fiscal year of the Corporation shall be such year as shall be adopted by the Board of Directors. Section 2. Books and Accounts. The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board. All such books and records shall be kept at the principal office of the Corporation unless the Board of Directors, by resolution, determines otherwise, subject to any requirements of law. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time. Secz.ioi7 3. ALiditin ar-id Reports. An annual report of the affairs of the Corporation for the previous fiscal year shall be submitted to the Board of Directors at each annual meeting and filed with the secretary of the Corporation. The books and records of the Corporation shall be reviewed by an independent certified public accountant at the expense of the Corporation at such times as may be designated by the vote of a majority of the Board of Directors. The Board of Directors may also designate a committee of its members to audit the books and records of the Corporation at such times as it shall determine by a majority vote of its members. Section 4. Checks and Endorsement. All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by such officer(s) or agent(s) as shall from time to time be determined by resolution of the Board of Directors. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount or collection, be endorsed by such officer(s) or agent(s) of the Corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors. The Board of Directors may provide for the use of facsimile signatures under specified conditions for any of the foregoing purposes. Section 5. Execution of Instruments. The Executive Director shall have power to execute on behalf and in the name of the Corporation any deed, contract, bond, debenture, note or other obligations or evidences of indebtedness, or proxy, or other instrument requiring the signature of an officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable pecuniary for any purpose or amount. Section 6. Fidelitti Bonds. The Board of Directors may require that officers and employees of the Corporation having custody or control of corporate funds furnish adequate fidelity bonds. The premium on such bonds may be paid by the Corporation. Section 7. Prohibition Against Loans. The Corporation shall not make loans to any officer or director of the Corporation. Section 8. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or of any special Purpose of the Corporation. ARTICLE XIV. IRC 501(c)(3) TAX EXEMPTION PROVISIONS Section 1. Limitations on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 501 (c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2. Prohi bi do ii Against. Private I ii u remen t. No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to its members, directors or 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 of this corporation. ARTICLE XV. DISSOLUTION Section 1. Procedure. The Corporation shall be dissolved according to the procedures outlined by the Secretary of State of Washington. Section 2. Distribution of Assets. After the liabilities of the Corporation have been discharged or provided for, the Corporation's remaining assets shall be disposed of to facilitate one or more of the exempt purposes of the Corporation. Assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of King County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated for such purposes. ARTICLE XVI. AMENDMENT OF BYLAWS Section L. Amendment. Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by the vote of at least two-thirds of the entire Board of Directors. ARTICLE XVII. CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this Corporation filed with the Secretary of this State and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. ARTICLE XVIII. MISCELLANEOUS PROVISIONS The headings throughout these Bylaws are for convenience and reference only and shall in no way be deemed to define, limit or add to the meaning of any provision hereof. FEDERAL WAY YOUTH ACTION TEAM 1911 SW.Campus Dr.#653 Federal Way,WA 98023 FYWAT BOARD MINUTES King County Library 416/2018 Order of Business: Meeting Called at 5:45 PM Members Present: • Winston Bell • Cynthia Macatan • Amanda Santo • Maju Quershi • Charissa Eggleston • Rico Rowe • Bobby Jennings • Jesse Johnson Board Business • FWYAT has become an official 501 c3 • Vote on Titles of Board members • Bobby Jennings Voted unanimous by board as Chair • Winston Bell Voted unanimous by board as Vice Chair • Jesse Johnson Voted unanimous by board as secretary • Board will search for CPA or bookkeeper as board treasurer. • Board approved GOL,POP,and AIP as partner programs who will continue to serve with the FWYAT in next contract • FWYAT would move to look at roles and responsibilities of Director and Program Coord • Proposals for website and contractors will be submitted by end of month Adjournment: Meeting adjourned at 6:55 PM next meeting date schedule for 5/2/2018 FEDEMWAY18VONZ '­ � k, L., C S `1= SAKE ICV C0MMUNITYI CITY OF CITY HALL 8th Avenue South Feder e d a Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway.com City of Federal Way Human Services Contract for 2019-2020 General Fund Authorized Signatures for Invoices authorize the following individuals to sign invoices and quarterly reports on behalf of: 7k-pej Ce- �ems£_ W �2z " ft:rn iu-;-k �-� �. (Contracting Agency), for the following: CA,f,C ALJ- By'(Actkk�, fr (Program Title). U Authorizing Signature: n 6 �,�, (must be signed by (Printed Na ) L (Title) person who signs the contract, generally, - Executive Director) (Signature)�(Date) Additional Authorized a Signature: (Printed Name) (Title) �-- (Signature) (Date) Additional Authorized Signature: (Printed Name) (Title) (Signature) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list.