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AG 20-001 - Catholic Community Services RETURN TO: Sarah Bridgeford EXT: - CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON: Sarah Bridgeford EXT: 2650 3. DATE REQ.BY:11/5/2019 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ,PROFESSIONALSERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT D GOODS AND SERVICE AGREEMENT O HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#) ❑ INTERLOCAL ❑ OTHER_ 5. PROJECT NAME: Severe Weather Shelter 6. NAME OF CONTRACTOR: Catholic Community Services of Western Washington ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 11/1!2019 COMPLETION DATE: 3/31/2(p.,qg 9. TOTAL COMPENSATION 18,000: (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY ,...ARGE- R Y LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES IONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT """"""" """""" ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT CONTRACT REVIEW V A9 6I'.IV I F W D INITIAL/DATE APPROVED El PROJECT MANAGER ❑ DIRECTOR .. ... m �..m. — .... ..........,. ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ®gyp 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1 C( )5E V � Sk ?' 9E SEN'T DATT, REC7D 1 GI SICIII . l H� �CI4INS0. h` C tIFI �A ELICENSES, EXHIBITS ATE 7c upOll t ) / ' ONCAI"E(Includedel.SUPPN S1dtl6 rWccss ry and #rectosenotification mare thari a munlhidtadvmie t1"eo unedl approval is needed.) INITIAL/DATE SIGNED ❑ LAW DEPARTMENT er 291� LSANATORY(MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# Ali � ,'O\� _..— ------ ❑ SIGNED COPY RETURNED DATE SENT: I COMMENTS: 2/2017 CITY F CITY HALL 33325 8th Avenue South '44: Fe�dera,l, Way Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway corn PROFESSIONAL SERVICES AGREEMENT FOR SEVERE WEATHER SHELTER This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Catholic Community Services of Western Washington, a Washington public benefit corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: ........ CATHOLIC COMMUNITY SERVICES OF CITY OF ........ DERAL WAY: FE WESTERN WASHINGTON: Whonakee King Sarah Bridgeford 100 23rd Ave S 33325 8th Avenue South Seattle, WA 98144 Federal Way,WA 98003-6325 [Insert Telephone Number] (telephone) (253) 835-2650 (telephone) [Insert Fax Number] (facsimile) (253) 835-2609 (facsimile) whonakeekAccsww.org Sarah bridgeford(a cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall be for a period commencing on November 1, 2019 and terminating on March 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, 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, 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 Contractor 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 Contractor 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 Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor 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 Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT 1 - Rev. 3/2017 SIT F CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com 4.2 Method of Paynient. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 d of n-, prc��rl��lio� )J'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 Contractor Indemnification. The Contractor 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 acts, errors or omissions of the Contractor in 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 Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor 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 Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor'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 Contractor 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. Contractor'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 acknowledge that they have mutually negotiated this waiver. 5.3 Cty..Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, alle p: p y' fees, g al liabilities, losses,_,Ines, fees, penalties expenses,enses, attc��-n�a. _s __costs, and/or litigation expenses__to ory any an 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 Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, 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: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF CITY HALL 33325 8th Avenue South Fed�eral Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn 6.1. Minimum Limits. The Contractor 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, stopgap 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. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement,whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Li�air lam. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verslrcatiorl. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor 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, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is 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 Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records 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 that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor 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 Ibis Agreeinent, all originals and copies of any such work product reniai.ning in 1:he possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, 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 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. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor 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 Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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 Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLIC'T' ot, INTERES] It is recognized that Contractor may or will be performing professional services during the Tenn for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor 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 Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY ENIPLOYER. 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 Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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, 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. Contractor 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 Parts 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 (his Agreement are inserted for convenience of' reference only and shall not be decriled 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 AssiLy,ranent and Beneficiaries,.Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in fall force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CIT(HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www Wyoffederalway com 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 C'�lnr Iiance with Laws. The Contractor 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 Contractor'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; 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 Contractor 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 "&Ite-rel"nru:tUal execution"hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 C1TV0F CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 88003-6325 (253) 835-7000 www cityoffe ddialwwaycorn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: 00 Jin re ayor _....m.� S ep aide Courtney, �C, City Clerk DAT E: APPROVED AS TO FORM: J. Ryan Call, City Attorney CATHOLIC COMMUNITY SERVICES OF WESTERN WASHINGTON: B .... .... ......... Printed Name: � ._. . °° .. . Title:: Ll Z, DATE: STATE OF WASHINGTON ) ss. COUNTY OF On this day personally appeared before me 'd � m,t� ....... to me known to be the � �, knowled ed the said instrument to be the free a�c�voluntary that executed the foregoing Of instrument, acknowledged ument and a g ary act and deed of said corporation, for the uses acid purposes therein melitioncd, aril on oath stated that lie/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVE` �r I l ffc�ial seal this p. 0 '\'rV\\N lit ` �` � y� day of VstV-a 20 . ��w�w�kaawwM�m" y ,�� ' -' oTA " Notary's signature .. �.� a � "°rrr � .� - � Notary's panted name - y Sty . r��ra _ Notary Publlexpires the a e of Washington. � ,� , in and for _= M commissionp 712 gy pop YEA S\-\N .". PROFI"SSI'ON: L1 full''FS AGREEMENT - 6 - Rev.3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: o Provide two(2)trained staff to conduct safety screening of clients seeking shelter and to monitor and supervise shelter clients throughout their over-night stay in the shelter. o Contractor will staff the severe weather shelter according the following general schedule. Should a location have different hours, Contractor will provide staffing according to that schedule,but not to exceed 11.50 hours per night. ■ 8:30 pm—arrive at the shelter to start intakes ® 9:00 pm to 6:30 am—the shelter will remain open to receive clients 6:30 am—begin shutdown procedures to close the shelter 7:00 am—close and lock the facility* *The shelter may be opened earlier or remain open later if both the City and church(es) agree. During these times, staffing will be managed by the host church volunteers only(no Contractor paid staff). o Contractor will be responsible for intake and data collection for each person seeking shelter. o It is ultimately the responsibility of Contractor staff to manage residents seeking shelter. Contractor is providing trained staff who are knowledgeable of how to engage with people in crisis. This is not the responsibility of the volunteers. Contractor holds insurance as part of its contract with the City of Kent. o City of Federal Way Police is on alert when the shelter is open and Contractor staff should call 9-1-1 when an emergency occurs. o Contractor will call the City of Federal Way before 7:00 AM to report the number of people who stayed at the shelter,report problems or shortages, and notify that the shelter is closed for the day or if volunteers are keeping it open. o Contractor staff will ensure the shelter location is cleaned. o Contractor will complete a walk-through checklist at the start of shelter and before closing. o On weekdays, Contractor may provide one (1)to two(2) staff to keep the severe weather shelter open until the normal Day Center hours adding up to an additional three(3)hours of operation. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev.3/2017 I'TY OF CITY HALL 33325 8th Avenue South A'! Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederal way.com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Eighteen Thousand and 00/100 Dollars ($18,000.00). 2. Method of Compensation: Hourly rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: $30.00 per hour per staff person. At minimum, two (2) staff will be provided at the Day Center and one (1) to two (2) at the overflow location. One (1) to two (2) staff to keep the severe weather shelter open until the Day Center opening may be included based on the use of the Day Center and availability of staff. Reimbursement Blankets and supplies will be reimbursed for exact cost. At minimum, washable,reusable blankets will be provided. Up to $1,500.00 may be reimbursed for supplies. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev.3/2017 12/30/2019 Corporations and Charities System BUSINESS INFORMATION Business Name: CATHOLIC COMMUNITY SERVICES OF WESTERN WASHINGTON UBI Number: 601 098 379 Business Type: WA PUBLIC BENEFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 100 23RD AVE S, SEATTLE,WA, 98144, UNITED STATES Principal Office Mailing Address: 100 23RD AVE S, SEATTLE,WA, 98144, UNITED STATES Expiration Date: 07/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 07/25/1988 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CHARITABLE, TO MINISTER TO THE NEEDS OF INDIVIDUALS AND FAMILIES IN WESTERN WASHINGTON WHO ARE POOR, TROUBLED OR IN NEED OF SOCIAL SERVICES. REGISTERED AGENT INFORMATION Registered Agent Name: PETER BERNAUER Street Address: 100 23RD AVE S, SEATTLE, WA, 98144-2302, UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL MICHAEL REICHERT GOVERNOR INDIVIDUAL VERY REV. BRADLEY R HAGELIN GOVERNOR INDIVIDUAL DENNIS O'LEARY GOVERNOR INDIVIDUAL JOE SCHICK GOVERNOR INDIVIDUAL SHARON HENDERSON CALLAHAN GOVERNOR INDIVIDUAL NED DELMORE https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/2 12/30/2019 Corporations and Charities System Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL EDGARDO G JOSE GOVERNOR INDIVIDUAL DONNA LAFRANCE GOVERNOR INDIVIDUAL DIANE MCWITHEY GOVERNOR INDIVIDUAL JOSE ORTIZ GOVERNOR INDIVIDUAL SR CHARLOTTE VAN DYKE, SP GOVERNOR INDIVIDUAL SR. SHARON PARK, OP https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 1 1/2 512 01 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME _, Stephen Erni Arthur J. Gallagher Risk Management Services, Inc. PNONG FAQ 777 108th Ave NE,#200 &C',Nq�� 425 454-3386 I_�r c,Nal,42 451 ;t71 ',61 A1I_ .. ..... Bellevue WA 98004 APREss° Sle Pu Ernd�LaJ9_c rn..... .... ...._ ..._.... INSURER(S,),AFFORDINGCOVERAGENAICN y 5792 --.— INSURER A: 1 _ INSURED CORPOFT-01 ,INSURER B:Old Republic Union Insuranc Company 31143__ Corporation of the Catholic Archbishop of Seattle Catholic Community Services of Western Washington National Insurance Company,Inc INSURER c State, _ 0 12831 100 23rd Ave. S INSURER D .............. Seattle WA 98144 INSURER E.' ''.....INSURER F: COVERAGES CERTIFICATE NUMBER:1318641060 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,� _. _ YT.R TYPE OF INSURANCE -1ADDL�u�iTF POLICY NUMBER MM DDYIYEYYY POLICY EX'P n-- R, - � I �®.�.... -,.... MMtDD LIMITS A X COMMERCIAL GENERAL LIABILITY Y BP1023019 7/1/2019 7/1/2020 ry EACH OCCURRENCE $1,000,000 -DAMAGE 110 EtEF T LU CLAIMS-MADE X. OCCUR �P,E�ERp19E fat RrlwTanr,�J ...S1,000,000 MED EXP(Any one person) 5 Nil ---.....- --_ ..... .... ...... ......... ........._... PERSONAL&ADV INJURY 51,000,000 GENERALA G E. _ GEN'L AGGREGATE LIMIT APPLIES PER: AGGREGATE 51,0.. 000 1X POLICY PRD. - LOC PRODUCTS COMP/OP AGG $.1,,,000 000 _ L 1 kECT 1 I OTHER $ A AUTOMOBILE LIABILITY i, BP1023019 7/1/2019 7/1/2020 COMBINED M14GLE LIMIT 51,000000 ..t,E wccdeOY] . __.......... --- .. X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S .......... AUTOS ONLY AUTOS 1----.,.,. X AUTOS ONLY X AUTOS ONLY lPerac I��e t)DAMAGE,HIRED -X NON-OWNED F'ar'rrrtfa nl1 .._..... "................... -.. B . UMBRELLA LIAB X OCCUR 821900 0785428 7/1/2019 7/1/2020 EACH OCCURRENCE $5,000,000 -J, X EXCESS LIAB CLAIMS-MADE AGGREGATE S 5 000,000 DED RFTFNTION S - s C WORKERS COMPENSATION NDE-0937646-19 7/1/2019 7/1/2020 XPER �:71fY9 AND EMPLOYERS'LIABILITY _ STATIJ,TE „,,.LVt... _..._.. ANYPROPRIETOR/PARTNER/EXECUTIVE —] N/A EL EACH ACCIDENT $_1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E L DISEASE EAE _MPLOYEE. $1,000,000 If yes derc.Tibe under DESCRIPTIO"N OF OPERATIONS below E ..DISEASE-POLICY LIMIT $1,000,000 A Errors8Omissions BP1023019 7/1/2019 7/1/2020 Each Claim/Aggregate 2,000,000 B 821900 07854287/1/2019 7/1/2020 7 ......... .. .......... DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Units;shown are inclusive of defense-and insured retention.Coverage for Additional Insureds Is restricted to the amount of insurance required by contract or permit.Retention Under policy#BP1023019(A XV,Non-Admitted)is$250,000 for Liability.The applicable location maintenance deductible that applies to this Certificate is$0 for Liabil`Ity, Coverage extends for claims arising out of the Professional Services Agreement for Severe Weather Shelter between the City of Federal Way and Catholic Community Services of Western Washington. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.. NAMED ASSURED: Corporation of Catholic Archbishop of Seattle Policy Number: BP1023019 Effective Date: July 01,2019 Authority Ref No: B0356JA281 N19 Endorsement No. 14 CERTIFICATES OF INSURANCE ENDORSEMENT CERTIFICATES OF INSURANCE: It is hereby understood and agreed that holders of Certificates of Insurance issued against this Policy that are shown as Additional ASSUREDS are added to this Policy pursuant to the terms of this Policy as described in GENERAL POLICY DEFINITION 1. Where Certificates of Insurance are requested for Additional ASSUREDS who do not fall within GENERAL POLICY DEFINITION 1, prior agreement of Underwriters and subsequent endorsement of this Policy is required GENERAL POLICY DEFINITION 1.ASSURED is stated as follows- 1. ASSURED means not only the NAMED ASSURED as stated on the Declaration Page, but also includes any past, present or future: agencies, subsidiaries, affiliates, institutions and societies owned by or operated by the NAMED ASSURED, officials, members of boards or commissions, trustees, directors, officers, partners, volunteers, student teachers, or employees of the NAMED ASSURED while acting within the scope of their duties as such, and any person, organization, trustee or estate to whom the NAMED ASSURED is obligated by virtue of a written contract or agreement to provide insurance such as is offered by this policy, but only in respect of operations by or on behalf of the NAMED ASSURED. GENERAL POLICY CONDITION 20.WAIVER OF SUBROGATION is stated as follows— 20. WAIVER OF SUBROGATION: This policy shall not be invalidated if the ASSURED, by written agreement, has waived or shall waive its right of recovery from any party for loss or damage covered hereunder; provided that any such waiver is made prior to the occurrence of said loss or damage. MORTGAGORS LOSS PAYEES & LENDER LOSS PAYEES: It is understood and agreed that GENERAL POLICY CONDITION 12. of this policy is deleted and replaced with the following: 12. MORTGAGORS, CREDITORS & LOSS PAYEES: Where required by written contract, the interest of any mortgagor, creditor or loss payee on property covered by this policy is included as if a separate endorsement were attached hereto to the extent of the amount Except as amended in this Endorsement,this insurance is subject to all coverage terms, clauses and conditions in the policy to which this Endorsement is attached. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NAMED ASSURED: Corporation of Catholic Archbishop of Seattle Policy Number: BP1023019 Effective Date: July 01,2019 Authority Ref No: B0356JA281 N 19 of mortgage, loan or interest in property held by the ASSURED as of the date of loss subject to the limits of liability set forth in this policy. PRIMARY NON-CONTRIBUTORY: It is also agreed that, only where required by written contract between the NAMED ASSURED and the Certificate holder, this insurance shall be considered primary to any insurance held by the Certificate holder and theirs shall be excess. MUNICIPALITY PERMITS: Further, where required by written contract or evidenced in the insurance requirements of a permit issued by a municipality at the request of the NAMED ASSURED, that municipality shall be added to this policy as an Additional ASSURED but only as respects liabilities arising out of the subject matter of the written contract or issued permit and then only for liabilities arising from actions by or on behalf of the NAMED ASSURED. Except as amended in this Endorsement, this insurance is subject to all coverage terms, clauses and conditions in the policy to which this Endorsement is attached. Most Rev.J.Peter Sartain,DDt o Do ArchbishoF of Seottle .. Very Rev,Bradley R.Hagelin Vicorfor C`aatholicChorities CATHOLIC COMMUNITY SERVICES OioiroftheBoordtifTorastees OF WESTERN WASHINGTON Michael L.Reichert President August 1, 2018 100-23't,Avenue Soudi Seattle,'AIA 981412302 800-499-5979 Bill Hallerman Fax:206-328.5699 10023 rd Ave S WWW.ccSWV'4oYg Seattle, WA 98144 RE: CCSWW Management Protocol Notice of Delegation for Vice President Dear Bill, In accordance with the policies and procedures outlined in the CCSWW Management Protocol, I am writing this letter to outline the authority and responsibilities granted to you in the Management Protocol to complete the following business transactions on behalf of CCSWW: 1. The contracts listed below must be reviewed through the CCSWW contract review process before being signed.You will ensure that all issues raised by the CFO and/or the Gallagher Insurance Reviewer are addressed prior to the contract being signed.This applies to the following: a. New contracts with new funders for CCS(new contracts with current CCS funders do not need to be reviewed by CCSWW); b. Contracts for new services not currently done elsewhere in the organization—this applies even if the funder is not new; c. All contracts or MOU's with a healthcare entity or insurance provider (even if they are renewals or we already have a contract with the entity elsewhere in the organization); d. New contracts with new CCS vendors in excess of$3,000.00; e. All leases,including new leases and renewals; f. All construction contracts in excess of$3,000.00; g. Agreements for LLC's; h. Agreements that require Corporate Resolution; i. Agreements that require a Certificate of Action of the President; Strengthening children and families, j. Any amendments to the above. sheltering the mos[vulnerable, preventing homelessness, providing permanent supportive housing and ensuring dignity 2• Review and approve the following contracts: and securityfor Our seniors. a. All renewal contracts; Piease'crnembercCs in yourwill, Na73 CATHOLIC COMMUNITY SERVICES t.l btl`I b"tub 4t YYI11&6IS'+v b. Any new contract with a current funder(e.g., State of Washington, Pierce County,etc.),except if they are for a service not currently done elsewhere in the organization; c. New contracts with new CCS vendors which are less than$3,000.00; d. All construction contracts which are less than$3,000.00; e. All event related contracts with vendors(this includes new vendors and/or new events); f. Any amendments to the above. 3. Sign contracts,agreements or work orders which have been approved through the appropriate approval process. 4. Oversee and ensure that any contract for the procurement of contractors and construction related professional services assigned to the Community Development Center(CDC)on behalf of CCS complies with the CCS Procurement Policy. 5. This section applies to new leases only. Request approval from the President(through the CFO)to lease real estate either from or to another entity.When requesting approval,you will communicate the terms of the agreement to the CFO. In addition, when you are requesting that CCSWW lease property to another individual/entity,you will also provide any information you have on the lessee about their compatibility and conformity with Catholic Social Teaching. 6. Communicate the termination of any lease agreement to the CFO. 7. Submit any request for the purchase and sale of CCSWW real estate to the CFO and President for approval. 8. Approve requests for credit with vendors in amounts less than$5,000.00. Requests for credit with vendors in amounts greater than$5,000.00 must be submitted to the CFO. 9. Recommend the issuance of corporate credit cards for individual staff to the CFO. Recommend the credit card limit for each employee to the CFO. 10. Submit all requests for the Corporation to join or create an affiliated entity or partnership orjoint venture to the CFO and Executive Vice President. SAA M,rw CATHOLIC COMMUNITY SERVICES 0I Will RN WAIIII^ 1111 11. Submit names of primary and secondary check signers to the CFO or Executive Vice President for approval. 12. Ensure that any purchase over$50,000.00 is approved by you and the Director of Finance. If the Director of Finance is unavailable, ensure the CFO or the Director of Accounting Operations approves the purchase. 13. Develop annual financial plan/budget and present to the CFO and Executive Vice President for discussion and approval. 14. Present any actual or projected departures from the approved financial plan/budget in excess of 1%to the CFO and Executive Vice President. 15. Financial Plan/Budget Modifications: • Ensure adequate funding when filling new positions not included in financial plans/budgets and/or vacancies for which there is no longer adequate funding by confirming need for position and working with the CFO or designee to identify funds. If funds are not identified, present issue to CFO and Executive Vice President for co-approval • Approve all staff reorganizations or upgrades prior to their initiation by confirming the need for the change(s)and by working with the Regional Director of Finance to ensure adequate funds are available. 16. Review all proposed staff terminations. If recommending termination, consult with the Vice President of Human Resources. If there is mutual agreement to terminate staff,the Vice President of Human Resources will consult with the Executive Vice President for the final decision. 17. Review annual agency financial audits and in conjunction with the CFO, develop mediation plans on all compliance findings. 18. Report any demand,claim, (excluding Worker's Compensation and Unemployment Compensation)legal pleading or letter threatening same, or upon being informed of injuries and/or accidents or danger from or to any person to the CCS Executive Vice President.Consult with the Executive Vice President prior to taking any action. 19. Ensure that any and all outside legal counsel representing the agency in any way,has been authorized to do so by the Executive Vice President. In preparation for the review by the Executive Vice President, obtain all the Mal Tyr„ CAI HOLIC COMMUNITY SFRVICIES cai 4@'e.5!n.a aip.iiixr;r f4K documents related to counsel as outlined in the Management Protocol. 20. Ensure that all private consultants are approved by the CFO and Vice President of Human Resources prior to their retention by CCS. 21. Consult with CCS Retained Counsel prior to the release of any client or corporate records to any person or entity in connection with any court order,subpoena or demand letter. No corporate or client records should be released in response to a court order, subpoena or demand letter without authorization from CCS Retained Counsel, 22. Consult with the Vice President of Human Resources prior to any release of personnel files and associated records. 23. Approve the purchase of computer equipment according to the price points established by the organization. On an as needed basis,approve the purchase of specific equipment falling outside the parameters of the price points. 24. Recommend to the CFO the establishment of emergency checking accounts and the amount of the account for specific sites for the purpose of providing funds for clients in crisis situations. This authorization is valid until July 31,2019 unless you are otherwise 4notlfiSignature (Date) I have read and understand this delegation of authority to me as outlined in the CCSWW Management Protocol. (Vice President's Signature) (Date) ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www.cityoffederalway.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: XAA)pg�" jLAAkAjJJpt,(Contracting Agency), fo r the following: (Program Title). Authorizing iI (11 D Signature: (must be signed by (Printed Name) (Title) person who signs the contract, i1 f generally, 7f C? n Executive Director) (Signature) (Date) Additional Authorized Signature: i Ste. �rc�. � �w je,14Zv g � (I rinted 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. ` rCt'rY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www ciryoffederalway 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: (Contracting Agency), for the following: (Program Title). Authorizing Signature: r �CA a t �Vc-vl' UI 0 if 10 �O /t-- (must be signed by (Printed Name) (Title) person who signs the contract, generally, Executive Director) 7l 3 (Signature) (Date) Additional Authorized ", r� Signature: �1�4 0 ,t ro r(Ano (r-c L-4-� r- (Printed Name) (Ti e) (Signature) (Date) Additional Authorized A - Signature. 60o _ 01MG6. (Printed Name) (Title) C�-�i q-10 49 (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.