From: Forgette, Kathleen To: Nelson, John (ATG) Rupert, Jeffrey (ATG) Date: 12/5/2017 12:02:13 PM Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Attachments: Letter to Nelson 120517.pdf Letter to Shifley, Nelson and Rupert 9-8-16.pdf Exhibit B (Summary of Agreed Terms).pdf Exhibit C (Washington AG Presentation.pdf Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 Jim Grant (206) 757-8096 tel (206) 757-7056 fax jimgrant@dwt.com VIA EMAIL December 5, 2017 John Nelson Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Dear John: Based on recent discussions with your office, I am concerned that there may have been a communication breakdown regarding TVI’s positions in its efforts to resolve and conclude the State’s investigation of TVI. I write on behalf of TVI to reiterate what we have attempted to communicate previously and to clear up any misunderstandings. More specifically, we understand there may be a misimpression about TVI’s willingness to enter an agreement committing to continue the practices it proactively instituted over two years ago, such as registering as a commercial fundraiser; disclosing this in signage and other solicitation materials; paying charity partners a separate price for each category of donations received; designating a single charity partner for each Value Village donation location, and training employees about TVI’s role and required disclosures. In fact, TVI has been and is willing to enter into such an agreement, as we have attempted to convey in several communications with your office over the last two years. By way of background, on July 7, 2016, your office presented a list of twelve “non-monetary terms” concerning TVI’s practices, along with a demand for a settlement payment of $5.1 million. TVI responded in a meeting on September 8, 2016, agreeing to nine of the twelve non-monetary demands.1 We summarized our response to these demands in our presentation 1 TVI objected to two of the State’s non-monetary requests on the basis that they would have compelled speech in violation of the First Amendment, contrary to Riley v Nat’l Fed. of the Blind of N.C., 478 U.S. 781 (1988). TVI also objected to the State’s request that TVI agree “not [to] make false or misleading statements regarding its own employment practices” because there is no basis for such a term. Since the September 8 meeting, you have not pursued these requests and have acknowledged that Riley precludes the State from demanding that TVI make Mr. John Nelson December 5, 2017 Page 2 we made at that meeting, which made plain that TVI would commit to continue (among other things) to:  “pay charity partners for donations received … based on specific pricing for the particular category of … goods”;  “not commingle donations that consumers would expect to be credited to a particular charity with donations creditable to another charity”;  “ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated”;  “not represent that charities are paid based on purchases in stores”;  “register under and comply with … the Secretary of State Charities Program’;  “make all disclosures as required by RCW 19.09.100, including that [TVI] is a commercial fundraiser’;  “train store employees so that they can make all required disclosures”; and  “conspicuously display signage that [TVI] is a commercial fundraiser, registered with the Secretary of State.” For ease of reference, I have attached the presentation on these issues from the September 8, 2016 meeting. Also attached is my letter of the same date, reiterating TVI’s agreement to the non-monetary demands and stating that “TVI is willing to enter into an appropriate agreement with regard to [these] items … committing to continue its practices in these respects.” As an exhibit to that letter, I sent a “SUMMARY OF AGREED TERMS” between the parties, offering “to provide a draft agreement encompassing these terms.” To be frank, since September 2016, we have understood the non-monetary issues about TVI’s former business practices had been resolved. In the September 8, 2016 meeting, we objected to your $5.1 million demand, because, among other things, you had not shown that any Washington consumer or donor was ever misled or harmed. After that meeting, we heard nothing further from your office for almost eleven months, until we met again on August 2, 2017. At that meeting, you presented a revised demand that TVI pay $3.2 million, although you did not provide any explanation or basis for this amount, saying only that it was representations to customers or donors about the specific payments TVI makes to charity partners to purchase donated goods. Mr. John Nelson December 5, 2017 Page 3 “untethered” to any specific claimed violations the State might assert. You did not mention any non-monetary demands. We responded in a meeting on October 12, 2017, in which we pointed out the flaws and fallacies of the NERA survey and reiterated that the parties’ only differences seemed to be about money, since TVI had agreed to continue its current practices and commit to that in an appropriate settlement undertaking. Again, you did not suggest any other or different nonmonetary requests. When we asked you to explain the putative basis for your $3.2 million dollar demand, you said that you were not prepared to do that. Then, most recently, we received your November 22, 2017 letter, rejecting TVI’s offer and indicating that the “State remains open to reasonable settlement discussions,” but “such efforts would not appear to be fruitful.” In this letter, for the first time, you alluded to “current deceptive business practices” by TVI, but with no explanation of what conduct TVI is alleged to be engaging in that in any way violates the Charitable Solicitations Act or any other law. We asked for clarification about what this meant and received no answer. Instead, we were told that a lawsuit is imminent. To ensure we are completely clear, TVI has agreed and agrees today to continue the practices it proactively implemented and has followed since 2015, and will memorialize this commitment as part of a settlement. Until your November 22 letter, the AG’s office has never asserted that any current practice of TVI is inappropriate, deceptive or unlawful in any way. The only issue is and has been the demands of your office for a multi-million dollar payment from TVI. As I believe you know, TVI has asked to meet with senior members of the AG’s office to explain TVI’s responses to the claims made against it, TVI’s important relationships with and support from prominent Washington charities such as Northwest Center and Big Brothers Big Sisters of Puget Sound. The CEOs of these organizations are gravely concerned about the impact that a legal action would have on their ability to support their programming with funds attained through their partnership with TVI—a model that has worked successfully for decades. As they did when they provided letters to your office in 2016 to clarify fundamental misconceptions with this investigation, they remain eager to meet and explain their views of the partnership and model. We proposed such a meeting some time ago and had suggested dates of December 18, 2017, or January 9 or 11, 2018. Yesterday we were informed that any such meeting would have to happen by this Friday, December 8. After your office has spent three years pursuing this investigation, we fail to understand why you would insist that, when prominent members of the non-profit community seek to meet with your office to express their concerns, you insist they must do so on such short notice. If your office is not willing to accommodate a Mr. John Nelson December 5, 2017 Page 4 reasonable scheduling request and will only agree to meet by the end of the week, please let me know. For three years we have attempted to work with your office in good faith to address and resolve any identified concerns, and we remain willing to do so. Sincerely, DAVIS WRIGHT TREMAINE LLP James C. Grant Enclosure cc: Shane Esquibel Jeff Rupert Richard Medway Stefanie Pope Marty Loesch Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 Jim Grant (206) 757-8096 tel (206) 757-7056 fax jimgrant@dwt.com VIA HAND DELIVERY AND EMAIL September 8, 2016 Sarah Shifley John Nelson Jeff Rupert Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Response to Your July 7, 2016 Presentation About Resolution of Investigation of TVI, Inc. Dear Sarah, John and Jeff: On July 7, 2016, you made a presentation about your investigation of TVI, Inc. (“TVI”), and offered a proposal to resolve and conclude the investigation. On behalf of TVI, I asked for a follow-up meeting, allowing us time to fully consider and respond to your positions. Thank you for agreeing to meet with us again on September 8, 2016 (and for accommodating my other commitments and scheduling conflicts). This letter accompanies and supplements our presentation for the September 8 meeting. With this letter, I am providing: (A) letters provided by four of TVI’s charity partners – Big Brothers and Big Sisters of Puget Sound, Northwest Center, Sight Connection, and Arc of Washington – describing their longstanding relationships with TVI, the importance of these relationships for their work in Washington State, and their understandings that TVI has always paid for all donations received on their behalf; (B) a summary of provisions TVI is willing to accept and include in an agreement with the AG’s office; and (C) the slides for our September 8, 2016 presentation. We explained TVI’s response to your July 7, 2016 presentation in our September 8 meeting, and TVI’s positions are spelled out in the attached slides (Exhibit C). I won’t repeat all of that here, but let me summarize. Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 2 A. Agreement Regarding Non-Monetary Terms Your July 7 presentation reflected that the AG has essentially no disagreement with TVI’s current practices and disclosures in Washington (which TVI implemented on its own, although we repeatedly invited input from the AG’s office). Indeed, TVI is willing to enter into an appropriate agreement with regard to ten of the twelve “non-monetary” items listed in your July 7 term sheet, committing to continue its practices in these respects. These agreed terms are summarized in Exhibit B. See also Exhibit C, slides 10-12. Our disagreement about non-monetary terms comes down to a couple of items. For one, you proposed a requirement that TVI disclose in signage and otherwise the “bulk purchase price” paid to charities for each donation. However, as the Supreme Court has held, this constitutes compelled speech in violation of the First Amendment. Riley v. Nat’l Fed. of the Blind of N.C., 478 U.S. 781 (1988). And, in any event, TVI submits its charity partner contracts to the Secretary of State, so the contract payment terms are publicly available in compliance with RCW 19.09. You also proposed a term that “Value Village shall not make false or misleading statements regarding its own employment practices,” but TVI has not done so, and there is absolutely no basis for this request. B. Disagreement Regarding Monetary Demands TVI disagrees with the proposed monetary terms set forth in your July 7 proposal, demanding payment to the State of $4,994,450 for civil penalties and approximately $122,000 for costs and attorneys’ fees (totaling $5,116,450). We believe you have not shown any grounds for a monetary recovery in fact or in law. In the July 7 meeting, you identified two issues that you said formed the basis for your claims and demands against TVI. The first was your contention that TVI allegedly made misrepresentations that it pays charity partners for all goods received from charity partners or donated to them by the public at Value Village stores. But this is entirely true—TVI has always paid its Washington charity partners for all donations, whether the measurements for payments for all goods were based on soft goods (the former practice) or based on separate measurements and rates for soft goods, hard goods and FOLI, respectively (TVI’s present practice). The enclosed letters from TVI’s charity partners (Exhibit A) confirm that there is no dispute on this issue—but rather uniform agreement that TVI has always paid for all donations to its nonprofit partners. There is no basis for the AG to demand civil penalties for representations that were and always have been true. See also Exhibit C, slides 15-19. Second, you challenged TVI’s former practice of designating multiple charity partners as beneficiaries for donations at Puget Sound Value Village stores, i.e., donations at stores Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 3 benefited and were allocated among the five charities based on their respective total donations, and TVI identified a featured charity partner at each store.1 In support of your claim, you provided selective examples of signage in some stores identifying the featured partner. Yet, you failed to note all of the other signs and collateral materials throughout the stores fully disclosing all of the charity partners supported under the former pooled arrangement. See, e.g., Exhibit C, slides 20-22. We do not believe it is appropriate to assert a claim about signage without accurately taking into account all signage and disclosures. C. Legal Challenges to the Action and Claims You Have Proposed Given the record, the Attorney General has no basis to seek injunctive relief, and you mentioned none in your July 7 presentation. Of course, demanding an injunction to direct a party to do what it is already doing is improper. You have also not asserted any claims for restitution of any Washington consumer/donor. More generally, you have provided no evidence that any Washingtonian was ever injured, misled or complained about the practices you have asserted could be the basis for a suit. See, e.g., Exhibit C, slides 23-24. Asserting a case based on a hypothetical “capacity to deceive” with no evidence that anyone was actually deceived or harmed—much less any showing of any actual misrepresentations or that “reasonable consumers” and “a substantial portion of the public” likely were deceived— would be difficult, at the very least. See Exhibit C, slide 25, 27. The action and claims you have posited would also raise substantial questions about the Attorney General’s authority in bringing suit under the Washington CPA and regarding constitutional limits on the AG’s authority. To our knowledge, no Washington case has ever allowed the AG’s office to recover civil penalties for alleged past CPA violations when it has no basis to invoke a court’s equity jurisdiction under RCW 19.86.080. Permitting such a claim would be tantamount to allowing the Attorney General to sue for damages, which the CPA prohibits. Further, a claim for nearly $5,000,000 in civil penalties with no basis for restitution raises serious problems under the Eighth Amendment Excessive Fines Clause and the Due Process Clause of the Fourteenth Amendment. See Exhibit C, slides 26, 29. Claiming $5,000,000 as a punitive remedy based on a premise of $0 in actual harm would rather obviously be excessive and disproportionate. D. Other Issues Concerning TVI’s Long-Standing Cooperation With the AG’s Office and the Important Work of TVI’s Charity Partners Your proposed action presents other issues as well. For one, the AG should take into consideration TVI’s long-standing role in Washington, having been headquartered in the 1 Notably, this pooled approach also was agreed to by the charity partners. Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 4 state for over 50 years, employing thousands of Washingtonians, supporting initiatives of the Department of Ecology and King County’s Threadcycle program, and providing payments of over $125 million to Washington charities in the last ten years alone. See Exhibit C, slides 2-5. Also, TVI has long cooperated with the Washington Secretary of State’s Office and the Attorney General’s Office concerning its role in supporting charity partners. As you know, this includes several instances over the last ten years when TVI explained its relationships with Washington charities and your office, and both offices indicated that TVI did not need to register as a commercial fundraiser under the Charitable Solicitations Act. See Exhibit C, slide 7. TVI has also cooperated throughout the course of your current investigation, which has now lasted some twenty-one months. From the outset, we asked to meet with you to address any concerns or questions directly, but you refused to do so for eighteen months (until the July 7 meeting). Beginning over fourteen months ago, we notified you in advance of the changes TVI planned to make regarding charity partner contracts, disclosures and other practices, inviting your input. When you declined that invitation, TVI made the changes on its own.2 Most importantly, a suit by the Attorney General against TVI would threaten the support and important work done by TVI’s Washington charity partners, such as Northwest Center’s and the Arc’s efforts to help individuals with intellectual and developmental disabilities; Big Brothers & Big Sisters’ programs to mentor and support at-risk youth; and Sight Connection’s commitment to aid and provide opportunities for the visually impaired. TVI has supported these charity partners with substantial and reliable funding for decades. See Exhibit C, slide 3. These and other charities in the state value their relationships with TVI, as reflected in their letters provided in Exhibit A. See also Exhibit C, slide 4. Put simply, we fail to understand why the Attorney General’s office would think it is in the interest of Washingtonians to bring suit attacking TVI’s support of important Washington charities— and potentially undermining the charities themselves—particularly on the basis of hypothetical (but not actual) claims. 2 Aside from other problems of your July 7 proposal, it seems particularly unfair that a substantial percentage of the civil penalties you demanded (totaling over $2,000,000 as best I could tell, although the basis for and calculations of your demands were not clear) covered the period after June 30, 2015, when we explained the contract and practice changes TVI was planning to make voluntarily and separate from your office’s investigation (and repeating the invitation for input several times thereafter). See Exhibit C, slides 8, 9. Ms. Shi?ey, Messrs. Nelson and Rupert September 8, 2016 Page 5 E. Next Steps to Resolution proposal to resolve this proceeding is set forth in Exhibit B. See also Exhibit C, slides 10-12. We believe this is a fair and appropriate resolution, with TVI agreeing to (1) continue the practices it has voluntarily implemented and you have agreed are proper, and (2) pay costs and fees for your investigation up to June 30, 2015. We are willing to provide a draft agreement to affect this resolution by September 12, 2016. We would also work with your of?ce on an appropriate joint press release. If you do not agree with our proposed resolution, then we request a response within a month?s time, with an opportunity to meet thereafter to address any remaining differences. If such a meeting is needed, it should include senior personnel from both sides?TVI?S CEO would participate, along with one or more representatives of charity partners. Thank you for consideration of response to your July 7 proposal. Thanks, also, for your continued willingness to work toward a mutual resolution to best sustain and build upon decades-long partnerships that annually provide millions of dollars in revenue to many of the state?s most important nonpro?t charities, which, in turn, allows them to further their respective missions, bene?ting thousands of Washingtonians. Sincerely, DAVIS WRIGHT TREMAINE LLP ames C. Grant Enclosure cc: Richard A. Medway Stefanie Pope Exhibit EXHIBIT B SUMMARY OF AGREED TERMS TVI is willing to enter into an appropriate agreement with the Attorney General’s office committing to continue to: • Pay charity partners for donations received on their behalf based on specific pricing for the particular category of donations (hard goods, soft goods, or FOLI (furniture and other large items)). • Ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated. • Ensure that it does not commingle donations among charities. • Not represent that charities are paid based on purchases in stores. • Distribute tax receipts for the charity receiving credit for donations. • Register under, comply with, and cooperate with requests from the Washington Secretary of State Charities Program. • Not use charities’ names or receive donations without their express consent. • Make all disclosures as required by RCW 19.09.100, including that it is a commercial fundraiser and its registration is on file with the Secretary of State. • Train store employees about required disclosures under RCW 19.09.100 (i.e., disclosures described above). • Conspicuously display signage that it is a commercial fundraiser, registered with the Secretary of State. TVI will agree to pay a reasonable amount (not to exceed $50,000) for the Attorney General’s costs of investigation up to June 30, 2015. TVI is willing to provide a draft agreement encompassing these terms within three days. TVI-Savers already complies with and will agree to continue practices, as the AG has requested  Almost all non-monetary terms of the AG’s July 7, 2016 proposal reflect current practices at Washington Value Village stores: • Compensating charity partners for all donations; • Ensuring donations are properly credited to charity partners; • Not representing that charities are paid based on purchases made at Value Village stores; • Disclosing in signage and other materials that TVI-Savers is a forprofit corporation and a registered commercial fundraiser; • Providing tax receipts at store Community Donation Centers for the charity partners benefiting from donations; • Registering as a commercial fundraiser with Secretary of State; • Using charity partners’ names only with express consent; 10 Confidential and for Settlement Purposes Only, ER 408 TVI-Savers complies with and agrees to continue practices (continued) • Make all disclosures as required under RCW 19.09.100, including that TVI-Savers is registered as a commercial fundraiser; • Train store employees to provide information about required disclosures (i.e., that TVI-Savers is registered as a commercial fundraiser and information is available from Secretary of State).  Most of these requests restate long-standing practices of TVISavers (e.g., TVI-Savers has always paid charity partners for all goods donated).  Others reflect TVI-Savers’ voluntarily revised practices (e.g., negotiating revised charity partner contracts).  TVI-Savers is willing to enter into an appropriate agreement with the AG’s office to continue these practices. 11 Confidential and for Settlement Purposes Only, ER 408 Specific requests in AG’s July 7, 2016 proposal to which TVI-Savers agrees Issue Raised in July 7, 2016 AG Proposal 12 Agreed TVI will continue to pay charity partners for donations received on their behalf based on specific pricing for the particular category of donations (hard goods, soft goods, or FOLI)  TVI will continue to ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated.  TVI will continue to ensure that it does not commingle donations among charities.  TVI will continue not to represent that charities are paid based on purchases in stores.  TVI will continue to distribute tax receipts for the charity receiving credit for donations.  TVI will continue to register under, comply with, and cooperate with requests from the Washington Secretary of State Charities Program.  TVI will continue not use charities’ names or receive donations without their express consent.  TVI will continue to make all disclosures as required by RCW 19.09.100, including that it is a commercial fundraiser and its registration is on file with the Secretary of State.  TVI will continue to train store employees so they can make all required disclosures.  TVI will continue to conspicuously display signage that it is a commercial fundraiser, registered with the Secretary of State.  Confidential and for Settlement Purposes Only, ER 408 From: To: Date: Subject: Grant, James Nelson, John (ATG) 12/6/2017 12:05:43 PM RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. John, Can you explain why you’re insisting that a meeting with CEOs of TVI and two of Washington’s most prominent charitable organizations must occur within two days? Over the course of the AG’s now three-year-long investigation I can count upwards of a dozen times we asked to meet with your office and you demurred and postponed the meetings, often for months. At the outset of this process, Sarah Shifley (who was then acting as lead counsel for your office) committed that the State would not file suit against TVI without providing advance notice of the suit and your claims. I said that TVI didn’t want to be blindsided by a lawsuit, and she responded, “that’s not how this office operates.” I assumed then – and still assume now – that the AG’s office lives up to its word. Moreover, three years in and despite numerous requests, we still have no idea what claims the AG believes it may have (see my letter of yesterday’s date). I would appreciate it if you would explain why all the urgency now. If your office is unwilling to cooperate in setting a mutually convenient date for the meeting, the only time in the two-day window that could work is Friday morning. I will give you a call to follow up on this note and, if necessary, to address arrangements and logistics, including to identify who from the AG’s senior staff will attend the meeting. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Wednesday, December 06, 2017 9:30 AM To: Grant, James Cc: Forgette, Kathleen; Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI have reviewed your letter and its various attachments. As I mentioned in my letter to you dated November 22, 2017, even though the parties’ respective settlement valuations are far apart, and ongoing settlement talks would not appear to be productive, the State is nevertheless willing to keep communications open. Accordingly, we are willing to meet with your client and its various charity partners in person or via conference call. However, any such meeting must occur between now and Friday the 8th. Feel free to reach out to me if you wish to set up a meeting. Thanks, John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, > Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/6/2017 4:55:13 PM RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI just called Shane but he was not in his office. I left him a VM and I will let you know when I hear back. ________________________________________ From: Grant, James [jimgrant@dwt.com] Sent: Wednesday, December 06, 2017 12:05 PM To: Nelson, John (ATG) Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG); Marty Loesch Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. John, Can you explain why you’re insisting that a meeting with CEOs of TVI and two of Washington’s most prominent charitable organizations must occur within two days? Over the course of the AG’s now three-year-long investigation I can count upwards of a dozen times we asked to meet with your office and you demurred and postponed the meetings, often for months. At the outset of this process, Sarah Shifley (who was then acting as lead counsel for your office) committed that the State would not file suit against TVI without providing advance notice of the suit and your claims. I said that TVI didn’t want to be blindsided by a lawsuit, and she responded, “that’s not how this office operates.” I assumed then – and still assume now – that the AG’s office lives up to its word. Moreover, three years in and despite numerous requests, we still have no idea what claims the AG believes it may have (see my letter of yesterday’s date). I would appreciate it if you would explain why all the urgency now. If your office is unwilling to cooperate in setting a mutually convenient date for the meeting, the only time in the two-day window that could work is Friday morning. I will give you a call to follow up on this note and, if necessary, to address arrangements and logistics, including to identify who from the AG’s senior staff will attend the meeting. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Wednesday, December 06, 2017 9:30 AM To: Grant, James Cc: Forgette, Kathleen; Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI have reviewed your letter and its various attachments. As I mentioned in my letter to you dated November 22, 2017, even though the parties’ respective settlement valuations are far apart, and ongoing settlement talks would not appear to be productive, the State is nevertheless willing to keep communications open. Accordingly, we are willing to meet with your client and its various charity partners in person or via conference call. However, any such meeting must occur between now and Friday the 8th. Feel free to reach out to me if you wish to set up a meeting. Thanks, John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) >; Rupert, Jeffrey (ATG) > Cc: Grant, James > Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Attachments: Smith, Shannon (ATG) Esquibel, Shane (ATG) 11/28/2017 8:52:54 AM RE: Savers 2017_11_22GrantNelsonReOffer.pdf Hi Shane, Here is John’s most recent letter to Savers. If you would like additional information for background, please let us know. Shannon From: Esquibel, Shane (ATG) Sent: Tuesday, November 28, 2017 4:00 AM To: Smith, Shannon (ATG) Cc: Webb, Mike (ATG) Subject: Fwd: Savers Shannon I told Marty that we would need to meet by December 8. As soon as he sends me some proposed dates I will get them to you. Can you send me the letter than Dan sent to Savers? Thanks Sent from my iPhone Begin forwarded message: From: Marty Loesch Date: November 27, 2017 at 11:26:55 AM PST To: "shanee@atg.wa.gov " Cc: "Mikew@atg.wa.gov " Subject: Savers Shane Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty gY GF~ Bob Ferguson ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue • Suite 20009 MS TB 14 • Seattle WA 98104-3188 (206) 464-7745 November 22, 2017 James C. Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101-3405 RE: October 12, 2017 Settlement Offer (Subject to ER 408) Dear Jim: The State is in receipt of your client 's settlement offer presented during the parties' meeting on October 12, 2017. I had planned on responding earlier, but I was out of the office for three weeks on military leave. While we appreciate you and your client 's willingness to engage in settlement talks, the terms of the offer presented to the State are not sufficient to account for TVI's past and current deceptive business practices. Accordingly, the State will not accept the offer. While the State remains open to reasonable settlement discussions, such efforts would not appear to be fruitful given the parties' respective valuations of the case. Feel free to contact meat 206-389-3842 or iohnn2 e,atg.wav should you have any questions. Sincerely, HN NELSON JEFF RUPERT Assistant Attorneys General From: Smith, Shannon (ATG) To: Nelson, John (ATG) Bowers, Todd (ATG) Esquibel, Shane (ATG) Date: 12/5/2017 4:40:17 PM Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. [2a], [2d] From: Nelson, John (ATG) Sent: Tuesday, December 5, 2017 1:01 PM To: Smith, Shannon (ATG); Bowers, Todd (ATG); Esquibel, Shane (ATG) Subject: FW: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. FYI Attached is a letter I received from Jim Grant this afternoon. [2a], [2d] I’m in the office if you want to discuss. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. > Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/6/2017 9:29:54 AM RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI have reviewed your letter and its various attachments. As I mentioned in my letter to you dated November 22, 2017, even though the parties’ respective settlement valuations are far apart, and ongoing settlement talks would not appear to be productive, the State is nevertheless willing to keep communications open. Accordingly, we are willing to meet with your client and its various charity partners in person or via conference call. However, any such meeting must occur between now and Friday the 8th. Feel free to reach out to me if you wish to set up a meeting. Thanks, John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Cc: Grant, James Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) To: Esquibel, Shane (ATG) Smith, Shannon (ATG) Bowers, Todd (ATG) Date: 12/6/2017 9:48:24 AM Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Attachments: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. [2a], [2d] I have attached the reply I sent to VV’s counsel this morning. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Esquibel, Shane (ATG) Sent: Wednesday, December 06, 2017 9:35 AM To: Nelson, John (ATG) ; Smith, Shannon (ATG) ; Bowers, Todd (ATG) Cc: Webb, Mike (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. [2a], [2d] Thanks From: Nelson, John (ATG) Sent: Tuesday, December 5, 2017 4:44 PM To: Smith, Shannon (ATG); Bowers, Todd (ATG); Esquibel, Shane (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Agreed. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Smith, Shannon (ATG) Sent: Tuesday, December 05, 2017 4:40 PM To: Nelson, John (ATG) >; Bowers, Todd (ATG) ; Esquibel, Shane (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. 2a; 2d Our offer to meet prior to December 8 remains open and we are happy to accommodate by telephone those who cannot attend in person. From: Nelson, John (ATG) Sent: Tuesday, December 5, 2017 1:01 PM To: Smith, Shannon (ATG); Bowers, Todd (ATG); Esquibel, Shane (ATG) Subject: FW: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. FYI Attached is a letter I received from Jim Grant this afternoon. [2a], [2d] I’m in the office if you want to discuss. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. > Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/6/2017 9:29:54 AM RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI have reviewed your letter and its various attachments. As I mentioned in my letter to you dated November 22, 2017, even though the parties’ respective settlement valuations are far apart, and ongoing settlement talks would not appear to be productive, the State is nevertheless willing to keep communications open. Accordingly, we are willing to meet with your client and its various charity partners in person or via conference call. However, any such meeting must occur between now and Friday the 8th. Feel free to reach out to me if you wish to set up a meeting. Thanks, John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Cc: Grant, James Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/7/2017 12:32:45 PM RE: Meeting JimBob Ferguson is not available tomorrow. If you and your client would still like to meet with us, we will reserve a conference room for the parties at our 800 Fifth Ave office. Start time will be 10:00 AM. I will attend the meeting, in addition to Shannon Smith (Consumer Protection Division Chief), Todd Bowers (Deputy AG), and Mike Webb (Chief of Staff). There is a small chance that Shane Esquibel will attend, but if he does, it will be via teleconference. If you wish to meet, please reply with a list of who will attend from Savers. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, December 07, 2017 12:07 PM To: Nelson, John (ATG) Subject: Meeting If we’re meeting tomorrow, we need to get this nailed down. Please let me know, as soon as possible (1) if the meeting must take place tomorrow, rather than scheduling it for a mutually convenient date and time; (2) if so, that we can meet at 10:00; (3) who will attend from the AG’s office, and (4) if we can hold the meeting here in my offices. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Thursday, December 07, 2017 8:15 AM To: Grant, James Subject: Tomorrow JimBob Ferguson’s assistant is determining whether/when he will be available tomorrow. We are tracking your request for a 10:00 AM start time and I will let you know when I hear something. I have an all-day meeting today, but will have email connectivity. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Grant, James Nelson, John (ATG) 12/7/2017 1:45:14 PM RE: Meeting John, The following individuals will attend the meeting tomorrow at 10:00 a.m. at your offices: Duane Woods, Chairman and CEO, TVI, Inc. (Savers / Value Village) Louis Garcia, President and CEO, Big Brothers Big Sisters Puget Sound Gene Boes, President and CEO, Northwest Center Richard Medway, General Counsel, TVI Stefanie Pope, Corporate Counsel, TVI James Allen, Director of Government Affairs, TVI Marty Loesch, Insight Strategic Partners Jim Grant, Davis Wright Tremaine LLP Please also confirm that you can have a setup for a PowerPoint presentation. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Thursday, December 07, 2017 12:33 PM To: Grant, James Subject: RE: Meeting JimBob Ferguson is not available tomorrow. If you and your client would still like to meet with us, we will reserve a conference room for the parties at our 800 Fifth Ave office. Start time will be 10:00 AM. I will attend the meeting, in addition to Shannon Smith (Consumer Protection Division Chief), Todd Bowers (Deputy AG), and Mike Webb (Chief of Staff). There is a small chance that Shane Esquibel will attend, but if he does, it will be via teleconference. If you wish to meet, please reply with a list of who will attend from Savers. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, December 07, 2017 12:07 PM To: Nelson, John (ATG) Subject: Meeting If we’re meeting tomorrow, we need to get this nailed down. Please let me know, as soon as possible (1) if the meeting must take place tomorrow, rather than scheduling it for a mutually convenient date and time; (2) if so, that we can meet at 10:00; (3) who will attend from the AG’s office, and (4) if we can hold the meeting here in my offices. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Thursday, December 07, 2017 8:15 AM To: Grant, James Subject: Tomorrow JimBob Ferguson’s assistant is determining whether/when he will be available tomorrow. We are tracking your request for a 10:00 AM start time and I will let you know when I hear something. I have an all-day meeting today, but will have email connectivity. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/7/2017 2:00:23 PM RE: Meeting JimWhen you arrive at our building, go to the elevator bank on your left and take the elevator to the 20th floor. Check in with the receptionist and we will come get you. We’ll have a setup for a PowerPoint presentation. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, December 07, 2017 1:45 PM To: Nelson, John (ATG) Subject: RE: Meeting John, The following individuals will attend the meeting tomorrow at 10:00 a.m. at your offices: Duane Woods, Chairman and CEO, TVI, Inc. (Savers / Value Village) Louis Garcia, President and CEO, Big Brothers Big Sisters Puget Sound Gene Boes, President and CEO, Northwest Center Richard Medway, General Counsel, TVI Stefanie Pope, Corporate Counsel, TVI James Allen, Director of Government Affairs, TVI Marty Loesch, Insight Strategic Partners Jim Grant, Davis Wright Tremaine LLP Please also confirm that you can have a setup for a PowerPoint presentation. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Thursday, December 07, 2017 12:33 PM To: Grant, James Subject: RE: Meeting JimBob Ferguson is not available tomorrow. If you and your client would still like to meet with us, we will reserve a conference room for the parties at our 800 Fifth Ave office. Start time will be 10:00 AM. I will attend the meeting, in addition to Shannon Smith (Consumer Protection Division Chief), Todd Bowers (Deputy AG), and Mike Webb (Chief of Staff). There is a small chance that Shane Esquibel will attend, but if he does, it will be via teleconference. If you wish to meet, please reply with a list of who will attend from Savers. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, December 07, 2017 12:07 PM To: Nelson, John (ATG) Subject: Meeting If we’re meeting tomorrow, we need to get this nailed down. Please let me know, as soon as possible (1) if the meeting must take place tomorrow, rather than scheduling it for a mutually convenient date and time; (2) if so, that we can meet at 10:00; (3) who will attend from the AG’s office, and (4) if we can hold the meeting here in my offices. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Thursday, December 07, 2017 8:15 AM To: Grant, James Subject: Tomorrow JimBob Ferguson’s assistant is determining whether/when he will be available tomorrow. We are tracking your request for a 10:00 AM start time and I will let you know when I hear something. I have an all-day meeting today, but will have email connectivity. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Attachments: Forgette, Kathleen Nelson, John (ATG) 12/8/2017 4:46:30 PM Follow-Up to Meeting Concerning Attorney General's Investigation of TVI, Inc. Letter to Nelson (12-8-17).pdf Good afternoon, Please see attached correspondence from Jim Grant. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 Jim Grant (206) 757-8096 tel (206) 757-7056 fax jimgrant@dwt.com VIA EMAIL December 8, 2017 John Nelson Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Follow-Up to Meeting Concerning Attorney General’s Investigation of TVI, Inc. Dear John: Thanks to you, Todd, Shannon and Mike for meeting this morning with representatives of TVI, Northwest Center and Big Brothers Big Sisters of Puget Sound. We believe the meeting was important to help your office understand the importance to the charity partners of their long-standing relationships with TVI and the funding it provides for their community services. We also believe the meeting was productive to clarify non-monetary issues and reinforce TVI’s commitment to address and agree on those issues. Regarding non-monetary issues, we asked you to identify what business practices the State seeks to have TVI change, in addition to the commitments the company made in September 2016 in response to the one written settlement proposal your office has made. You raised two things. First, you mentioned the disclosures TVI makes that shopping in Value Village stores does not benefit local non-profits, and suggested including this disclosure in more materials. Second, you mentioned TVI’s filing with the Secretary of State and statements that it pays fair market value for all donations received and said the State might suggest revisions. TVI agreed to your requests about both of these subjects before, see my letter of September 8, 2016, Ex. B, and we are willing to include appropriate terms in an AVC about these subjects. It appears the significant roadblock to resolving this matter is the difference between the parties on monetary terms. We asked for clarification of the specific bases for your last demand of $3.2 million, as we believe that is important information for us to assess the CONFIDENTIAL SETTLEMENT COMMUNICATION PURSUANT TO ER 408 Mr. John Nelson December 8, 2017 Page 2 merits of your offer. You said the AG’s office was not inclined to “bid against itself” by revising the offer, but you’ll recall that TVI made the last offer, on October 12, 2017. Regardless of whether it constitutes bidding against ourselves, TVI is serious in its commitment to attempt to resolve this matter without litigation or harmful effects to our charity partners and their important work. To that end, in addition to commitments on the non-monetary terms, TVI offers to pay compensation of $700,000 to fully resolve this matter. This amount would include a payment of $200,000 to the AG’s office for its costs and fees1 and a donation of $500,000 to support the WSU recycling research program we mentioned in our October 12, 2017 meeting (“Recycling Cotton Waste to Produce High Quality Regenerated Fibers”).2 We believe this is a fair offer to fully address and resolve the issues between us. We would be happy to prepare an outline or draft of an Assurance of Discontinuance (per RCW 19.86.100) to reflect the parties’ agreements and advance this matter toward settlement. As indicated in our meeting today, we would also be happy to meet with your office again to work through any remaining issues. We ask for a response to this offer within two weeks, by December 22, 2017. Sincerely, DAVIS WRIGHT TREMAINE LLP James C. Grant cc: 1 Shannon E. Smith (shannons@atg.wa.gov) Todd R. Bowers (toddb@atg.wa.gov) Mike Webb (mikew@atg.wa.gov) Shane Esquibel (shanee@atg.wa.gov) The $200,000 payment is meant to compensate the AG’s office for all costs and fees it has incurred, based on an extrapolation from your July 7, 2016 proposal, when you indicated your office had incurred total costs and fees of $122,000. If the $200,000 figure is not accurate for total costs and fees to date, TVI is willing to discuss reallocating the $700,000 total compensation differently (i.e., allotting more or less to fees and costs, as appropriate). 2 As we mentioned before, we selected the WSU recycling research program because it aligns with the interests and initiatives of both TVI and the AG’s office. We are also willing to discuss other mutually agreeable beneficiaries. Mr. ohn Nelson December 8, 2017 Page ichard Medway Stefanie Pope ames Allen Marty Loesch From: To: Date: Subject: Nelson, John (ATG) Grant, James 12/8/2017 5:19:59 PM RE: Follow-Up to Meeting Concerning Attorney General's Investigation of TVI, Inc. JimThank you for your letter. It was timely as we recently finished meeting with General Ferguson. We will convey your counteroffer to General Ferguson and will respond no later than Monday, if not sooner. I want to underscore, however, that we anticipate reaching a conclusion in this matter as soon as possible and expect that you will be able to respond quickly to our reply to your letter. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Friday, December 08, 2017 4:47 PM To: Nelson, John (ATG) Cc: Smith, Shannon (ATG) ; Bowers, Todd (ATG) ; Webb, Mike (ATG) ; Esquibel, Shane (ATG) Subject: Follow-Up to Meeting Concerning Attorney General's Investigation of TVI, Inc. Good afternoon, Please see attached correspondence from Jim Grant. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Attachments: Nelson, John (ATG) Grant, James 12/11/2017 1:04:45 PM Value Village (State's Counteroffer) 2017_12_11GrantNelsonReOffer.pdf JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov Bob Ferguson ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue • Suite 2000• MS TB 14 * Seattle WA 98104-3188 (206) 464-7745 December 11, 2017 James C. Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101-3405 RE: December 8, 2017 Settlement Meeting (Subject to ER 408) Dear Jim: I write this letter as a follow up to the parties' meeting on Friday, to respond to your letter dated December 8, 2017, and to formally extend to your client the State's final settlement offer. The State's Civil Penalty Demand To address an issue raised during our meeting this past Friday, the State has clearly articulated its civil penalty demand multiple times during the past 18 months. This first occurred during the parties' July 6, 2016 meeting at Davis Wright Tremaine. See, e.g., the "Settlement Terms Sheet" dated July 6, 2016, which states in part: Monetary Terms Payment of the State's costs and fees (approximately $122,000) Payment to the State in the amount of $4,994,450 for 30,130 violations of the CPA as follows: o $4,968,000 f6r 24,840 store-related violations ($200 per violation) o $26,450 for 5,290 disclosure-related violations ($5 per violation) As you know, the State again articulated its position relating to civil penalties during the parties' meeting on August 2, 2017, which accompanied an amended demand of approximately $3.2 million. Importantly, during these meetings, and again on Friday, the State explained that it had aggregated the exponential number of Value Village's actual consumer protection violations into one violation, per store, per day, over a three-year period. Put numerically, the formula is: 23 ATTORNEY GENERAL OF WASHINGTON James C. Grant December 11, 2017 Page 2 stores x 360 days x 3 years = 24,840 violations of RCW 19.86. While Value Village currently operates 20 Washington stores, for most of the period in question, 24 stores were open. The second component of the State's civil penalty demand relates to your client's failure to display the disclosures required under RCW 19.09 between the time it registered as a commercial fundraiser with the Secretary of State, and the date is began including mandatory disclosures on its website and in other related advertisements and solicitations The State's Final Offer There is overwhelming evidence of deception, including the data contained in the State's survey (e.g., over three quarters of all respondents in the test group believe that Value Village itself is a charity or nonprofit). The State acknowledges your client's counteroffer dated December 8, 2017 and willingness to engage in meaningful settlement discussions. The State extends the following final offer to your client, which will not come in the form of an assurance of discontinuance (AOD), but rather, in the form of a Consent Decree' filed contemporaneously with a complaint in King County Superior Court: Injunctive terms as previously identified by the State (See "Settlement Terms Sheet" dated July 7, 2016). During the parties' meeting on Friday, you indicated that your client was prepared to agree to these injunctions.2 Injunctive terms requiring Value Village to amend the current language contained in its commercial fundraiser registration filed with The Secretary of State in a manner sufficient to cure any deception caused by the use of the term "fair market value." The parties will work together to develop acceptable language and Value Village will agree to refrain from using deceptive language in its Secretary of State, filings going forward. Additionally, your client shall agree to one of the following: • Payment of $1,000,000.00 to the State in any lawful purpose funds to be used by the Attorney General at his sole discretion (this amount includes the State's costs and fees); or • Payment of $500,000.00 to the State in any lawful purpose funds to be used by the Attorney General at his sole discretion (this amount includes the State's costs and fees), 1 During the parties' meeting on December 8, 2017, counsel for Value Village repeatedly referenced an "assurance of discontinuance." However, the State has always been clear that a settlement would take the form of a consent decree (See "Settlement Terms Sheet" dated July 7, 2016) 2 The State will not require Value Village to agree to the following injunctive terms which were part of the State's original settlement offer and discussed most recently during the parties' meeting on Friday: • VV shall not make false or misleading statements regarding its own employment practices. • VV shall prominently display in clear and conspicuous signage at all on-site donation centers, the following: "Value Village, a for-profit corporation, is a professional fundraiser in the State of Washington. Value Village pays [charity] [dollar amount (e.g., 43 cents) for each [unit of measurement (e.g., pound)] of the goods you donate." ATTORNEY GENERAL OF WASHINGTON James C. Grant December 11, 2017 Page 3 and payment of $1,000,000.00 to charitable causes as agreed upon by the parties. However, current and former Value village charity partners may not receive payment. As you will note, because the payment(s) required by the State under the monetary portion of the settlement would be payable as "any lawful purpose funds," no civil penalty would be imposed under RCW 19.86.140. Moreover, even if one viewed each of the options above as a civil penalty, under the framework explained by the State during settlement negotiations (24,840 total violations), such a penalty would be $40.26 or $60.39 per violation, respectively. Put differently, such per-violation penalties would be 2% or 3% of the maximum penalty ($2,000.00 per violation). In your letter dated December 8, 2017, your client offered to make a $500,000.00 donation to a Washington State University research program known as "Recycling Cotton Waste to Produce High Quality Regenerated Fibers." The State will not accept this component of the offer. However, should your client select the second financial component of the settlement terms explained above, the State is willing to work collaboratively with your client to choose one or more suitable charities. An agreement must in place no later than 12:00 PM on December 13, 2017. For the avoidance of confusion, the offer above is final. Accordingly, the State will not entertain any counteroffer(s). The terms of the State's offer were approved by Attorney General Robert Ferguson during the course of an in-person meeting with him. The State's offer expires at 12:00 PM on December 14, 2017. If your client accepts this offer, I must receive written confirmation from you that your client has deposited the monetary portion of the State's offer in the Davis Wright Tremaine client trust account. I must also receive written confirmation of your client's willingness to accept the State's offer, subject to finalizing the Consent Decree. I am willing to meet with you and your client on Tuesday or Wednesday to finalize injunctive terms and collaborate regarding the selection of charities. After Thursday, the State will not expend further effort towards settlement. Feel free to contact me at 206-389-3842 or jo~atg.wa.gov should you have any questions. Sincerely, NELSON JEFF RUPERT Assistant Attorneys General From: To: Date: Subject: Grant, James Nelson, John (ATG) 12/11/2017 4:54:08 PM RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Nelson, John (ATG) 'Grant, James' 12/11/2017 8:01:44 PM RE: Value Village (State's Counteroffer) JimI'll do my best to get you copies of both the consent decree and complaint tomorrow morning. However, as is the case in any settlement negotiation involving the CP Division, the contents of the State's complaint are non-negotiable. With that said, any complaint that is drafted for settlement purposes is typically much more streamlined than a complaint filed to initiate a traditional lawsuit. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Grant, James Nelson, John (ATG) 12/12/2017 10:17:19 AM RE: Value Village (State's Counteroffer) John, TVI has an executive level meeting at noon. We need to get the draft documents as soon as possible if there’s to be any hope of resolving this on the accelerated time line you’ve set. Thanks. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 8:02 PM To: Grant, James Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Value Village (State's Counteroffer) JimI'll do my best to get you copies of both the consent decree and complaint tomorrow morning. However, as is the case in any settlement negotiation involving the CP Division, the contents of the State's complaint are non-negotiable. With that said, any complaint that is drafted for settlement purposes is typically much more streamlined than a complaint filed to initiate a traditional lawsuit. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Grant, James Nelson, John (ATG) 12/12/2017 10:23:10 AM RE: Value Village (State's Counteroffer) I don’t care about no stinkin’ formatting! Kidding. Thanks for pushing this. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Tuesday, December 12, 2017 10:18 AM To: Grant, James Subject: RE: Value Village (State's Counteroffer) They are being formatted as I type this. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Tuesday, December 12, 2017 10:17 AM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, TVI has an executive level meeting at noon. We need to get the draft documents as soon as possible if there’s to be any hope of resolving this on the accelerated time line you’ve set. Thanks. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 8:02 PM To: Grant, James Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Value Village (State's Counteroffer) JimI'll do my best to get you copies of both the consent decree and complaint tomorrow morning. However, as is the case in any settlement negotiation involving the CP Division, the contents of the State's complaint are non-negotiable. With that said, any complaint that is drafted for settlement purposes is typically much more streamlined than a complaint filed to initiate a traditional lawsuit. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: To: Date: Subject: Attachments: Nelson, John (ATG) Grant, James 12/12/2017 11:18:04 AM RE: Value Village (State's Counteroffer) Draft Consent Decree TVI.docx JimI have attached the State’s consent decree for your review. The section of the consent decree addressing monetary terms must be edited in the event your client elects the second option (payment of settlement funds to charities). I have included a draft injunction regarding the use of the term “fair market value,” but I am open to reasonable suggestions as to that injunction. Shortly, in a separate email I will send the draft complaint. As I mentioned during our call this morning, you’ll note that the draft complaint excludes images and any reference to the State’s survey. Feel free to give me a call if you have questions/comments. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-8842 john112@atg.wa.g0v STATE OF WASHINGTON KING COUNTY SUPERIOR COURT STATE OF WASHINGTON, NO. Plaintiff, CONSENT DECREE v. TVI, INC., d/b/a Value Village, Defendant. I. JUDGMENT SUMMARY 1.1Judgment Creditor State of Washington 1.2Judgment Debtor TVI, Inc., d/b/a Value Village 1.3Principal Judgment Amount $__________________ 1.4Post Judgment Interest Rate: 12 percent per annum 1.5Attorneys for Judgment Creditor: John Nelson Assistant Attorney General 1.6Attorneys for Judgment Debtor: James C. Grant Davis Wright Tremaine LLP 1.7Plaintiff State of Washington (Washington), having conducted an investigation and commenced this action pursuant to RCW 19.86, the Consumer Protection Act (CPA) and RCW 19.09, the Charitable Solicitations Act (CSA); and CONSENT DECREE - 1 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 1.8Defendant TVI, Inc. d/b/a Value Village (Defendant), having been served with the Summons and Complaint or having waived service; and Washington, appearing by and through its attorneys, Robert Ferguson, Attorney General, and John A. Nelson, Assistant Attorney General; and Defendant, appearing by and through its attorney James C. Grant, Davis Wright Tremaine LLP; and 1.9Washington and Defendant having agreed on a basis for the settlement of the matters alleged in the Complaint and to the entry of this Consent Decree against Defendant without the need for trial or adjudication of any issue of law or fact; and 1.10Defendant, by entering into this Consent Decree, does not admit the allegations of the Complaint other than those solely as necessary to establish the jurisdiction of this Court; and 1.11Washington and Defendant agree this Consent Decree does not constitute evidence or an admission regarding the existence or non-existence of any issue, fact, or violation of any law alleged by Washington; and 1.12Defendant recognizes and states this Consent Decree is entered into voluntarily and that no promises, representations, or threats have been made by the Attorney General ’s Office or any member, officer, agent, or representative thereof to induce them to enter into this Consent Decree, except for the promises and representations provided herein; and 1.13Defendant waives any right it may have to appeal from this Consent Decree or to otherwise contest the validity of this Consent Decree; and 1.14Defendant further agrees this Court shall retain jurisdiction of this action and jurisdiction over Defendant for the purpose of implementing and enforcing the terms and conditions of this Consent Decree and for all other purposes related to this matter; and 1.15Defendant further agrees its payments made or due pursuant to this Consent Decree are not amenable to discharge in bankruptcy and it shall not seek or support its discharge in bankruptcy, nor oppose its being determined not amenable to discharge in bankruptcy; and 1.16Defendant further agrees its payments made or due pursuant to this Consent Decree are not preferential transfers of assets and it shall not make or support arguments to the contrary in bankruptcy court or elsewhere. The Court, finding no just reason for delay; CONSENT DECREE - 2 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 NOW, THEREFORE, it is hereby ORDERED, ADJUDGED, AND DECREED as follows: II. GENERAL 2.1This Court has jurisdiction of the subject matter of this action and of the parties. 2.2This Consent Decree or the fact of its entry does not constitute evidence or an admission by any party regarding the existence or non-existence of any issue, fact, or violation of any law alleged by Washington. To the contrary, Defendant has denied and continues to deny any and all wrongdoing of any kind whatsoever and retains, and does not waive, any and all defenses Defendant may have with respect to such matters. 2.3This Consent Decree fully and finally resolves and forever discharges and releases all claims and causes of action under the CPA and CSA that the State of Washington has filed or may in the future file against Defendant arising out of or relating to the facts and matters specifically described in the Complaint, except that Defendant ’s material failure to comply with this Consent Decree shall permit the Attorney General of Washington to take such further action against Defendant as provided for herein. III. INJUNCTIONS 3.1The injunctive provisions of this Consent Decree shall apply to Defendant and to its successors, assigns, and others acting in concert with Defendant. 1 3.2Defendant shall not solicit or accept donations for which it does not compensate the charity on whose behalf the donation was made. Defendant must directly pay the charity for every individual donation, including every type of donation ( e.g., clothing, housewares, furniture, etc.), and may not fail to do so by claiming that it pays the charity a higher rate for other donations. 3.3Defendant shall ensure that donations of goods including but not limited to donations made a its retail stores, in charity partner clothing bins, and at attended donation centers, are properly recorded such that it fully and accurately compensates the appropriate charity for said donations. 1 The form and scope of this language, as used throughout this document, is intended to have the same form, scope, and application as subsection (d) of Washington Court Rule 65. CONSENT DECREE - 3 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 3.4Defendant shall not commingle donations that consumers expect to be credited to a specific charity with donations creditable to another charity ( e.g., “pooling” charity partners at a particular store). 3.5Defendant shall not misrepresent, directly or by implication, that purchases at its retail stores result in a charitable benefit. 3.6Defendant shall not shall not distribute tax receipts on behalf of a charitable organization unless Defendant actually compensates that charity for donations received. 3.7Defendant shall fully and accurately complete the Washington Secretary of State Charities Program commercial fundraiser registration form and provide corrections or additional information when necessary or as requested to accurately report the value of donations received on behalf of any charitable organization. 3.8Defendant shall not use the name of or solicit on behalf of any charity without that organization ’s written consent. 3.9Defendant shall make all disclosures in solicitation materials as required by RCW 19.09.100, including that it is a commercial fundraiser and its registration is on file with the Secretary of State. 3.10Defendant shall disclose the bulk purchase price ( e.g., $0.12 per pound, etc.) it pays to a charity in the event that a donor or shopper asks an employee what portion or amount of the value of a donation is paid to a charity. 3.11Defendant shall provide information and training to all employees who have contact with consumers such that the employees are equipped to and actually do make all required disclosures and provide consumers complete and accurate information in accordance with RCW 19.09.100. 3.12When completing any form required by the Secretary of State under RCW 19.09, Defendant shall not use deceptive language, including but not limited to the use of the phrase “fair market value” unless that phrase is properly used with reference to Internal Revenue Service Publication 561 (“Determining the Value of Donated Property”), and Defendant actually pays a charity the fair market value for donations received on behalf of that charity. For the purpose of CONSENT DECREE - 4 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 this Consent Decree, the term “fair market value” shall not include the per pound rate or any other agreed upon amount (e.g., the commodity price for mixed-use clothing) between Defendant and a charity unless such agreed upon amount is calculated with reference to Internal Revenue Service Publication 561. 3.13Defendant shall not include in any charitable solicitation, or in any advertising material for a solicitation, or in any promotional plan for a solicitation, any statement that is false, misleading, or deceptive. See RCW 19.09.100. IV. MONETARY PAYMENT 4.1Pursuant to RCW 19.86.080, Washington shall recover and Defendant shall pay Washington the amount of $_______________ for costs and reasonable attorney ’s fees incurred by Washington in pursuing this matter, for monitoring and potential enforcement of this Consent Decree, for future enforcement of RCW 19.86, or for any lawful purpose in the discharge of the Attorney General ’s duties at the sole discretion of the Attorney General. 4.2Discuss Charity Payment(s), if applicable 4.3Payments referenced in paragraphs 4.1 and 4.2 shall be made no later than 2017 by valid check payable to “State of Washington Attorney General December 31, ’s Office,” delivered to the Office of the Attorney General, Attention, Margaret Farmer, Litigation Support Manager, 800 Fifth Ave., Suite 2000, Seattle, WA 98104-3188. 4.4Defendant ’s failure to timely make payments as required by this Consent Decree by the date of entry of this Consent Decree, without written agreement by Washington, shall be a material breach of this Consent Decree. 4.5Defendant ’s failure to pay attorneys ’ fees and costs to Washington as required by this Consent Decree shall be a material breach of the Consent Decree. V. ENFORCEMENT 5.1Defendant shall be in full compliance with all requirements and obligations this Consent Decree imposes on Defendant by the date of entry of this Consent Decree, except as otherwise indicated herein. CONSENT DECREE - 5 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 5.2If Defendant violates a material condition of this Consent Decree, and if Defendant does not cure the violation within a reasonable time after notice by Washington, Washington may seek the imposition of additional conditions, civil penalties of up to $25,000.00 per violation pursuant to RCW 19.86.140, restitution, injunctive relief, attorney ’s fees, costs and such other remedies as the Court may deem appropriate at an evidentiary hearing in which Defendant has an opportunity to be heard, if the Court finds by a preponderance of the evidence that Defendant has violated a material condition of this Consent Decree. In any successful action to enforce this Consent Decree against Defendant, Defendant shall bear Washington ’s reasonable costs, including reasonable attorneys fees. 5.3Jurisdiction is retained by this Court for the purpose of enabling any party to this Consent Decree to apply to the Court, to the extent permitted herein, for enforcement of compliance with this Consent Decree, to punish violations thereof, or otherwise address the provisions of this Consent Decree. 5.4Nothing in this Consent Decree shall grant any third-party beneficiary or other rights to any person who is not a party to this Consent Decree. 5.5Nothing in this Consent Decree shall be construed to limit or bar any other governmental entity or person from pursuing other available remedies against Defendant or any other person. 5.6Under no circumstances shall this Consent Decree, or the name of the State of Washington, this Court, the Office of the Attorney General, the Consumer Protection Division, or any of their employees or representatives be used by Defendant or any of its respective owners, members, directors, successors, assigns, transferees, officers, agents, servants, employees, representatives, and all other persons or entities in active concert or participation with Defendant, in connection with any selling, advertising, or promotion of products or services, or as an endorsement or approval of Defendant ’s acts, practices, or conduct of business. 5.7Washington shall be permitted, upon advance written notice of twenty (20) days to Defendant, to access, inspect and/or copy business records or documents in possession, custody or under control of Defendant to monitor compliance with this Consent Decree, provided that the inspection and copying shall avoid unreasonable disruption of Defendant CONSENT DECREE - 6 ’s business activities. ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 ’ Washington shall not disclose any information described in this Paragraph 5.7 (Confidential Information) unless such disclosure is required by law. In the event that Washington receives a request under the Public Records Act, subpoena, or other demand for production that seeks the disclosure of Confidential Information, Washington shall notify Defendant as soon as practicable and in no event more than ten (10) calendar days after receiving such request and shall allow Defendant a reasonable time, not less than ten (10) calendar days, from the receipt of such notice to seek a protective order relating to the Confidential Information or to otherwise resolve any disputes relating to the production of the Confidential Information before Washington discloses any Confidential Information. Nothing in this Consent Decree shall affect State of Washington ’s compliance with the Public Records Act, RCW 42.56. 5.8To monitor compliance with this Consent Decree, Washington shall be permitted to serve interrogatories pursuant to the provisions of CR 26 and CR 33 and to question Defendant or any officer, director, agent, or employee of Defendant by deposition pursuant to the provisions of CR 26 and CR 30 provided that Washington attempts in good faith to schedule the deposition at a time convenient for the deponent and his or her legal counsel. 5.9This Consent Decree in no way limits Washington from conducting any lawful non-public investigation to monitor Defendant ’s compliance with this Consent Decree or to investigate other alleged violations of the CPA and CSA, which may include but is not limited to interviewing customers or former employees of Defendant. 5.10This Consent Decree shall be binding upon and inure to the benefit of Defendant successors and assigns. Defendant and its successors and assigns shall notify the Attorney General ’s Office at least thirty (30) days prior to any change-in-control of Defendant that would change the identity of the corporate entity responsible for compliance obligations arising under this Consent Decree, including but not limited to dissolution, assignment, sale, merger, or other action that would result in the emergence of a successor corporation; the creation or dissolution of a subsidiary, parent, or affiliate that engages in any acts or practices subject to this order; the proposed filing of a bankruptcy petition; or a change in the corporate name or address. Provided, however, that with respect to any proposed change in the corporation about which Defendant and its CONSENT DECREE - 7 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 ’s successors and assigns learn less than thirty (30) days prior to the date such action is to take place, Defendant and its successors and assigns shall notify the Attorney General ’s Office as soon as is practicable after obtaining such knowledge. 5.11Any notice or other communication required or permitted under this Consent Decree shall be in writing and delivered to the following persons or any person subsequently designated by the parties: For TVI, Inc. d/b/a Value Village James C. Grant, Esq. Davis Wright Tremaine LLP 1201 3 rd Ave Suite 2200 Seattle, WA 98101-3045 : For the State of Washington : John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 5.12The Clerk of the Court is ordered to enter the foregoing Judgment and Consent Decree immediately. DONE IN OPEN COURT this _____ day of December, 2017. SUPERIOR COURT JUDGE/COMMISSIONER Presented by: Notice of Presentment Waived and Approved as to Form by: ROBERT W. FERGUSON Attorney General JOHN A. NELSON, WSBA # 45724 Assistant Attorney General Attorneys for Plaintiff State of Washington CONSENT DECREE - 8 JAMES C. GRANT, WSBA #14358 Davis Wright Tremaine LLP Attorneys for Defendant TVI, Inc. d/b/a Value Village ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 From: To: Date: Subject: Attachments: Nelson, John (ATG) Grant, James 12/12/2017 11:42:07 AM RE: Value Village (State's Counteroffer) Draft Complaint VV.docx JimAttached is the complaint. Standing by to discuss, as necessary. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Tuesday, December 12, 2017 10:17 AM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, TVI has an executive level meeting at noon. We need to get the draft documents as soon as possible if there’s to be any hope of resolving this on the accelerated time line you’ve set. Thanks. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 8:02 PM To: Grant, James Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Value Village (State's Counteroffer) JimI'll do my best to get you copies of both the consent decree and complaint tomorrow morning. However, as is the case in any settlement negotiation involving the CP Division, the contents of the State's complaint are non-negotiable. With that said, any complaint that is drafted for settlement purposes is typically much more streamlined than a complaint filed to initiate a traditional lawsuit. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov 1 2 3 4 5 STATE OF WASHINGTON KING COUNTY SUPERIOR COURT 6 7 STATE OF WASHINGTON, 8 9 10 NO. Plaintiff, COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF UNDER THE CONSUMER PROTECTION ACT, RCW 19.86, AND THE CHARITABLE SOLICITATIONS ACT, RCW 19.09 v. TVI, INC., d/b/a Value Village, 11 Defendant. 12 13 14 15 16 The Plaintiff, State of Washington, by and through its attorneys Robert W. Ferguson, Attorney General, and John Nelson, Assistant Attorney General, brings this action against the Defendants named below for violations of the Consumer Protection Act, RCW 19.86, and the Charitable Solicitations Act, RCW 19.09. The State alleges the following on information and belief: I. 17 The Plaintiff is the State of Washington. The Attorney General is authorized to 18 19 commence this action pursuant to RCW 19.86.080 and RCW 19.86.140. Defendant TVI, Inc., d/b/a Value Village, (hereinafter “Value Village”) is a 20 21 22 23 24 Washington state corporation formed on March 14, 1984 with a business address of 11400 Southeast Sixth Street, Suite 220, Bellevue, Washington 98004. TVI is a wholly-owned subsidiary of Savers, LLC (formerly Savers, Inc.), a Washington limited liability company formed on June 25, 2012. Savers, LLC is a holding company that does not transact business or have employees. II. 25 26 PARTIES 2.1 JURISDICTION AND VENUE The State files this complaint and institutes these proceedings under the provisions of the Consumer Protection Act, RCW 19.86, and the Charitable Solicitations Act, RCW 19.09. COMPLAINT - 1 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 2.2 1 2 elsewhere in the state of Washington by operating retail stores within the State and soliciting for donations from Washington consumers. 2.3 3 4 5 Defendant has engaged in the conduct set forth in this complaint in King County and Venue is proper in King County pursuant to RCW 4.12.020 and 4.12.025, and Court Rule 82 because Value Village transacts business in King County, and provides consumers with an address in King County. III. 6 3.1 7 8 9 Defendants, at all times relevant to this action, have been engaged in trade or commerce within the meaning of RCW 19.86.020, by acting as a commercial fundraiser under the meaning or RCW 19.09.020(5) and/or operating retail stores selling used clothing and household goods. IV. 10 11 12 13 14 15 16 17 18 19 20 21 22 NATURE OF TRADE OR COMMERCE A. FACTS THE VALUE VILLAGE BUSINESS MODEL 4.1 Value Village operates over 330 retail stores that sell clothing, furniture, small appliances, and household items to the public. While the vast majority of its stores operate under the name of “Savers,” in Washington, Oregon, and Alaska, the stores operate as Value Village. Twenty (20) of these stores are in Washington. 4.2 Value Village generates revenue in three different ways—1) by reselling clothing and household goods in its retail stores, 2) by selling items that are in poor, but resalable condition to businesses in developing nations, primarily in Africa and South America, and 3) by recycling goods that are not in resalable condition and selling them in the commodities market. Value Village derives the majority of its annual revenue from its retail stores. 1. Value Village Uses Local “Charity Partners” to Source Products for Its Stores 4.3 In order to source inventory, Value Village, acts as a commercial fundraiser and 23 contracts with multiple “charity partners” (charities) in Washington—including Big Brother Big 24 Sisters of Puget Sound, Northwest Center, and others—to procure the merchandise it sells in its 25 stores. The financial relationship between Value Village and each charity partner varies. In some 26 instances, the charity partner itself collects and delivers donated goods to a Value Village retail store. In other instances, consumers donate goods at what Value Village refers to as “Community Donation Centers” located at each of its stores. And in other instances, Value Village pays the charity partner COMPLAINT - 2 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 a fixed sum in the form of a licensing agreement for use of the charity’s name in solicitations to the 1 2 3 4 5 6 7 8 9 public for donated goods. In most instances, Value Village pays its charities for donations at a per pound rate (e.g., $0.XX cents per pound). 4.4 on its website, at its stores, on social media, and by publicly-broadcasted advertising including mailers, television, and radio advertising. In order to meet the demand for goods, with the assistance of Value Village, many of its charity partners operate a network of attended donation centers, donation bins, and in-home pickup services. With their permission, Value Village uses the names and logos of the charities to encourage consumers to donate goods that it can then resell for profit. 2. Until 2016, Value Village Did Not Pay Its Charity Partners for Donations of Furniture, Housewares, And Other Miscellaneous Items 4.5 Until it amended its standard form contracts in late 2015 to provide a small payment 10 11 Under its standard contract, Value Village directly solicits donations from the public 12 to its charity partners for donations of furniture and other household goods, Value Village only paid 13 its charity partners for cloth donations (e.g., clothing, shoes, bedding, etc.) made by the public. 14 While donations of “FOLI” (furniture and other large items) and “MISCEL” (other miscellaneous 15 items such as toys and housewares) were tracked, retained and sold by Value Village for profit, 16 Value Village did not pay for these donations. 17 3. Value Village Advertised That It Paid Its Charity Partners for All Donations 4.6 Value Village’s policy of paying only for cloth donations was inconsistent with what 18 19 20 21 22 23 24 25 26 was advertised under a marketing campaign that spanned radio/TV advertisements, in-store announcements, store signage, its corporate Facebook and Twitter accounts, and its website. As part of this advertising campaign, Value Village stated that it paid its charity partners “every time you donate.” However, even though the charity partner contracts required a charity to deliver a specified number of pounds of miscellaneous items, and a specific number of pieces of furniture each month, the charities were not provided payment for these categories of donations. 4. Value Village Changed Its Contracts in Late 2015 And Early 2016 to Include Payments for Donations of Houseware And Furniture. COMPLAINT - 3 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 4.7 1 2 3 4 5 payments to its charity partners for donations of furniture, housewares, and other miscellaneous items. While the per-pound rate for donations varies among charity partners based upon the type of donation and the quantity provided, under the current contracts, Value Village’s pays a small amount (per-pound or per-item) for all donations sourced by its charity partners or made at its retail stores. 5. Value Village Provided Donors With Tax Receipts Bearing a Charity Partner Name And Logo, Even in Situations Where a Donation Benefited Multiple Charities 4.8 Upon information and belief, from 2004 until the end of 2015, Value Village store 6 7 In late 2015, Value Village changed the terms of its standard form contracts to allow 8 associates routinely provided blank tax receipts to donors, even when a donation was split among 9 multiple charities. While Value Village stores in Washington each had a primary charity partner 10 whose logos and other marketing materials were broadly displayed in stores, donations at these 11 stores also benefited other charities. For example, until 2015, if a Washington consumer donated 12 an item at Value Village’s Burien, WA store, such a donation would have benefited that store’s 13 primary charity partner (Big Brothers Big Sisters of Puget Sound), but also four other charities. 14 However, neither the tax receipt, nor any other handout provided to donors at the store, notified 15 donors of the fact that a group of charities would benefit from a single donation. 16 6. Value Village Advertised that In-Store Purchases Benefited Its Charity Partners 4.9 As part of its overall marketing campaign, Value Village advertised that in-store 17 18 19 20 21 22 23 purchases benefited charities. While Value Village has never compensated its charity partners for purchases made in its stores, it made statements in its advertising—including in-store announcements and signs displayed on the interior and exterior of stores—suggesting that charity partners benefited from in-store purchases. 7. Value Village’s Disclosures on the Washington Secretary of State Website State That It Pays Charities “Fair Market Value” for Donations 4.10 As a “commercial fundraiser” under RCW 19.09, Value Village must register with 24 25 26 the Secretary of State and file certain reports with that office on an annual basis. These reports are maintained by the Secretary of State and posted on its website. However, in its 2016 filing with the Secretary of State, under the “solicitation comments” section of its filing, Value Village states that COMPLAINT - 4 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 it “[P]ays charities the agreed fair market value for product purchased in bulk.” This statement is 1 2 3 incorrect because under contract, Value Village pays its charity partners a set per-pound rate for donations which it not tied to the quality or actual fair market value of a donated item. 8. Even Though It Was Properly Registered As A Commercial Fundraiser, For a Period Of Time, Value Village Failed to Include Required Disclaimers in its Solicitations For Donations 4.11 Under RCW 19.09.100, entities acting a commercial fundraisers must provide certain 4 5 6 7 8 9 10 disclosures during all solicitations. Among other information, these disclaimers provide instruction on how to contact the Secretary of State for additional information. However, even thought it was properly registered as a commercial fundraiser under the statute, from January 2015 through October 2015, Value Village failed to include these disclosures during solicitations for donations, including displaying these disclosures on in-store banners and pamphlets requesting donations from the public. V. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 FIRST CAUSE OF ACTION (VIOLATIONS OF THE CONSUMER PROTECTION ACT, RCW 19.86.020) 5.1 Plaintiff re-alleges Paragraphs 1.1 through 4.11 and incorporates them as if fully set forth herein. 5.2 Defendant engages in “trade” or “commerce” within the meaning of the Consumer Protection Act, RCW 193.86.010(2). 5.3 Until early 2016, Defendant engaged in unfair and deceptive acts or practices within the meaning of RCW 19.86.020 by creating the net impression that in-store purchases made at its Washington stores provided a financial benefit to its charity partners. 5.4 Until early 2016, Defendant engaged in unfair and deceptive acts or practices within the meaning of RCW 19.86.020 by creating the net impression among shoppers and donors that it paid its charity partners for all donations made at its retail stores, attended donation facilities, or via clothing donation bins located in Washington. 5.5 Until early 2016, Defendant engaged in unfair and deceptive acts or practices within the meaning of RCW 19.86.020 by creating the net impression among shoppers and donors that donations accepted at its retail stores and other locations benefited a single charity partner, when payments for donations were split among multiple charity partners. COMPLAINT - 5 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 5.6 1 2 3 4 5 6 7 8 9 Until early 2016, Defendant engaged in unfair and deceptive acts or practices within the meaning of RCW 19.86.020 by providing donors with a tax receipt bearing the name of a single charity even though donations were credited and therefore paid to multiple charities. 5.7 Defendant’s actions affect the public interest because it repeatedly engaged in the conduct described above over a multi-year period. 5.8 Defendant’s business practices have the capacity to deceive a substantial number of Washington consumers because Defendant operates 20 retail stores in Washington at which thousands of Washington residents have donated or shopped. 5.9 Defendant’s business practices are not reasonable in relation to the development and preservation of business. VI. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 SECOND CAUSE OF ACTION (VIOLATIONS OF THE CHARITABLE SOLICITATIONS ACT, RCW 19.09.100) 6.1 Plaintiff re-alleges Paragraphs 1.1 through 5.9 and incorporates them as if fully set forth herein. 6.2 Defendant is a “commercial fundraiser” within the meaning of the Charitable Solicitations Act, RCW 19.09.020(5) 6.3 Between January 2015 and October 2015, Defendant engaged in acts that were not reasonable in relation to the development and preservation of business and which constituted unfair or deceptive acts in trade or commerce by failing to display the disclaimers required by RCW 19.09.100 at the point of solicitation. 6.4 Defendant engages in acts that are not reasonable in relation to the development and preservation of business and which constitute unfair or deceptive acts in trade or commerce by filing documents with The Secretary of State that create the net impression that Defendant pays its charity partners fair market value for all donations made by the public. 6.5 Pursuant to RCW 19.09.340, a violation of the Charitable Solicitations Act is an unfair act or practice in trade or commerce and a per se violation of the Consumer Protection Act, RCW 19.86. VII. PRAYER FOR RELIEF WHEREFORE, Plaintiff, STATE OF WASHINGTON, prays that this Court grant the following relief: COMPLAINT - 6 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 7.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 That the Court adjudge and decree that the Defendant has engaged in the conduct complained of herein. 7.2 That the Court adjudge and decree that the conduct complained of constitutes unfair or deceptive acts and practices and an unfair method of competition and is unlawful in violation of the Consumer Protection Act, Chapter 19.86 RCW. 7.3 That the Court issue a permanent injunction enjoining and restraining the Defendant, and its representatives, successors, assigns, officers, agents, servants, employees, and all other persons acting or claiming to act for, on behalf of, or in active concert or participation with Defendant, from continuing or engaging in the unlawful conduct complained of herein. 7.4 That the Court assess civil penalties, pursuant to RCW 19.86.140, of up to two thousand dollars ($2,000) per violation against the Defendants for each and every violation of RCW 19.86.020 caused by the conduct complained of herein. 7.5 That the Court make such orders pursuant to RCW 19.86.080 as it deems appropriate to provide for restitution to consumers of money or property acquired by the Defendants as a result of the conduct complained of herein. 7.6 That the Court make such orders pursuant to RCW 19.86.080 to provide that the plaintiff, State of Washington, have and recover from the Defendants the costs of this action, including reasonable attorneys’ fees. 7.7 For such other relief as the Court may deem just and proper. DATED this _____ day of January, 2018. ROBERT W. FERGUSON Attorney General 20 21 _____________________________ JOHN A. NELSON, WSBA #45724 Assistant Attorney General Attorneys for Plaintiff State of Washington (206) 389-3842 22 23 24 25 26 COMPLAINT - 7 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 From: To: Date: Subject: Attachments: Grant, James Nelson, John (ATG) 12/12/2017 2:41:15 PM RE: Value Village (State's Counteroffer) [1] TVI as filed Complaint.pdf And ours. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Tuesday, December 12, 2017 11:42 AM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: RE: Value Village (State's Counteroffer) JimAttached is the complaint. Standing by to discuss, as necessary. John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Tuesday, December 12, 2017 10:17 AM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, TVI has an executive level meeting at noon. We need to get the draft documents as soon as possible if there’s to be any hope of resolving this on the accelerated time line you’ve set. Thanks. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 8:02 PM To: Grant, James Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Value Village (State's Counteroffer) JimI'll do my best to get you copies of both the consent decree and complaint tomorrow morning. However, as is the case in any settlement negotiation involving the CP Division, the contents of the State's complaint are non-negotiable. With that said, any complaint that is drafted for settlement purposes is typically much more streamlined than a complaint filed to initiate a traditional lawsuit. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Grant, James [mailto:jimgrant@dwt.com] Sent: Monday, December 11, 2017 4:54 PM To: Nelson, John (ATG) Subject: RE: Value Village (State's Counteroffer) John, We’re considering your letter and the AGO’s offer. Given the structure of what you proposed, we need to see the complaint you would file in connection with an agreed consent decree. Would you please send that to us? Our aim is to get back to you as soon as possible tomorrow. Thanks. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Monday, December 11, 2017 1:05 PM To: Grant, James Cc: Corduneanu, Natalia (ATG); Rupert, Jeffrey (ATG) Subject: Value Village (State's Counteroffer) JimAttached is the State’s response to your letter dated December 8, 2017. As I mentioned during our call earlier this afternoon, the State’s counteroffer is final—General Ferguson has instructed me that he will not entertain any counteroffers from your client. I will be in the office this afternoon if you wish to discuss this further. John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 1 of 12 1 2 3 4 5 6 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 7 8 9 10 TVI, INC. dba SAVERS and VALUE VILLAGE, Plaintiff, 11 12 13 14 v. ROBERT W. FERGUSON, in his official capacity as Attorney General of the State of Washington, 15 Defendant. 16 17 No. 2:17-cv-1845 COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF REGARDING ACTIONS OF THE ATTORNEY GENERAL IN VIOLATION OF THE FIRST AMENDMENT For its complaint, plaintiff TVI, Inc. (“TVI”) alleges as follows: INTRODUCTION 18 19 ) ) ) ) ) ) ) ) ) ) ) ) 1. This is an action pursuant to the Civil Rights Act, 42 U.S.C. § 1983, and the 20 Declaratory Judgment Act, 28 U.S.C. § 2201, to enjoin and declare unlawful actions of the 21 Washington State Attorney General and his Office (“AGO”) in threatening to bring suit 22 based on claims that would unconstitutionally infringe free speech rights of TVI and a 23 number of prominent Washington charities. 24 2. TVI is a Washington-based for-profit company that operates twenty Value 25 Village stores in the State and is a registered commercial fundraiser under the Washington 26 Charitable Solicitation Act (“CSA”), RCW ch. 19.09. For over 50 years, TVI has partnered 27 with non-profit organizations to collect used goods from donors, paying the charity partners COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 1 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 2 of 12 1 for these goods and thereby funding their important missions – such as providing 2 opportunities for persons with developmental disabilities or visual impairment, and 3 mentoring at-risk youth. For 50 years, Washington authorities never challenged TVI’s 4 operations, and indeed, several times from 2002-2013 examined the model and TVI’s 5 contractual relationships with its charity partners and declared that TVI was not subject to 6 the CSA, because it did not act as a commercial fundraiser within the meaning of the Act. 7 3. Nonetheless, in December 2014, Attorney General Ferguson’s office began 8 what has become a three-year investigation, in which TVI responded to three Civil 9 Investigative Demands (“CIDs”), answered all inquiries posed, and sought to meet with the 10 AGO to understand and address any concerns. The AGO refused to do so for over 18 11 months until July 2016, when it presented twelve non-monetary demands regarding 12 practices and disclosures. In September 2016, TVI readily agreed to nine of the twelve 13 requests, as they were things that TVI was already doing. However, TVI rejected the 14 AGO’s demands that it post signs in stores specifying the amounts paid to charity partners 15 for each donated good and instruct employees to disclose the “bulk purchase price” paid to 16 charities. These demands violate the First Amendment rights of TVI and its charity 17 partners. Almost 30 years ago, in Riley v. National Federation of the Blind of North 18 Carolina, 487 U.S. 781 (1988), the Supreme Court held that state authorities cannot dictate 19 arrangements or compensation between charities and companies that solicit donations for 20 the charities nor require disclosures of such arrangements in solicitations to donors, as 21 doing so violates the First Amendment’s prohibition on compelled speech. 22 4. For eleven months, the AGO did not respond to TVI’s effort to resolve the 23 issues, until August 2017, when it made a presentation making clear that its claims are an 24 attack on TVI’s business model and contractual relationships with its charity partners. The 25 AGO has contended it is a deceptive practice that TVI does not disclose to customers who 26 shop in Value Village stores the portion of sales prices that are paid to charity partners. In 27 fact, TVI has never represented that sales revenues go to charity partners; TVI purchases COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 2 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 3 of 12 1 used goods from charity partners in bulk and pays an agreed fair market price for all goods 2 donated, although the vast majority are not sold in stores and must be disposed of in other 3 ways (e.g., sold, often at a loss to overseas markets or recycled). TVI fully discloses its 4 contractual arrangements and payments to charity partners in filings with the Secretary of 5 State’s office under the CSA. However, the AGO’s expressed putative claims seek to 6 impose penalties on the theory that TVI can be held liable for not disclosing to customers or 7 donors more than the CSA dictates or the First Amendment permits the State to compel. 8 9 5. TVI has continued to try to work with the AGO to resolve issues. However, in a recent meeting and correspondence, the AGO has indicated it is poised to file suit 10 against TVI based on the AGO’s unconstitutional premise. TVI therefore brings this action 11 to protect its First Amendment rights and those of the Washington charitable organizations 12 it partners with and supports. TVI seeks declaratory and injunctive relief to preclude the 13 AGO from asserting any claims seeking to (a) compel speech by requiring TVI to disclose 14 to donors or customers its contractual compensation arrangements with charity partners; (b) 15 challenge the arms’ length contractual agreements between TVI and its charity partners; or 16 (c) impose liability or civil penalties based on allegations of allegedly inadequate 17 disclosures of these contractual arrangements beyond the registration and reporting 18 requirements of the CSA. THE PARTIES 19 20 21 22 6. Bellevue, Washington. 7. 25 26 27 Robert W. Ferguson is Attorney General of the State of Washington. JURISDICTION AND VENUE 23 24 TVI, Inc. is a Washington corporation, with its principal place of business in 8. This Court has jurisdiction of this action under 28 U.S.C. § 1331 because TVI alleges a violation of 42 U.S.C. § 1983. 9. Venue is proper in this Court under 28 U.S.C. § 1391 because a substantial part of the events giving rise to TVI’s claims took place in this judicial district. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 3 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 4 of 12 FACTUAL ALLEGATIONS 1 2 A. TVI, Savers and Value Village 3 10. TVI’s roots date back to 1954, when the company’s founder, Bill Ellison, 4 opened a thrift store in San Francisco. In 1966, he opened a store in Renton, Washington, 5 and in 1972 established the company’s headquarters in Bellevue, Washington 6 (incorporating as TVI in 1984). Mr. Ellison pioneered the model of commercial thrift 7 stores working with charity organizations to collect donations of used goods, purchasing the 8 goods from the charities to provide them an important and reliable funding source. 9 11. TVI’s partnerships with charities based on this model have been successful 10 ever since. TVI has grown to over 300 stores in the United States, Canada and Australia 11 under the brand names Savers, Unique, Value Village and Village des Valeurs, partnering 12 with 90 nonprofit organizations in the communities where its stores are located. TVI has 13 paid approximately $1.4 billion to its charity partners across North America in the last ten 14 years; more than $150 million in 2016 alone. In Washington, TVI currently has 20 stores, 15 and paid nearly $13 million to charity partners in 2016 and more than $120 million in the 16 last ten years. 17 18 19 12. TVI employs approximately 1,600 employees in Washington, and generates over $9 million per year in tax revenues in the state. 13. TVI has been recognized for its role in supporting charitable causes and other 20 public issues—for example, receiving the Puget Sound Business Journal’s Economic 21 Opportunity Corporate Citizenship Award in 2015, and the Washington State Recycling 22 Association’s Recycler of the Year – Reuse Award in 2017. 23 B. TVI’s Charity Partners in Washington 24 14. TVI’s relationships with its charity partners in Washington are longstanding. 25 TVI and predecessor entities have worked with Big Brothers Big Sisters of Puget Sound for 26 22 years, with the Arc of Washington State for 27 years, with Sight Connection (formerly 27 COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 4 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 5 of 12 1 Community Services for the Blind and Partially Sighted) for 33 years, and with Northwest 2 Center for over 50 years. 3 15. These organizations provide important services and advocacy for a number 4 of different causes. For example, Northwest Center is “a leader in advancing equal 5 opportunities for children and adults with developmental disabilities,” and provides services 6 for children such as early intervention, inclusive early learning, and after-school programs, 7 as well as employment services, vocational training, job placement, and supported 8 employment. See https://www.nwcenter.org/at-a-glance.html. Big Brothers Big Sisters of 9 Puget Sound “makes meaningful, monitored matches between adult volunteers (‘Bigs’) and 10 children (‘Littles’), ages 6 through 18” to “provide children facing adversity with strong 11 and enduring, professionally supported 1-to-1 relationships that change their lives for the 12 better.” See https://www.bbbsps.org/page.aspx?pid=284. “The Arc of Washington State’s 13 mission is to advocate for the rights and full participation of all people with intellectual and 14 developmental disabilities” by supporting and empowering individuals and families; 15 improving support and service systems, influencing public policy, increasing public 16 awareness, and inspiring inclusive communities. See http://www.arcwa.org/aboutus. Sight 17 Connection’s “mission is to enhance the ability of people with vision loss to lead active, 18 independent lives,” and is the “Northwest’s leading private vision rehabilitation agency 19 specializing in helping people with vision loss stay active and independent.” See 20 http://www.sightconnection.org/mission/. 21 16. The revenue these charity partners receive through their partnerships with 22 TVI is crucial to their missions and their success. Northwest Center, for example, has 23 stated that its partnership with TVI provides “a sustainable source of funding that lets us 24 design original programs for the community,” and the relationship “has been the foundation 25 of our entire philosophy of change, which is to use business to create social good” for 26 children and adults with developmental disabilities. See https://www.nwcenter.org/our- 27 blog/a-partnership-vision. Big Brothers Big Sisters of Puget Sound has explained that it COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 5 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 6 of 12 1 receives a significant portion of its total funding through its partnership with TVI, and has 2 emphasized that this is especially important because these are “dollars that are not restricted 3 in terms of how we spend them.” See https://www.triplepundit.com/special/rethink-reuse- 4 savers/thrift-store-partnership-savers-big-brothers-big-sisters/. 17. 5 The charity partners’ relationships with TVI also support their outreach and 6 advocacy roles. For example, TVI’s promotion of Big Brothers Big Sisters helps the 7 organization by spreading the word about its mission and its efforts to recruit adults to 8 mentor underprivileged youth. As another example, the funding provided to Northwest 9 Center has helped support its work to educate and enact legislation to “open[] the doors of 10 Washington State schools to children with disabilities.” See https://www.nwcenter.org/at- 11 a-glance.html. 18. 12 TVI’s dealings with charity partners are and always have been based on 13 negotiated contractual agreements. TVI pays charity partners based on agreed bulk prices 14 for donated goods they collect (e.g., Northwest Center’s well known “big blue trucks”) and 15 goods that individuals donate to the charities at Community Donation Centers located at 16 Value Village stores. TVI pays charity partners for all goods, although approximately 75% 17 of donated goods are not suitable for sale (or do not sell) in retail stores. 1 This arrangement 18 of purchasing donated used goods on a wholesale basis has been the industry standard for 19 decades. 19. 20 TVI provides its charity partners the ability to obtain funding through sales 21 of used-goods donations without having to operate retail stores on their own. TVI provides 22 the infrastructure, personnel and expertise to run the sorting, retail and recycling operations, 23 incurring the costs and risks of doing so. For example, TVI operates a large textile 24 recycling distribution facility in Fife, Washington, and has launched an initiative called 25 Rethink, ReuseTM, a program of public advocacy and education to emphasize that more 26 27 1 TVI then bears the risks and costs of finding alternative markets for these goods. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 6 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 7 of 12 1 than 90% of textiles can be reused or recycled, thereby reducing the huge volume of 2 clothing and textile waste that goes to landfills every year. 2 20. 3 The charity partners have been ardent supporters of TVI and their 4 relationships with TVI, and they have stated this to the AGO. The charity partners 5 explained that TVI has always paid for all donated goods based on arms’ length, mutually 6 agreed contracts; they have not had complaints or heard of confusion from their 7 constituents about their relationships with TVI; and the AG’s threatened suit could 8 seriously harm their missions and public advocacy. 9 C. The AGO’s Investigation and Threatened Suit 10 21. TVI has long sought to cooperate with Washington State authorities, and did 11 so successfully until Attorney General Ferguson’s investigation and contradiction of the 12 State’s prior positions. In 2002, 2010 and 2013, the Washington Secretary of State’s office 13 and the AGO examined TVI’s business model and concluded that “TVI does not act as a 14 commercial fundraiser,” and therefore did not need to register under the CSA. 22. 15 In December 2014, the AGO issued an extensive CID to TVI, posing 16 interrogatories and document requests about essentially all of TVI’s Washington 17 operations. TVI sought to meet with the AGO to understand and address any concerns, but 18 the AGO’s representatives refused to do so. This theme continued for more than 18 19 months. 23. 20 TVI fully responded to the first CID, the AGO issued two more CIDs and 21 asked for supplemental responses several times, and TVI fully responded to those requests 22 as well. Altogether, TVI provided seven sets of responses, answered 39 interrogatories 23 (actually, 94 interrogatories, counting subparts), and produced approximately 15,000 pages 24 of documents in response to 19 requests (actually, 40 requests including subparts and 25 follow-up supplemental requests). TVI also made available two employees the AGO asked 26 2 27 In fact, TVI diverted more than 46 million pounds of materials out of Washington’s waste stream last year. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 7 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 8 of 12 1 to depose, including a longtime store manager who explained that she had never had any 2 customer or donor complain or express any confusion about the amounts paid to a charity 3 partner for donated goods. 4 24. Throughout this process, TVI repeatedly asked to meet with the AGO to 5 discuss any issues or concerns, and the AGO declined every request. At the same time, 6 TVI indicated it was revising contracts with charity partners and changing some business 7 practices on its own accord, and invited input from the AGO about the proposed changes. 8 The AGO refused these requests as well. 9 25. Finally, after 18 months, the AGO agreed to meet. On July 7, 2016, the 10 AGO presented its demands, none of which were based on any of the discovery TVI had 11 provided in response to the CIDs. Instead, the AGO provided a list of twelve demands, 12 almost all of which effectively asked TVI to continue practices it was doing and had long 13 done – e.g., registering as a commercial fundraiser with the Secretary of State’s office 14 (which TVI did long before); disclosing in signage and collateral that TVI is a for-profit 15 corporation and a registered commercial fundraiser (same); ensuring that all donations are 16 correctly attributed to charity partners (which TVI has always done); not representing that 17 charity partners are paid a portion of sales prices for purchases at Value Village stores 18 (which TVI has never done); and not using the names or soliciting on behalf of charity 19 partners without their permission (again, TVI has never done this). 20 26. The AGO’s July 7, 2016 proposal also contained two demands that reflected 21 a misunderstanding of the Supreme Court’s longstanding precedents that state authorities 22 cannot dictate contractual arrangements between charities and fundraisers, nor compel 23 speech by requiring fundraisers to disclose to donors at the point of solicitation their 24 payment arrangements with charities. See Riley, 487 U.S. at 781. The AGO demanded that 25 TVI “prominently display in clear and conspicuous signage” that “Value Village pays 26 [charity] [dollar amount (e.g., 43 cents) for each [unit of measurement (e.g., pound) of the 27 goods you donate.” The AGO also demanded that employees in Value Village stores be COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 8 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 9 of 12 1 instructed to disclose to consumers “what portion or amount of the value of their donation 2 is paid to the charity” and “shall disclose the bulk purchase price [TVI] pays to the charity.” 3 TVI rejected these demands. 3 27. 4 After the July-September 2016 meetings, TVI believed the parties had no 5 dispute about TVI’s practices, disclosures, or arrangements with charity partners. The 6 outstanding issue separating the parties was the AGO’s demand that TVI pay $5.1 million, 7 with no plausible basis for this demand (and which TVI rejected). 28. 8 9 The AGO said nothing for eleven months, until a meeting in August 2017. Then, the AGO presented a survey it had commissioned, which, although based on 10 numerous misrepresentations, underscored that the AGO’s claims and efforts to extract 11 payment from TVI are premised on a challenge to TVI’s business model. In the August 12 2017 meeting, the AGO reduced its monetary demand to $3.2 million, but admitted that this 13 amount was “untethered” to any actual, specific alleged violations of law. 29. 14 Again TVI responded and sought to work with the AGO, offering a proposed 15 resolution on October 12, 2017. And again TVI’s overture was met with silence, until 16 November 22, 2017, when the AGO responded that further discussions would not be 17 “fruitful,” given that TVI was not willing to pay the AGO’s multi-million dollar demand. 18 TVI responded by asking for a meeting of senior representatives, to include the CEOs of 19 TVI, Northwest Center and Big Brothers Big Sisters of Puget Sound. Despite the AGO’s 20 prior delays of months (indeed years), it insisted that any meeting with the charity CEOs 21 would have to take place in three days’ time, by December 8, 2017. 30. 22 23 The parties met on December 8, 2017, and the CEOs of Northwest Center and Big Brothers Big Sisters of Puget Sound expressed their concerns about and 24 25 26 27 3 TVI rejected one other non-monetary demand the AGO made – i.e., that TVI not make misleading statements about employment practices. The AGO had no basis for this request, as TVI not only had not made any misrepresentations, but in fact pays competitive wages and provides benefits to employees. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 9 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 10 of 12 1 disagreements with the AGO’s threatened suit. The AGO again made clear that its claims 2 are founded on a challenge to TVI’s business model and contractual relationships with 3 charity partners. TVI asked the AGO’s representatives if they would continue discussions 4 to attempt to reach resolution, but they pointedly refused to say that they would do so. The 5 AGO’s imminent threat to prosecute suit against TVI is apparent, necessitating this action 6 to protect the First Amendment rights of TVI and its charity partners. COUNT ONE VIOLATION OF FREE SPEECH RIGHTS UNDER THE FIRST AND FOURTEENTH AMENDMENTS 7 8 9 31. TVI incorporates all preceding paragraphs as if set forth fully herein. 10 32. Charitable solicitations involve a variety of speech interests within the 11 protections of the First Amendment. Schaumberg v. Citizens for a Better Environment, 440 12 U.S. 620, 632 (1980); Riley, 487 U.S. at 788. Government efforts to regulate or restrict 13 charities and their relationships with commercial fundraisers or the solicitation messages 14 they convey are subject to strict scrutiny. 15 33. State authorities may not dictate charities’ contractual relationships with 16 commercial fundraisers. TVI and its charity partners are fully entitled to contract and pay 17 compensation based on bulk wholesale prices for used goods, as has been standard in the 18 industry for decades. 19 34. The State also may not mandate that fundraisers disclose in the course of 20 solicitations the contractual payment terms or percentages of proceeds paid to charities. 21 Such a requirement is a content-based restriction that amounts to unconstitutional 22 compelled speech. Riley, 487 U.S. at 795-96. 4 23 24 25 26 27 4 The State may impose registration and reporting requirements on charities and commercial fundraisers, making the information available to the public. The Washington CSA does this, and the AGO and Secretary of State urge the public to use these resources, see https://www.sos.wa.gov/office/news-releases.aspx#/news/1259, but there is no dispute that TVI is registered and provides reports under the CSA. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 10 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 11 of 12 1 35. The AGO also may not assert putative consumer fraud claims under the 2 Washington CPA or otherwise based on allegations about a charitable fundraiser’s “failure 3 to alert potential donors to their fee arrangements,” and any such claims require “swift 4 dismissal” under the First Amendment. Illinois ex rel. Madigan v. Telemarketing Assoc., 5 Inc., 538 U.S. 600, 617-17 (2003). 6 36. The AGO’s threatened claims violate the First Amendment, as they are 7 founded on the premise that the State may allege and recover for deceptive practices if TVI 8 does not disclose to all donors the particulars of its contractual compensation arrangements 9 with charity partners. Under Supreme Court precedent, the State may not require such 10 disclosures in the first place, and it likewise cannot pursue claims or liability based on 11 allegations about TVI’s failure to disclose what the State cannot compel or require. The 12 AG’s threatened suit and claims would infringe and chill speech rights of TVI and its 13 charity partners in many regards and on many issues—e.g., from advocacy about rights of 14 the developmentally disabled to education and outreach efforts about recycling and reuse. COUNT TWO DECLARATORY JUDGMENT UNDER 28 U.S.C. § 2201 15 16 17 18 19 20 21 22 23 37. TVI incorporates all preceding paragraphs as if set forth fully herein. 38. This action presents an actual case or controversy concerning the AGO’s threatened claims against TVI. Declaratory relief is therefore necessary and appropriate. 39. TVI is entitled to a declaration that the AGO’s threatened claims attacking or seeking to ascribe liability based on TVI’s business model and contractual relationships with its charity partners or any alleged failure to disclose the compensation terms contravene the First and Fourteenth Amendment of the U.S. Constitution. PRAYER FOR RELIEF 24 25 26 WHEREFORE, TVI respectfully requests that this Court enter judgment in its favor and provide the following relief: 27 COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 11 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax Case 2:17-cv-01845 Document 1 Filed 12/11/17 Page 12 of 12 1 a. Preliminary and permanent injunctions enjoining the Attorney General and 2 the AGO from asserting any claims seeking to compel speech by requiring 3 TVI to disclose to donors or customers its contractual compensation 4 arrangements with charity partners; challenging the arms’ length contractual 5 agreements between TVI and its charity partners; or seeking to impose 6 liability or civil penalties based on allegations of allegedly inadequate 7 disclosures of these contractual arrangements beyond the registration and 8 reporting requirements of the CSA. 9 b. A declaratory judgment that any such claims threatened or brought by the 10 AGO would violate free speech rights guaranteed by the First and Fourteenth 11 Amendments. 12 c. pursuant to 42 U.S.C. § 1988; and 13 14 15 An award to TVI of all reasonable costs and attorneys’ fees in this action d. Such other and further relief, including all relief that is proper under 42 U.S.C. § 1983, as the Court deems just and proper. 16 17 DATED this 11th day of December, 2017. 18 DAVIS WRIGHT TREMAINE LLP 19 Attorneys for TVI, Inc. 20 By s/ James C. Grant James C. Grant, WSBA # 15358 1201 Third Avenue, Suite 2200 Seattle, WA 98101-3045 Telephone: 206-757-8096 Fax: 206-757-8096 E-mail: jamesgrant@dwt.com 21 22 23 24 25 26 27 COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF — 12 Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, WA 98101-3045 206.622.3150 main · 206.757.7700 fax From: Grant, James To: Kerr, Margaret (ATG) Rupert, Jeffrey (ATG) Forgette, Kathleen Date: 12/19/2017 1:54:05 PM Subject: RE: TVI, Inc. (USDC-WD Seattle No. 2:17-cv-01845-RSM) - LM 10784212 I believe this may have been provided inadvertently, and we have destroyed the email. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Kerr, Margaret (ATG) [mailto:MargaretK@ATG.WA.GOV] Sent: Tuesday, December 19, 2017 1:47 PM To: Rupert, Jeffrey (ATG); Grant, James; Forgette, Kathleen Cc: Nelson, John (ATG); Stokes, Celeste (ATG); Rinker, David (ATG); Williams, Jennah (ATG) Subject: RE: TVI, Inc. (USDC-WD Seattle No. 2:17-cv-01845-RSM) - LM 10784212 Counsel, Please see attached NOA which has been entered with the court today. Sincerely, Margaret Kerr Office of the Attorney General Legal Assistant 3 –Torts Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 Phone: 206-389-3852 Fax: (206) 587-4229 _____________________________________________ From: Rupert, Jeffrey (ATG) Sent: Tuesday, December 19, 2017 10:49 AM To: Kerr, Margaret (ATG) Cc: Nelson, John (ATG) ; Stokes, Celeste (ATG) ; Rinker, David (ATG) ; Williams, Jennah (ATG) Subject: RE: TVI, Inc. (USDC-WD Seattle No. 2:17-cv-01845-RSM) - LM 10784212 Margaret, Here is the NOA signature page. I changed it to include my new phone number. Also, as a FYI, Jennah Williams, a paralegal in Complex Lit, will be working on this case too. Finally, we are working on a MTD. The goal is to file the MTD tomorrow after the state court case is filed unless that filing gets delayed. We will circulate the draft MTD soon. Thanks, << File: NOA in TVI - State.docx >> << File: Signature page for NOA.pdf >> Jeff Jeff Rupert Assistant Attorney General Complex Litigation Division Division Chief 206-389-2116 JeffreyR2@atg.wa.gov _____________________________________________ From: Kerr, Margaret (ATG) Sent: Tuesday, December 19, 2017 8:44 AM To: Rupert, Jeffrey (ATG) Cc: Nelson, John (ATG) ; Stokes, Celeste (ATG) ; Rinker, David (ATG) < DavidR@ATG.WA.GOV> Subject: TVI, Inc. (USDC-WD Seattle No. 2:17-cv-01845-RSM) - LM 10784212 Good Morning, Please see attached NOA for your approval and signature. I have attached a Word version, for convenience, although I am happy to make any revisions that may be necessary. Please scan and return the signed copy at your earliest convenience and I will take care of entering it with the court. Thank you, Margaret Kerr Office of the Attorney General Legal Assistant 3 –Torts Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 Phone: 206-389-3852 Fax: (206) 587-4229 << File: NOA - State.pdf >> << File: NOA - State.docx >> From: Esquibel, Shane (ATG) To: Smith, Shannon (ATG) Nelson, John (ATG) Date: 12/1/2017 11:06:57 AM Subject: FW: Savers Thoughts? From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Friday, December 1, 2017 10:37 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Re: Savers Hi Shane & Mike I met with the Savers folks yesterday. They were making calls to confirm availability of charity CEOs to come to a meeting and, as you might imagine, had a kind of crazy grid for when various people are available. I'm in front of my headlights a bit, but the date that looked like it was a possibility was 12/18. I'm waiting now for confirmation from them on the results of the afternoon's outreach. One item they raised consistent with the discussion that you and I had, Shane, was that they honestly do not feel like they have a clear understanding of the current demand. Do you think it would be possible to share an update from the last demand (July 2016) that they could respond to if we succeed in pulling a meeting together? Having something specific to respond to both in demand and clarity around the claims they are likey to see if litigation ensues would make a meeting most productive. What do you think? Marty From: Esquibel, Shane (ATG) Hi Marty, Just checking to see if you have some available dates. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Monday, November 27, 2017 11:27 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Savers Shane Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty From: To: Date: Subject: James Allen Webb, Mike (ATG) 5/4/2016 2:39:03 PM Savers / Value Village recycling update & Fife tour Mike, I wanted to follow up on our brief conversation a few weeks ago. I hope that everything went well with the birth of your child – all the best to you and your family! I wanted to let you know how our Earth Day “Clothing Spill” art Installation in West Seattle went – that was the event I was telling you about. Attached is a photo of the exhibit. A larger photo gallery is available on the Seattle Times website here . These pictures give a sense of this 2,000 square foot, two ton visual representation of the impact that clothing has on the environment. The clothing spill, modeled after a waste spill, was well received by the public and media as an inspirational wakeup call on the under-discussed topic of textile recycling. Our goal was for the public to become aware of the issue and to start shifting their behavior toward extending the life of reusable goods. Many people expressed their excitement at this message and mentioned that they learned something new about reuse. We will continue to spread the word in new ways about our Rethink Reuse campaign. As we discussed in the context of our common interest in climate change and environmental issues, our Fife recycling facility is a really fun and informative tour showcasing waste reduction. Those who have toured it have really enjoyed the experience and have said they learned a lot about the waste stream and opportunities to reuse and recycle clothing and household goods. Are there some good dates in the coming weeks for us to give you a tour? Thanks again. James James Allen Director of Government Affairs TVI, Inc. Savers Value Village Village des Valeurs 11400 SE 6th Street, Suite 220, Bellevue, WA 98004 P: (425) 456-1781 M: (206) 330-6713 E: jallen@savers.com www.savers.com From: To: Date: Subject: Marty Loesch Webb, Mike (ATG) 8/16/2017 2:11:40 PM Savers Mike Thanks for the time yesterday. I know these are busy days. I spoke with the folks at Savers. They plan to set up a substantive conversation with the attorneys with whom they have been interacting and will follow up with a request to bring a couple of their charity partners’ CEOs and the Savers’ CEO to a discussion with the Attorney General. I am optimistic that a mutually agreeable resolution can be reached. In the meantime, let's keep in touch. Let me know if I can be of any assistance. Marty Martin C. Loesch Partner Insight Strategic Partners, LLC 911 Pine Street Suite 704 Seattle, WA 98101 (360) 202-6366 Marty@InsightStrategicPartners.com www.insightstrategicpartners.com From: To: Date: Subject: Attachments: Marty Loesch Webb, Mike (ATG) 10/24/2017 11:07:06 AM Saver discussions Slides for October 12 Meeting (sent to AG's Office 10-13-17).pdf Mike – Great to talk with you on Friday. Thanks for considering further discussions. Your team has the attached deck, but I thought I would make sure it got to your attention as well. Let me know how you would like to proceed. I remain optimistic about potential constructive resolution. Marty Meeting Regarding Investigation of Washington Attorney General (11:11er value village SHOP. REUSE. REIMAGINE. Today’s Meeting – Overview § Goals for Reaching Resolution § Response to NERA Survey and Report § Response to AG’s August 2017 Proposal § Value Village Settlement Offer 2 Confidential and for Settlement Purposes Only, ER 408 Goals § Reach conclusion to three-year investigation § Present a path to resolution aligned with initiatives of AG’s Office § Protect and support charities Ø Avoid injuring relationships between charities and their donors and negative impacts to charities’ important funding source § Continue to ensure full disclosures under RCW ch. 19.09 3 Confidential and for Settlement Purposes Only, ER 408 Value Village in Washington State § Washington-based company for over 50 years Ø Operates 20 Value Village stores in Washington Ø Over 1,600 Washington employees Ø Generates over $9 million in annual tax revenues in Washington (2016) § Puget Sound Business Journal, 2015 Economic Opportunity Corporate Citizenship Award § Seattle Business Magazine, 2016 Community Impact Award Social Entrepreneurship 4 Confidential and for Settlement Purposes Only, ER 408 Value Village Sustainability Leadership in Washington State § Diverted more than 46 million pounds out of Washington State’s waste stream and more than 700 million pounds overall, in 2016 alone. § Industry leader in waste reduction, reuse and recycling. Ø Partner & Sponsor of King County Threadcycle program Ø Member, Department of Ecology Waste 2 Resources Advisory Committee Ø Winner, 2017 Washington Recycler of the Year - Reuse, Washington State Recycling Association 5 Confidential and for Settlement Purposes Only, ER 408 Value Village Partnership With Washington Charities § Long-term partner with leading Washington charities § Paid over $122 million to Washington charities in last 10 years, including (for 2009-2014, see March 9, 2015 CID response Interrogatory No. 7): Ø $35.4 million to Northwest Center Ø $22.5 million to Arc affiliates in Washington Ø $11.9 million to Sight Connection Ø $5.7 million to Big Brothers Big Sisters of Puget Sound § Payments to charities more than four times greater than Value Village profits in Washington 6 Confidential and for Settlement Purposes Only, ER 408 Washington Charities’ Statements about Value Village “‘Our partnership with Value Village has given Northwest Center a sustainable source of funding that lets us design original and impactful programs for the community. … [F]or years Value village has hired employees for their stores with disabilities through Northwest Center. … As the partnership continues to grow, so will Northwest Center and Value Village’s ability to make a positive impact throughout WA State.’” http://www.nwcenter.org/our-blog/celebrating-50-years-of-partnership “This is an incredible component of our revenue stream as it brings in dollars that are not restricted in terms of how we spend them.” …“What’s great about Savers is that we’re not in the retail business, and we don’t want to be in the retail business.’” This bond between BBBS Puget Sound and Savers goes beyond hauling goods, dropping off goods and cutting checks. Each organization has a history of assisting each other with volunteer projects.” http://www.triplepundit.com/special/rethink-reuse-savers/thrift-store-partnership-savers-big-brothers-big-sisters/ 7 Confidential and for Settlement Purposes Only, ER 408 Leading Washington Nonprofits Support The Value Village Model “We are concerned that the fundamental equity of our relationship with Savers may be challenged . . . . [T]he relationship has represented significant benefit and substantial resources to NWC, both in funds received as well as positive publicity.” - Robin Krueger, CFO, Northwest Center Letter to AG’s Office, 9/7/16 “Without the critical revenue generated through these donations, we would serve far fewer people who live with blindness and vision loss, severely limiting our ability to help them adapt, learn and thrive in their daily lives.” 8 - Shannon Grady Martsolf, President/CEO, SightConnection Confidential Letter to AG’s Office, 7/21/16 and for Settlement Purposes Only, ER 408 “I stand firm behind our long-term partnership with Value Village. The revenues generated from this operation are a tremendous boost to the funds needed to provide high-quality, 1-to-1 mentoring to youth facing adversity.” - Louis Garcia, CEO & President, Big Brothers Big Sisters of Puget Sound Letter to AG’s Office, 8/3/16 “We are so appreciative to have Value Village be our longtime contractual partner to help financially offset the fluctuations in contracts with public funds and donations.” - Sue Elliott, Executive Director, The Arc of Washington State Letter to AG’s Office, 9/6/16 Washington Charities’ Support of Value Village 9 Confidential and for Settlement Purposes Only, ER 408 Charity Partners’ Support of Value Village § Charity partners offer unflagging support of Value Village § The model of Value Village purchasing donated goods from charities has worked well for decades § They have emphasized the importance of their relationships with Value Village § Savers urged the AG’s office to communicate directly with charity partners to appreciate their views. Charity partners want to be heard. Ø Understand the AG’s office did contact Northwest Center, but not others 10 Confidential and for Settlement Purposes Only, ER 408 Response to Report of NERA Economic Consulting value village SHOP. REUSE. REIMAGINE. Response to NERA Report & Survey § Misunderstanding of Value Village business model § Misleading and inaccurate statements and terms § Non-representative and incomplete information § Leading to unreliable and unsupport results and conclusions 12 Confidential and for Settlement Purposes Only, ER 408 NERA Survey & Report: Misunderstanding of Value Village Business Model Items Misstated in Survey & Report 13  Donors do not donate used goods to Value Village  Value Village does not donate money to charities  Value Village does not pay a portion of retail sales price to charities Facts  Donors donate used goods to a charity at Value Village  Value Village purchases used goods from charities  Value Village pays charities in bulk to purchase all product, regardless of whether it sells or not Confidential and for Settlement Purposes Only, ER 408 Misleading, Inaccurate Terms & Statements Donors do not donate used goods to Value Village § Respondents were asked about their likelihood of, and reasons for, “donating to Value Village” (Survey: Slides 23, 25, 46, 47, 48, 50, 51, 53, 54 & 55; Report: Paragraphs 7, 8, 9, 10, 14, 20, 22, 31, 32, 34, 36, 37, 41 & 44; Tables 2 & 5) § Respondents were asked about “donations to any charitable organizations”, and then asked to select from a list including Value Village as a charity (Survey: Slides 10, 11, 12, 14, 15 & 16) § Respondents were asked whether “the fact that Value Village is a charity” influences their habits (Survey: Slide 48) § The Report refers to “respondents who mistakenly believed that they were donating directly to the charity,” demonstrating a fundamental misunderstanding and misrepresentation of the Value Village commercial fundraiser model (Report: Footnote 9) 14 Confidential and for Settlement Purposes Only, ER 408 Factually Inaccurate Description of Business Model Value Village does not pay a portion of retail sales price to charities § Respondents are required to consider “the amount of money that Value Village gives to its non-profit partners when it sells a donated item …” (Survey: Slides 50 & 51) § Report refers to asking Respondents to “determine how much of the item’s price was provided to a charity” (Report: Paragraph 9) § Report concludes “It is obvious that consumers … were far more likely to believe that the partner nonprofit would receive a substantial percent of the sales price of the item” (Report: Paragraph 40) Value Village does not donate money to charities § Report repeatedly refers to the “amount donated” by Value Village to charities (Report: Paragraphs 9, 29, 47 & 48; Heading C; Table 6). 15 Confidential and for Settlement Purposes Only, ER 408 Non-Representative & Incomplete Information § Survey questions use non-representative examples of used goods sold in Washington Value Village stores (Survey: Slides 38-43). Ø Watch $89.99 FACT: Less than 0.1% of items sell for $89.99 or higher. Ø Dresser $79.99 FACT: Less than 0.1% of items sell for $79.99 or higher. Ø Jeans $12.99 FACT: About 2% of items sell for $12.99 or higher. § Respondents are not told that: Ø 96% of items sold are priced at $10 or lower. Ø The average sales price of items is $3.80. Ø In 2016, Value Village paid charities more than 4 times more than the profit from Washington stores 16 Confidential and for Settlement Purposes Only, ER 408 Incomplete & Out of Context Signage § Respondents are asked to consider one sign in determining the amount paid to charities for items for sale at Value Village (Survey: Slides 33, 39, 41 & 43). § Respondents are not shown the full context of all RCW 19.09 compliant exterior signage, interior signage, brochures and flyers which provide a full explanation of the business model – See Appendix A for full context. 17 Confidential and for Settlement Purposes Only, ER 408 Incomplete & Out of Context Signage § Respondents were shown one sign depicted so that disclosures were illegible. (Survey: Slide 33). 18 Confidential and for Settlement Purposes Only, ER 408 Incomplete & Out of Context Signage § Respondents were not shown any readable version of the many interior and exterior signs presented in stores 19 Confidential and for Settlement Purposes Only, ER 408 Incomplete & Out of Context Signage § Respondents were not shown brochures and flyers given to donors, which fully disclose Value Village’s role and relationships with charity partners, as called for by RCW ch. 19.09. See Appendix for many other examples 20 Confidential and for Settlement Purposes Only, ER 408 Survey Failed to Disclose Relevant Facts § Aside from affirmative misstatements, the survey omitted actual facts about Value Village’s business and support of charities: Ø Value Village pays charities for all goods, including product that is recycled or discarded Ø 75% of donated goods do not sell in stores Ø Charities agree to and support arrangements with Value Village and have done so for decades Ø Value Village paid over $13 million to Washington charities in 2016, over $122 million in the last ten years Ø Model of purchasing donated used goods is industry standard (Note: This was all explained in CID responses but not mentioned in survey.) 21 Confidential and for Settlement Purposes Only, ER 408 Before Survey Misstatements, Respondents Were Overwhelmingly Positive About Value Village Respondents’ unaided answers about Value Village overwhelmingly positive: 22 Confidential and for Settlement Purposes Only, ER 408 Respondents’ Views About Value Village After Survey Misstatements Despite misstatements in the survey to create negative views of Value Village , majority of respondents’ narrative responses remained positive or questioned the survey itself: 23 Confidential and for Settlement Purposes Only, ER 408 Current Status of AG Investigation value village SHOP. REUSE. REIMAGINE. :8 Value Village – Compliance & Cooperation § History of cooperation and communication: Ø 15 year history of transparent communication with AG Office. Ø Ongoing willingness to meet and engage with AG’s staff. § Ongoing compliance with existing laws: Ø Value Village proactively changed its business model (in 2015) to ensure transparency and clarity to consumers (and invited State input as it did so) Ø Registered Commercial Fundraiser Ø Transparent signage and marketing materials Ø Clear RCW Chapter 19 disclosure Ø Employee training program 25 Confidential and for Settlement Purposes Only, ER 408 Savers/Value Village Legal Positions § Washington Charitable Solicitation Act, RCW ch. 19.09 sets forth disclosure and registration requirements for commercial fundraisers Ø For over twelve years, the Washington Secretary of State and AG’s Office concluded Savers was not a commercial fundraiser Ø Since early 2015, Savers has voluntarily registered and fully complied with all disclosure requirements of RCW 19.09 § The State cannot: Ø Dictate business relationships between charities and fundraisers Ø Compel speech by requiring fundraisers to disclose to donors the percentage of donations or revenues provided to charities See Riley v. Nat’l Fed. of the Blind of N.C., 487 U.S. 781 (1988) § AG’s Office claims now are premised on these impermissible grounds 26 Confidential and for Settlement Purposes Only, ER 408 Savers/Value Village Legal Positions Other issues addressed previously (see Appendix C): § From the outset of investigation in 2014, Savers sought to work with AG’s Office Ø AG’s Office declined to identify concerns or practices it challenged, and so Savers acted proactively Ø AG’s Office has not challenged Savers’ current practices or disclosures Ø The State cannot seek monetary recovery when it has no basis for injunctive relief Ø AG’s Office has identified no misrepresentations by Savers/Value Village and no consumer complaints or harm Ø Claims for more than $3 million of civil penalties with no showing of actual harm or loss would violate the Eighth Amendment. 27 Confidential and for Settlement Purposes Only, ER 408 AG’s August 2017 Settlement Offer Compared to Prior Settlements/Awards § AG’s monetary demand of $3.2 million disproportionate compared to other settlements and awards Ø Uber – $40K (for AG’s costs) for sending unsolicited text messages Ø CTL Management – $6K (plus $10K for costs) for illegal lease addendum Ø Mandatory Poster– $1.15M for fraudulent mailer to 80,000 businesses § Value Village: Ø No affirmative misrepresentations Ø Fully compliant with state laws and requirements, RCW ch. 19.09 Ø Consumer/donor complaints remain virtually non-existent 28 Confidential and for Settlement Purposes Only, ER 408 Value Village Offer of Settlement value village? SHOP. REUSE. REIMAGINE. 69 Better Approach to Resolution is Collaborative § This matter ill-suited to a typical settlement of CPA claims § Better approach here is to establish a collaborative partnership of the State, Value Village and charity partners, which would benefit: Ø AG’s Office – Furthering policy goals and announcing that partnership formed at AG’s behest Ø Charity Partners – Preventing harm to funding sources and charities’ relationships with donors and the community Ø Consumers & Donors – Ensuring ongoing transparency regarding Savers/Value Village business model Ø All Parties – Avoid expense and risks of litigation and possible legal restrictions on future actions of AG’s office 30 Confidential and for Settlement Purposes Only, ER 408 Value Village – Offer of Settlement § Value Village will pay $200,000: Ø Donate $150,000 to Environmental Charity: Washington State University Research Program ‘Recycling Cotton Waste to Produce High Quality Regenerated Fibers’ or similar organization Ø Pay $50,000 to WA AG: For attorneys’ fees and costs of investigation § Value Village will continue current transparent disclosure 31 Confidential and for Settlement Purposes Only, ER 408 Appendix A ln-Store Community Donation Center Signage Collateral value village SHOP. REUSE. REIMAGINE. Community Donation Center – Signage & RCW 19.09 Disclosure 33 Confidential and for Settlement Purposes Only, ER 408 Donation Bin – Signage & RCW 19.09 Disclosure Large, clear bin language at Community Donation Center, with Chapter 19.09 RCW Compliant Language at bottom front of bin. 34 Confidential and for Settlement Purposes Only, ER 408 Community Donation Center – Donor Appreciation Card & Disclosure “Donor Appreciation Card” given to charities’ donors clearly states that “donations” benefit nonprofits and that “Shopping at our location does not benefit local nonprofits.” Also includes Ch. 19.09 RCW compliant disclosures. 35 Confidential and for Settlement Purposes Only, ER 408 Community Donation Center – Directional Signage & Disclosure Large sign on store exterior very clearly stating in large print that Value Village is a “for profit commercial fundraiser, accepting donations . . . on behalf of Northwest Center of Seattle, WA” and further listing contact information for the Washington State Secretary of State, per RCW 19.09.100. 36 Confidential and for Settlement Purposes Only, ER 408 Community Donation Center – Directional Signage & Disclosure Large, clear signage stating that Value Village pays a nonprofit for donations. 37 Confidential and for Settlement Purposes Only, ER 408 In-Store – Signage Explaining Business Model Prominent in-store sign notifying shoppers that charity partners sell goods to Value Village. 38 Confidential and for Settlement Purposes Only, ER 408 In-Store – Signage & Disclosure Prominent in-store sign explaining that donations benefit a nonprofit, with disclosure per Ch. 19.09 RCW. 39 Confidential and for Settlement Purposes Only, ER 408 In-Store – Signage & Disclosure Prominent in-store sign explaining Value Village business model, with disclosure per Ch. 19.09 RCW. 40 Confidential and for Settlement Purposes Only, ER 408 Community Donation Center & In-Store – Brochure & Disclosure 41 Confidential and for Settlement Purposes Only, ER 408 Community Donation Center – Flyer & RCW 19.09 Disclosure 42 Confidential and for Settlement Purposes Only, ER 408 Appendix Charity Letters to Office and Other Statements of Support ?9 value village? SHOP. REUSE. REIMAGINE. 44 Confidential and for Settlement Purposes Only, ER 408 ?telus I IIEIFPEI FIE. llage' People of all abilities September 2016 Sarah Shifley Assistant Attorney General Of?ce of the Attorney General Consumer Protection Division Fifth Avenue, Suite Seattle, WA SBIMFSISS Dear Ms. Shifley: This letter is in reference to the 49 year relationship between Northwest Center and Saversf?v'alue 'v?i loge related to the collection and sale of donated goods. As you may know Northwest Center was founded in 1955 by parents who refused to institutionalize their children with developmental disabi itles or aocept the prevailing notion that their children couldn't be taught. ThEy hired their own teachers to develop education programs targeted to special needs and found that their children could indeed learn. That was only the ?rst step. Still frustrated that children with disabilities weren?t accepted in public schools, these parents authored and won approval of civil rights legislation that opened the doors of Washington State schools to all children?with no exceptions. The Education for All Act was the ?rst such law in the nation and served as the model forfederal legislation. Northwest Center continues that work today by creating inclusive environments for people of all abilities through education and work opportunities. In 196?, Northwest Center was approached by Savers founder Bill Ellison to supply the ?rst value v'illage store in Seattle. Since then, the business relationship between Northwest Center and Savers has resulted in a continuous, reliable and growing source of unrestricted funds, which has allowed Northwest Center to serve thousands ofchildren, adults and families touched by disabi ities. The scope of collection of clothing and household goods has grown as Savers opened additional stores in the Puget Sound region and contracted with NWC to supply them. In 1992 Savers opened a Value village store in Yakima, and Northwest Center began supplying the ?r'aklnna store in the same year. In NWC agreed to collect goods for sale to value village in the Spokane market, where Savers wanted to open a third store. Currently, NWC operates in three markets to supply ?v?alue ?v'illage stores: Puget Sound, "t'akima, and Spokane. "1 Page . a: w. MarginalWav s. or to Hon aoeas Seattle. wAsatca . No l'thWESt CE "tar wane: 205-135-9143 a- rag; nvrcenterorg 45 Confidential and for Settlement Purposes Only, ER 408 69 value . IIEIFPEI FIE. village We are concerned that the Fundamental equity ofour relationship with Savers may be challenged. Throughout our business relationship, NWE has sold toast. of its collected donations to Savers, pursuant to a series of purchase and sale agreements which were regularly negotiated on an ann?s length basis. We have negotiated these agreements over the years with the assistance of highly quali?ed professionals as this is a critical funding element to our organization. No business relationship perfectly reflects the interests of the parties and both NW1: and Sayers has compromised in its contract negotiations over the years. At the same time, the relationship has represented significant bene?t and substantial resources to NWC, both in funds received as well as positive publicity. We receive payments from Savers under our negotiated contracts in each of the regions we serve based on two models: delivered product for which we provide collection, pick?up and delivery services and on-s "rte donations which are donated by consumers at various store locations. With respect to delivered product, we have received pricing from Sayers which allows us to cover our costs of oollection, pick-up and delivery and generate significant excess funds to support our services. The precise pricing and structure has evolved over time, but we believe we received the best price available forthe donations we collected and delivered. Prior to ?ctober 2e15, these goods were said based on a blended price which we believe fairly compensated us for all goods delivered. With respect to on-site donations, we were compensated based on our proportional deliveries to Savers stores within our immediate region. We be ieve this arrangement was also fair and equitable. If our overall collections In the region increased, we received an increased share of the general donations. We believe that our arrangements with Savers were professionally structured, served our interests, and served our community and our constituencies. Sincerely, ?M/agi ftobin Krueger, CPU 60- Northwest lCenter Big Brothers Big Sisters of Puget Sound 46 Confidential and for Settlement Purposes Only, ER 408 Big Brothers Big Sisters of Puget Sound 47 Confidential and for Settlement Purposes Only, ER 408 48 Confidential and for Settlement Purposes Only, ER 408 did? i" I llage I Julv 21,3116 Sarah Shiflev Assistant Attornev General Office of the Attornev General Consumer Protection Division Bill] Fifth Avenue, Suite anon Seattle, WA 931344183 Dear Sarah, I am writing this letter to articulate SightConnection's understanding of its relationship with For more than thirty vears we have used the proceeds from the sales of contributed items to our organization to help underwrite our mission-based programs. Without the critical revenue generated through these donations, we would serve far fewer people who live with blindness and vision loss, severelv limiting our ability to helpthem adapt, learn and thrive in their daily lives. In our contractual experience with Savers, prior to the changes implemented in October 2015, SightConnection was aware of and agreed that the remuneration included in our agreement with Savers covered, in the aggregate, hard goods, soft good and other large items. We also understood that the shared market concept was equitable ind? connection living well with vision loss Sill-El Third Ave NE Sea: e, 95115-202? 206-525-5556 lAit 206-525-0422 bill son-4534333 tram: infodSightConnectionDrg vars SightConnectionorg Enhancing the ability of people with vision IDSs to lead active, irldEpErident lives. among charities. For example, if I asa charitv generated 13% ofthe total delivered volume of goods, then our understanding was that SightConnection would receive pavment for an 13% share of the items donated directlv at the 1v'alue 1village locations in the greater Seattle service area. As good stewards of our donor?s intent, we publiclv acknowledge we partner with Savers on our donor receipts, in signage at our Northgate and locations, in other promotional materials and on our website. ?/Keew?f? non Eradv Mart PresidenthED SightConnection 206.104.5163 Sightconnectionorg 49 Confidential and for Settlement Purposes Only, ER 408 ?15 5-H 5E. PEIHAEIH E. value vi llage" The Al? C. Achieve with us. Washington 5 tote For people with intellectual and developmental disabilities September 6, 2016 Sarah Shi?ey Assistant Attorney General Of?ce of the httomev General Consumer Protection Division 800 Firm Avenue, Suite 2000 Seattle, WA 98104-3183 Dear Ms. Shifiey: On behalf of The Arc of Washington State, I am writing to share our experience with Value Wllage. The Arc is a nonpro?t organization that was formed in 1936 by parents who had a child with an intellectual disabilitv. The purpose than as it is now, is to help children and adults with developmental disabilities have a better life. We do this through information, education and advocacy for individuals, families, citizens and elected of?cials. One of the several funding sources we utilize to ful?ll our mission is through our contract with Value village. We have had over a vear working relationship with this corporation. During this time we have been well aware and agreed to being paid for both miscel and cloth thru a blended rate. We also were aware and appreciate the 050 anangement that provides a steady ?nancial stream. Managing a nonpro?t agency in these turbulent ?nancial times is a challenge. We are so appreciative to have Value Village be our longtime contractual partner to help ?nancially offset the ?uctuations in contracts with public funds and donations. 50 Elliott, Executive Director Select Websites http://www.triplepundit.com/special/rethink-reuse-savers/thriftstore-partnership-savers-big-brothers-big-sisters/ http://www.nwcenter.org/50ways.html 50 Confidential and for Settlement Purposes Only, ER 408 Select Websites http://www.nwcenter.org/our-blog/a-partnership-vision 51 Confidential and for Settlement Purposes Only, ER 408 Appendix Legal Slides (From 9/8/16 Meeting) ?9 1525555 ?31999 Legal claims the AG proposes would be unprecedented and contrary to the law The AG’s proposed claims are flawed for several reasons: 1. The AG cannot seek monetary recovery when it has no basis to invoke a court’s equity jurisdiction for injunctive relief. 2. The AG cannot establish a claim under the CPA, RCW 19.86.020, .080, without proof that a challenged practice was material and would mislead “a substantial portion of the public.” public 3. The AG cannot pursue a claim for injunctive relief that violates First Amendment protections against compelled speech. 4. The AG’s apparent theory that it can demand civil penalties with no proof of actual harm raises serious due process problems. problems 53 Confidential and for Settlement Purposes Only, ER 408 AG’s proposed claims contrary to law – No basis for injunctive relief or equity jurisdiction § The AG may bring suit to “restrain and prevent” unfair or deceptive acts. RCW 19.86.080. § The AG is prohibited from bringing claims for damages. “The relief available in a [CPA] action by the state is entirely equitable.” State v. State Credit Ass’n, Inc., 33 Wn. App. 617, 621 (1983). § “Restitution is incidental to injunctive relief … and civil penalties are available once the court’s equity jurisdiction is invoked.” Id. at 622; see also State v. Ralph Williams Nw. Chrysler Plymouth, Inc. 82 Wn.2d 265, 278 (1973) (AG can seek civil penalties in a suit if its request for an injunction is “initially proper[]”). § No Washington case has permitted the AG to obtain civil penalties when it has no basis to obtain an injunction or invoke a court’s equity jurisdiction under RCW 19.86.080. § The AG has no grounds to seek injunctive relief here; demanding an injunction to “do what you’re doing” is improper. § The AG therefore has no grounds to seek untethered civil penalties tantamount to unproved damages. 54 Confidential and for Settlement Purposes Only, ER 408 AG’s claims contrary to law – No evidence of materiality or substantial consumer harm The AG must prove that: § an alleged deceptive act or practice had a capacity to deceive “a substantial portion of the public,” Hangman Ridge Training Stables, Inc. v. Safeco Title Ins. Co., 105 Wn.2d 778, 785 (1986). § a representation was of “material importance,” State v. Kaiser, 161 Wn. App. 705, 719 (2011). § and would mislead a “reasonable consumer,” Rush v. Blackburn, 190 Wn. App. 945, 963 (2015). § “The state must at least demonstrate that [a defendant’s] actions have a reasonable possibility of causing harm [and otherwise] its CPA claim cannot stand.” State v. Pac. Health Center, Inc., 135 Wn. App. 149, 173-74 (2006). Given that the AG has provided no evidence that any consumer was confused or allegedly deceived, it is unclear how the AG can show materiality or deception of a substantial portion of the public. 55 Confidential and for Settlement Purposes Only, ER 408 AG’s claims contrary to law – Proposed terms that are unconstitutional The Supreme Court has long held that charitable solicitations are protected under the First Amendment and state authorities may not: § Dictate or limit terms between charities and commercial fundraisers, or § Compel speech by requiring fundraisers to disclose to donors the percentage of donations ultimately provided to charities. Riley v. Nat’l Fed. of the Blind of N.C., 487 U.S. 781 (1988). The AG’s July 7, 2016 proposal violates constitutional principles by demanding that “VV disclose” to customers in stores “the bulk purchase price it pays to the charity.” § TVI-Savers fully discloses contractual relationships with charity partners to the Secretary of State; information that is publicly available and complies with the Charitable Solicitations Act, RCW ch. 19.09. 56 Confidential and for Settlement Purposes Only, ER 408 AG’s claims contrary to law – AG’s claims for $5M with no proof of harm violates due process The AG’s claim for $5,000,000 in civil penalties with no proof of actual harm or loss of any consumer raises serious constitutional problems. § AG-requested civil penalties under the CPA so disproportionate to actual restitution would violate the Eighth Amendment excessive fines clause. See United States v. Bajakajian, 524 U.S. 321 (1998). § Such claims also would violate due process under precedents holding that punitive damages may not be grossly disproportionate to actual damages. See BMW of N. Am. Inc. v. Gore, 517 U.S. 559 (1996). § The Washington Supreme Court has recognized (though not yet ruled) on these issues. State v. WWJ Corp., 138 Wn.2d 595 (1999); see also id. at 608 (Guy, C.J. dissenting). No reported Washington case has permitted the AG to recover civil penalties with no grounds for injunctive relief, no claims of restitution, and no showing of actual harm to any consumer. 57 Confidential and for Settlement Purposes Only, ER 408 From: To: Date: Subject: Esquibel, Shane (ATG) Marty Loesch 12/1/2017 10:28:01 AM RE: Savers Hi Marty, Just checking to see if you have some available dates. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Monday, November 27, 2017 11:27 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Savers Shane Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty From: To: Date: Subject: Marty Loesch Esquibel, Shane (ATG) 12/1/2017 10:37:07 AM Re: Savers Hi Shane & Mike I met with the Savers folks yesterday. They were making calls to confirm availability of charity CEOs to come to a meeting and, as you might imagine, had a kind of crazy grid for when various people are available. I'm in front of my headlights a bit, but the date that looked like it was a possibility was 12/18. I'm waiting now for confirmation from them on the results of the afternoon's outreach. One item they raised consistent with the discussion that you and I had, Shane, was that they honestly do not feel like they have a clear understanding of the current demand. Do you think it would be possible to share an update from the last demand (July 2016) that they could respond to if we succeed in pulling a meeting together? Having something specific to respond to both in demand and clarity around the claims they are likey to see if litigation ensues would make a meeting most productive. What do you think? Marty From: Esquibel, Shane (ATG) Sent: Friday, December 1, 2017 10:28:01 AM To: Marty Loesch Cc: Webb, Mike (ATG) Subject: RE: Savers Hi Marty, Just checking to see if you have some available dates. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Monday, November 27, 2017 11:27 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Savers Shane Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty From: Marty Loesch To: shanes@atg.wa.gov Webb, Mike (ATG) Date: 12/6/2017 12:17:23 PM Subject: Fwd: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Shane and Mike Will you or another senior representative of the office be able to attend a meeting with the CEOs on Friday? Marty From: Grant, James Sent: Wednesday, December 6, 2017 12:05:43 PM To: Nelson, John (ATG) Cc: Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG); Marty Loesch Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. John, Can you explain why you’re insisting that a meeting with CEOs of TVI and two of Washington’s most prominent charitable organizations must occur within two days? Over the course of the AG’s now three-year-long investigation I can count upwards of a dozen times we asked to meet with your office and you demurred and postponed the meetings, often for months. At the outset of this process, Sarah Shifley (who was then acting as lead counsel for your office) committed that the State would not file suit against TVI without providing advance notice of the suit and your claims. I said that TVI didn’t want to be blindsided by a lawsuit, and she responded, “that’s not how this office operates.” I assumed then – and still assume now – that the AG’s office lives up to its word. Moreover, three years in and despite numerous requests, we still have no idea what claims the AG believes it may have (see my letter of yesterday’s date). I would appreciate it if you would explain why all the urgency now. If your office is unwilling to cooperate in setting a mutually convenient date for the meeting, the only time in the two-day window that could work is Friday morning. I will give you a call to follow up on this note and, if necessary, to address arrangements and logistics, including to identify who from the AG’s senior staff will attend the meeting. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Wednesday, December 06, 2017 9:30 AM To: Grant, James Cc: Forgette, Kathleen; Rupert, Jeffrey (ATG); Corduneanu, Natalia (ATG) Subject: RE: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. JimI have reviewed your letter and its various attachments. As I mentioned in my letter to you dated November 22, 2017, even though the parties’ respective settlement valuations are far apart, and ongoing settlement talks would not appear to be productive, the State is nevertheless willing to keep communications open. Accordingly, we are willing to meet with your client and its various charity partners in person or via conference call. However, any such meeting must occur between now and Friday the 8th. Feel free to reach out to me if you wish to set up a meeting. Thanks, John John A. Nelson Assistant Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 (206) 389-3842 johnn2@atg.wa.gov From: Forgette, Kathleen [mailto:KathleenForgette@dwt.com] Sent: Tuesday, December 05, 2017 12:02 PM To: Nelson, John (ATG) ; Rupert, Jeffrey (ATG) Cc: Grant, James Subject: Correspondence from Jim Grant; Investigation of AG's Office Concerning TVI, Inc. Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Good afternoon, Attached hereto please find correspondence from Jim Grant, as well as referenced attachments. Please let me know if you have any issues opening the attached documents. Thank you, Kathleen Forgette Davis Wright Tremaine LLP Legal Secretary to Jim Grant 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8702 Fax: (206) 757-7700 Email: kathleenforgette@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: To: Date: Subject: Esquibel, Shane (ATG) Marty Loesch 12/1/2017 11:05:24 AM RE: Savers Hi Marty, I will check with the team and get back to you. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Friday, December 1, 2017 10:37 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Re: Savers Hi Shane & Mike I met with the Savers folks yesterday. They were making calls to confirm availability of charity CEOs to come to a meeting and, as you might imagine, had a kind of crazy grid for when various people are available. I'm in front of my headlights a bit, but the date that looked like it was a possibility was 12/18. I'm waiting now for confirmation from them on the results of the afternoon's outreach. One item they raised consistent with the discussion that you and I had, Shane, was that they honestly do not feel like they have a clear understanding of the current demand. Do you think it would be possible to share an update from the last demand (July 2016) that they could respond to if we succeed in pulling a meeting together? Having something specific to respond to both in demand and clarity around the claims they are likey to see if litigation ensues would make a meeting most productive. What do you think? Marty From: Esquibel, Shane (ATG) Sent: Friday, December 1, 2017 10:28:01 AM To: Marty Loesch Cc: Webb, Mike (ATG) Subject: RE: Savers Hi Marty, Just checking to see if you have some available dates. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Monday, November 27, 2017 11:27 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Savers Shane Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty From: To: Date: Subject: Marty Loesch Esquibel, Shane (ATG) 12/1/2017 12:58:51 PM Re: Savers Shane & Mike Schedules are proving difficult. If we extended the rolling agreement, is there a possibility of looking at early January? Marty From: Esquibel, Shane (ATG) Sent: Friday, December 1, 2017 11:05:24 AM To: Marty Loesch Cc: Webb, Mike (ATG) Subject: RE: Savers Hi Marty, I will check with the team and get back to you. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Friday, December 1, 2017 10:37 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Re: Savers Hi Shane & Mike I met with the Savers folks yesterday. They were making calls to confirm availability of charity CEOs to come to a meeting and, as you might imagine, had a kind of crazy grid for when various people are available. I'm in front of my headlights a bit, but the date that looked like it was a possibility was 12/18. I'm waiting now for confirmation from them on the results of the afternoon's outreach. One item they raised consistent with the discussion that you and I had, Shane, was that they honestly do not feel like they have a clear understanding of the current demand. Do you think it would be possible to share an update from the last demand (July 2016) that they could respond to if we succeed in pulling a meeting together? Having something specific to respond to both in demand and clarity around the claims they are likey to see if litigation ensues would make a meeting most productive. What do you think? Marty From: Esquibel, Shane (ATG) Sent: Friday, December 1, 2017 10:28:01 AM To: Marty Loesch Cc: Webb, Mike (ATG) Subject: RE: Savers Hi Marty, Just checking to see if you have some available dates. Thanks From: Marty Loesch [mailto:marty@insightstrategicpartners.com] Sent: Monday, November 27, 2017 11:27 AM To: Esquibel, Shane (ATG) Cc: Webb, Mike (ATG) Subject: Savers Shane - Thanks for your call this morning. I let Savers know of your willingness to meet and desire to do so soon. They are checking with their charity partners and will let me know available dates asap. There was some concern about ability to align schedules quickly, but will work to expedite. Thanks again. Marty From: Marty Loesch To: shanes@atg.wa.gov Webb, Mike (ATG) Date: 12/5/2017 12:10:44 PM Subject: Concerning TVI, Inc. Attachments: Letter to Nelson 120517.pdf Letter to Shifley, Nelson and Rupert 9-8-16.pdf Exhibit B (Summary of Agreed Terms).pdf Exhibit C (Washington AG Presentation.pdf From Savers, as mentioned in my recent text. Thanks, Marty Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 Jim Grant (206) 757-8096 tel (206) 757-7056 fax jimgrant@dwt.com VIA EMAIL December 5, 2017 John Nelson Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Investigation of the Attorney General’s Office Concerning TVI, Inc. Dear John: Based on recent discussions with your office, I am concerned that there may have been a communication breakdown regarding TVI’s positions in its efforts to resolve and conclude the State’s investigation of TVI. I write on behalf of TVI to reiterate what we have attempted to communicate previously and to clear up any misunderstandings. More specifically, we understand there may be a misimpression about TVI’s willingness to enter an agreement committing to continue the practices it proactively instituted over two years ago, such as registering as a commercial fundraiser; disclosing this in signage and other solicitation materials; paying charity partners a separate price for each category of donations received; designating a single charity partner for each Value Village donation location, and training employees about TVI’s role and required disclosures. In fact, TVI has been and is willing to enter into such an agreement, as we have attempted to convey in several communications with your office over the last two years. By way of background, on July 7, 2016, your office presented a list of twelve “non-monetary terms” concerning TVI’s practices, along with a demand for a settlement payment of $5.1 million. TVI responded in a meeting on September 8, 2016, agreeing to nine of the twelve non-monetary demands.1 We summarized our response to these demands in our presentation 1 TVI objected to two of the State’s non-monetary requests on the basis that they would have compelled speech in violation of the First Amendment, contrary to Riley v Nat’l Fed. of the Blind of N.C., 478 U.S. 781 (1988). TVI also objected to the State’s request that TVI agree “not [to] make false or misleading statements regarding its own employment practices” because there is no basis for such a term. Since the September 8 meeting, you have not pursued these requests and have acknowledged that Riley precludes the State from demanding that TVI make Mr. John Nelson December 5, 2017 Page 2 we made at that meeting, which made plain that TVI would commit to continue (among other things) to:  “pay charity partners for donations received … based on specific pricing for the particular category of … goods”;  “not commingle donations that consumers would expect to be credited to a particular charity with donations creditable to another charity”;  “ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated”;  “not represent that charities are paid based on purchases in stores”;  “register under and comply with … the Secretary of State Charities Program’;  “make all disclosures as required by RCW 19.09.100, including that [TVI] is a commercial fundraiser’;  “train store employees so that they can make all required disclosures”; and  “conspicuously display signage that [TVI] is a commercial fundraiser, registered with the Secretary of State.” For ease of reference, I have attached the presentation on these issues from the September 8, 2016 meeting. Also attached is my letter of the same date, reiterating TVI’s agreement to the non-monetary demands and stating that “TVI is willing to enter into an appropriate agreement with regard to [these] items … committing to continue its practices in these respects.” As an exhibit to that letter, I sent a “SUMMARY OF AGREED TERMS” between the parties, offering “to provide a draft agreement encompassing these terms.” To be frank, since September 2016, we have understood the non-monetary issues about TVI’s former business practices had been resolved. In the September 8, 2016 meeting, we objected to your $5.1 million demand, because, among other things, you had not shown that any Washington consumer or donor was ever misled or harmed. After that meeting, we heard nothing further from your office for almost eleven months, until we met again on August 2, 2017. At that meeting, you presented a revised demand that TVI pay $3.2 million, although you did not provide any explanation or basis for this amount, saying only that it was representations to customers or donors about the specific payments TVI makes to charity partners to purchase donated goods. Mr. John Nelson December 5, 2017 Page 3 “untethered” to any specific claimed violations the State might assert. You did not mention any non-monetary demands. We responded in a meeting on October 12, 2017, in which we pointed out the flaws and fallacies of the NERA survey and reiterated that the parties’ only differences seemed to be about money, since TVI had agreed to continue its current practices and commit to that in an appropriate settlement undertaking. Again, you did not suggest any other or different nonmonetary requests. When we asked you to explain the putative basis for your $3.2 million dollar demand, you said that you were not prepared to do that. Then, most recently, we received your November 22, 2017 letter, rejecting TVI’s offer and indicating that the “State remains open to reasonable settlement discussions,” but “such efforts would not appear to be fruitful.” In this letter, for the first time, you alluded to “current deceptive business practices” by TVI, but with no explanation of what conduct TVI is alleged to be engaging in that in any way violates the Charitable Solicitations Act or any other law. We asked for clarification about what this meant and received no answer. Instead, we were told that a lawsuit is imminent. To ensure we are completely clear, TVI has agreed and agrees today to continue the practices it proactively implemented and has followed since 2015, and will memorialize this commitment as part of a settlement. Until your November 22 letter, the AG’s office has never asserted that any current practice of TVI is inappropriate, deceptive or unlawful in any way. The only issue is and has been the demands of your office for a multi-million dollar payment from TVI. As I believe you know, TVI has asked to meet with senior members of the AG’s office to explain TVI’s responses to the claims made against it, TVI’s important relationships with and support from prominent Washington charities such as Northwest Center and Big Brothers Big Sisters of Puget Sound. The CEOs of these organizations are gravely concerned about the impact that a legal action would have on their ability to support their programming with funds attained through their partnership with TVI—a model that has worked successfully for decades. As they did when they provided letters to your office in 2016 to clarify fundamental misconceptions with this investigation, they remain eager to meet and explain their views of the partnership and model. We proposed such a meeting some time ago and had suggested dates of December 18, 2017, or January 9 or 11, 2018. Yesterday we were informed that any such meeting would have to happen by this Friday, December 8. After your office has spent three years pursuing this investigation, we fail to understand why you would insist that, when prominent members of the non-profit community seek to meet with your office to express their concerns, you insist they must do so on such short notice. If your office is not willing to accommodate a Mr. John Nelson December 5, 2017 Page 4 reasonable scheduling request and will only agree to meet by the end of the week, please let me know. For three years we have attempted to work with your office in good faith to address and resolve any identified concerns, and we remain willing to do so. Sincerely, DAVIS WRIGHT TREMAINE LLP James C. Grant Enclosure cc: Shane Esquibel Jeff Rupert Richard Medway Stefanie Pope Marty Loesch Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 Jim Grant (206) 757-8096 tel (206) 757-7056 fax jimgrant@dwt.com VIA HAND DELIVERY AND EMAIL September 8, 2016 Sarah Shifley John Nelson Jeff Rupert Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Response to Your July 7, 2016 Presentation About Resolution of Investigation of TVI, Inc. Dear Sarah, John and Jeff: On July 7, 2016, you made a presentation about your investigation of TVI, Inc. (“TVI”), and offered a proposal to resolve and conclude the investigation. On behalf of TVI, I asked for a follow-up meeting, allowing us time to fully consider and respond to your positions. Thank you for agreeing to meet with us again on September 8, 2016 (and for accommodating my other commitments and scheduling conflicts). This letter accompanies and supplements our presentation for the September 8 meeting. With this letter, I am providing: (A) letters provided by four of TVI’s charity partners – Big Brothers and Big Sisters of Puget Sound, Northwest Center, Sight Connection, and Arc of Washington – describing their longstanding relationships with TVI, the importance of these relationships for their work in Washington State, and their understandings that TVI has always paid for all donations received on their behalf; (B) a summary of provisions TVI is willing to accept and include in an agreement with the AG’s office; and (C) the slides for our September 8, 2016 presentation. We explained TVI’s response to your July 7, 2016 presentation in our September 8 meeting, and TVI’s positions are spelled out in the attached slides (Exhibit C). I won’t repeat all of that here, but let me summarize. Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 2 A. Agreement Regarding Non-Monetary Terms Your July 7 presentation reflected that the AG has essentially no disagreement with TVI’s current practices and disclosures in Washington (which TVI implemented on its own, although we repeatedly invited input from the AG’s office). Indeed, TVI is willing to enter into an appropriate agreement with regard to ten of the twelve “non-monetary” items listed in your July 7 term sheet, committing to continue its practices in these respects. These agreed terms are summarized in Exhibit B. See also Exhibit C, slides 10-12. Our disagreement about non-monetary terms comes down to a couple of items. For one, you proposed a requirement that TVI disclose in signage and otherwise the “bulk purchase price” paid to charities for each donation. However, as the Supreme Court has held, this constitutes compelled speech in violation of the First Amendment. Riley v. Nat’l Fed. of the Blind of N.C., 478 U.S. 781 (1988). And, in any event, TVI submits its charity partner contracts to the Secretary of State, so the contract payment terms are publicly available in compliance with RCW 19.09. You also proposed a term that “Value Village shall not make false or misleading statements regarding its own employment practices,” but TVI has not done so, and there is absolutely no basis for this request. B. Disagreement Regarding Monetary Demands TVI disagrees with the proposed monetary terms set forth in your July 7 proposal, demanding payment to the State of $4,994,450 for civil penalties and approximately $122,000 for costs and attorneys’ fees (totaling $5,116,450). We believe you have not shown any grounds for a monetary recovery in fact or in law. In the July 7 meeting, you identified two issues that you said formed the basis for your claims and demands against TVI. The first was your contention that TVI allegedly made misrepresentations that it pays charity partners for all goods received from charity partners or donated to them by the public at Value Village stores. But this is entirely true—TVI has always paid its Washington charity partners for all donations, whether the measurements for payments for all goods were based on soft goods (the former practice) or based on separate measurements and rates for soft goods, hard goods and FOLI, respectively (TVI’s present practice). The enclosed letters from TVI’s charity partners (Exhibit A) confirm that there is no dispute on this issue—but rather uniform agreement that TVI has always paid for all donations to its nonprofit partners. There is no basis for the AG to demand civil penalties for representations that were and always have been true. See also Exhibit C, slides 15-19. Second, you challenged TVI’s former practice of designating multiple charity partners as beneficiaries for donations at Puget Sound Value Village stores, i.e., donations at stores Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 3 benefited and were allocated among the five charities based on their respective total donations, and TVI identified a featured charity partner at each store.1 In support of your claim, you provided selective examples of signage in some stores identifying the featured partner. Yet, you failed to note all of the other signs and collateral materials throughout the stores fully disclosing all of the charity partners supported under the former pooled arrangement. See, e.g., Exhibit C, slides 20-22. We do not believe it is appropriate to assert a claim about signage without accurately taking into account all signage and disclosures. C. Legal Challenges to the Action and Claims You Have Proposed Given the record, the Attorney General has no basis to seek injunctive relief, and you mentioned none in your July 7 presentation. Of course, demanding an injunction to direct a party to do what it is already doing is improper. You have also not asserted any claims for restitution of any Washington consumer/donor. More generally, you have provided no evidence that any Washingtonian was ever injured, misled or complained about the practices you have asserted could be the basis for a suit. See, e.g., Exhibit C, slides 23-24. Asserting a case based on a hypothetical “capacity to deceive” with no evidence that anyone was actually deceived or harmed—much less any showing of any actual misrepresentations or that “reasonable consumers” and “a substantial portion of the public” likely were deceived— would be difficult, at the very least. See Exhibit C, slide 25, 27. The action and claims you have posited would also raise substantial questions about the Attorney General’s authority in bringing suit under the Washington CPA and regarding constitutional limits on the AG’s authority. To our knowledge, no Washington case has ever allowed the AG’s office to recover civil penalties for alleged past CPA violations when it has no basis to invoke a court’s equity jurisdiction under RCW 19.86.080. Permitting such a claim would be tantamount to allowing the Attorney General to sue for damages, which the CPA prohibits. Further, a claim for nearly $5,000,000 in civil penalties with no basis for restitution raises serious problems under the Eighth Amendment Excessive Fines Clause and the Due Process Clause of the Fourteenth Amendment. See Exhibit C, slides 26, 29. Claiming $5,000,000 as a punitive remedy based on a premise of $0 in actual harm would rather obviously be excessive and disproportionate. D. Other Issues Concerning TVI’s Long-Standing Cooperation With the AG’s Office and the Important Work of TVI’s Charity Partners Your proposed action presents other issues as well. For one, the AG should take into consideration TVI’s long-standing role in Washington, having been headquartered in the 1 Notably, this pooled approach also was agreed to by the charity partners. Ms. Shifley, Messrs. Nelson and Rupert September 8, 2016 Page 4 state for over 50 years, employing thousands of Washingtonians, supporting initiatives of the Department of Ecology and King County’s Threadcycle program, and providing payments of over $125 million to Washington charities in the last ten years alone. See Exhibit C, slides 2-5. Also, TVI has long cooperated with the Washington Secretary of State’s Office and the Attorney General’s Office concerning its role in supporting charity partners. As you know, this includes several instances over the last ten years when TVI explained its relationships with Washington charities and your office, and both offices indicated that TVI did not need to register as a commercial fundraiser under the Charitable Solicitations Act. See Exhibit C, slide 7. TVI has also cooperated throughout the course of your current investigation, which has now lasted some twenty-one months. From the outset, we asked to meet with you to address any concerns or questions directly, but you refused to do so for eighteen months (until the July 7 meeting). Beginning over fourteen months ago, we notified you in advance of the changes TVI planned to make regarding charity partner contracts, disclosures and other practices, inviting your input. When you declined that invitation, TVI made the changes on its own.2 Most importantly, a suit by the Attorney General against TVI would threaten the support and important work done by TVI’s Washington charity partners, such as Northwest Center’s and the Arc’s efforts to help individuals with intellectual and developmental disabilities; Big Brothers & Big Sisters’ programs to mentor and support at-risk youth; and Sight Connection’s commitment to aid and provide opportunities for the visually impaired. TVI has supported these charity partners with substantial and reliable funding for decades. See Exhibit C, slide 3. These and other charities in the state value their relationships with TVI, as reflected in their letters provided in Exhibit A. See also Exhibit C, slide 4. Put simply, we fail to understand why the Attorney General’s office would think it is in the interest of Washingtonians to bring suit attacking TVI’s support of important Washington charities— and potentially undermining the charities themselves—particularly on the basis of hypothetical (but not actual) claims. 2 Aside from other problems of your July 7 proposal, it seems particularly unfair that a substantial percentage of the civil penalties you demanded (totaling over $2,000,000 as best I could tell, although the basis for and calculations of your demands were not clear) covered the period after June 30, 2015, when we explained the contract and practice changes TVI was planning to make voluntarily and separate from your office’s investigation (and repeating the invitation for input several times thereafter). See Exhibit C, slides 8, 9. Ms. Shi?ey, Messrs. Nelson and Rupert September 8, 2016 Page 5 E. Next Steps to Resolution proposal to resolve this proceeding is set forth in Exhibit B. See also Exhibit C, slides 10-12. We believe this is a fair and appropriate resolution, with TVI agreeing to (1) continue the practices it has voluntarily implemented and you have agreed are proper, and (2) pay costs and fees for your investigation up to June 30, 2015. We are willing to provide a draft agreement to affect this resolution by September 12, 2016. We would also work with your of?ce on an appropriate joint press release. If you do not agree with our proposed resolution, then we request a response within a month?s time, with an opportunity to meet thereafter to address any remaining differences. If such a meeting is needed, it should include senior personnel from both sides?TVI?S CEO would participate, along with one or more representatives of charity partners. Thank you for consideration of response to your July 7 proposal. Thanks, also, for your continued willingness to work toward a mutual resolution to best sustain and build upon decades-long partnerships that annually provide millions of dollars in revenue to many of the state?s most important nonpro?t charities, which, in turn, allows them to further their respective missions, bene?ting thousands of Washingtonians. Sincerely, DAVIS WRIGHT TREMAINE LLP ames C. Grant Enclosure cc: Richard A. Medway Stefanie Pope Exhibit EXHIBIT B SUMMARY OF AGREED TERMS TVI is willing to enter into an appropriate agreement with the Attorney General’s office committing to continue to: • Pay charity partners for donations received on their behalf based on specific pricing for the particular category of donations (hard goods, soft goods, or FOLI (furniture and other large items)). • Ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated. • Ensure that it does not commingle donations among charities. • Not represent that charities are paid based on purchases in stores. • Distribute tax receipts for the charity receiving credit for donations. • Register under, comply with, and cooperate with requests from the Washington Secretary of State Charities Program. • Not use charities’ names or receive donations without their express consent. • Make all disclosures as required by RCW 19.09.100, including that it is a commercial fundraiser and its registration is on file with the Secretary of State. • Train store employees about required disclosures under RCW 19.09.100 (i.e., disclosures described above). • Conspicuously display signage that it is a commercial fundraiser, registered with the Secretary of State. TVI will agree to pay a reasonable amount (not to exceed $50,000) for the Attorney General’s costs of investigation up to June 30, 2015. TVI is willing to provide a draft agreement encompassing these terms within three days. TVI-Savers already complies with and will agree to continue practices, as the AG has requested  Almost all non-monetary terms of the AG’s July 7, 2016 proposal reflect current practices at Washington Value Village stores: • Compensating charity partners for all donations; • Ensuring donations are properly credited to charity partners; • Not representing that charities are paid based on purchases made at Value Village stores; • Disclosing in signage and other materials that TVI-Savers is a forprofit corporation and a registered commercial fundraiser; • Providing tax receipts at store Community Donation Centers for the charity partners benefiting from donations; • Registering as a commercial fundraiser with Secretary of State; • Using charity partners’ names only with express consent; 10 Confidential and for Settlement Purposes Only, ER 408 TVI-Savers complies with and agrees to continue practices (continued) • Make all disclosures as required under RCW 19.09.100, including that TVI-Savers is registered as a commercial fundraiser; • Train store employees to provide information about required disclosures (i.e., that TVI-Savers is registered as a commercial fundraiser and information is available from Secretary of State).  Most of these requests restate long-standing practices of TVISavers (e.g., TVI-Savers has always paid charity partners for all goods donated).  Others reflect TVI-Savers’ voluntarily revised practices (e.g., negotiating revised charity partner contracts).  TVI-Savers is willing to enter into an appropriate agreement with the AG’s office to continue these practices. 11 Confidential and for Settlement Purposes Only, ER 408 Specific requests in AG’s July 7, 2016 proposal to which TVI-Savers agrees Issue Raised in July 7, 2016 AG Proposal 12 Agreed TVI will continue to pay charity partners for donations received on their behalf based on specific pricing for the particular category of donations (hard goods, soft goods, or FOLI)  TVI will continue to ensure that donations of goods are accurately recorded so that the appropriate charity is accurately compensated.  TVI will continue to ensure that it does not commingle donations among charities.  TVI will continue not to represent that charities are paid based on purchases in stores.  TVI will continue to distribute tax receipts for the charity receiving credit for donations.  TVI will continue to register under, comply with, and cooperate with requests from the Washington Secretary of State Charities Program.  TVI will continue not use charities’ names or receive donations without their express consent.  TVI will continue to make all disclosures as required by RCW 19.09.100, including that it is a commercial fundraiser and its registration is on file with the Secretary of State.  TVI will continue to train store employees so they can make all required disclosures.  TVI will continue to conspicuously display signage that it is a commercial fundraiser, registered with the Secretary of State.  Confidential and for Settlement Purposes Only, ER 408 From: Marty Loesch To: shanes@atg.wa.gov Webb, Mike (ATG) Date: 12/5/2017 1:33:37 PM Subject: Re: Concerning TVI, Inc. I've got confirmation from Savers that they and the CEOs of Big Brothers/Big Sisters and NW Center have all made themselves available of Friday morning. Please advise as to what time you and your team might be available to meet. Thanks, Marty From: Marty Loesch Sent: Tuesday, December 5, 2017 12:10:44 PM To: shanes@atg.wa.gov; Mike Webb Subject: Concerning TVI, Inc. From Savers, as mentioned in my recent text. Thanks, Marty From: To: Date: Subject: Marty Loesch shanes@atg.wa.gov 12/5/2017 8:17:25 PM Re: Concerning TVI, Inc. Hi Shane Because time is short, any help you can offer confirming your availability for a meeting Friday morning would be greatly appreciated. The charity CEOs have moved calendars around to meet this deadline. (In showing my last full measure of devotion, I even moved back flights for my daughter and I to go to her lacrosse tournament in Las Vegas!) Thanks for your help, Shane. Marty From: Marty Loesch Sent: Tuesday, December 5, 2017 1:33:37 PM To: shanes@atg.wa.gov; Mike Webb Subject: Re: Concerning TVI, Inc. I've got confirmation from Savers that they and the CEOs of Big Brothers/Big Sisters and NW Center have all made themselves available of Friday morning. Please advise as to what time you and your team might be available to meet. Thanks, Marty From: Marty Loesch Sent: Tuesday, December 5, 2017 12:10:44 PM To: shanes@atg.wa.gov; Mike Webb Subject: Concerning TVI, Inc. From Savers, as mentioned in my recent text. Thanks, Marty From: Morton, Keith To: Haggerty-Shaw, MaryBeth (ATG) Shifley, Sarah (ATG) Date: 1/15/2016 3:51:00 PM Second Portion of Responses to the Attorney General’s Second Civil Investigative Demand to Subject: TVI, Inc., dated October 15, 2015 Attachments: Shifley-Shaw Letter Re 2nd Half of 2nd CID 011516.pdf TVI's Further Responses to Second CID 011516.pdf Contract Registration - Arc of SW Washington.pdf Attached please find a letter from Jim Grant enclosing TVI’s responses to the second half of the Second Civil Investigative Demand, dated October 15, 2015 (“Second CID”) and TVI’s recent submission to the Secretary of State’s Office registering the revised contract between TVI and The Arc of Southwest Washington. Keith Morton Davis Wright Tremaine LLP Legal Secretary 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8444 Fax: (206) 757-7700 Email: keithmorton@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 James Grant 206-757-8096 tel 206-757-7096 fax jimgrant@dwt.com VIA EMAIL AND HAND DELIVERY January 15, 2016 Sarah Shifley Mary Beth Haggerty-Shaw Office of the Attorney General Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 Re: Second Portion of Responses to the Attorney General’s Second Civil Investigative Demand to TVI, Inc., dated October 15, 2015 Dear Ms. Shifley and Ms. Haggerty-Shaw: Enclosed are TVI’s responses to the second half of the Second Civil Investigative Demand, dated October 15, 2015 (“Second CID”). Per our agreements, TVI responded to the first half of the Second CID on December 14, 2015. These responses address Interrogatories Nos. 1922, 24-27, 30-32, 38 and 39, and Document Requests Nos. 9-12. In addition, TVI has again responded to Interrogatory No. 23 as you amended it in your December 18, 2015 letter. We will provide a disk with the additional documents we are producing, hopefully this afternoon. However, our vendor may not be able to complete the processing until too late today, in which case we will deliver the disk Tuesday morning (after the holiday). Finally, also attached is TVI’s recent submission to the Secretary of State’s Office registering the revised contract between TVI and The Arc of Southwest Washington. Sincerely, DAVIS WRIGHT TREMAINE LLP James C. Grant Enclosures Ms. Shi?ey and Ms. Haggerty?Shaw December 14, 2015 Page 2 cc: Sarah Reznek [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] [13a] Dohg Bushess As mm ms mm VALU srons Corporate Of?ces: 11400 SE 60?) Street Suite 220 Beiievue, WA 98004 PO. Box 808 Bel?ievue, WA 98009 425-462-1515 F: 425-45 1-2250 savers. com P: 425-462-1515 F: 425-451-2250 Canadian Store Opera?om: Veins Wage Stores, inc. 7350 Street Bumbx so ma P: 504-540-4916 F: 604-540-6478 vaiuewilagecom mw?agedasvaieurscom Aushaiian Stare Operations: Savers Australia Ply Ltd. 330 Sydney Road Brunsm Victim's. AU 3056 P: 01161-39381-2800 F: 01161-39381-2700 msavers. 00111.81! Savors Recycling, inc. 4101 Indus Dn've E. FITE. A 98424 P: 253-896-0055 F: 253-896-0160 Date: December 31, 2015 SENT VIA UPS NEXT DAY DELIVERY Secretary of State Washington Charities Program 801 Capitol Way South Olympia, WA 98501 Re: Fundraising Service Contract Registration for TVI, Inc. and Arc of Southwest Washington Dear Sir or Madam: Attached please ?nd the following documents regarding the professional fundraising campaigns between inc. and Arc of Southwest Washington. 1. Completed Fundraising Service Contract Registration form for the OSD Purchase Agreement ending February 25, 2017; 2. Completed Fundraising Service Contract Registration form for the ADS Purchase Agreement ending February 25, 2017; 3. Completed Fundraising Service Contract Registration form for the Delivered Product Purchase Agreement ending February 25, 2017; and 4. COpies of the agreements listed above. Please note, on page two of the completed Fundraising Service Contract Registration forms that Arc of Southwest Washington, the Charity partner, signed in the incorrect location. To avoid confusion, David Johnston, Chief Operating Of?cer at Inc., has signed in the space above Section 8. Please contact me if you have any questions or concerns. Kind regards, TWE Julie Delham L. Legal Department Jdelham @savers.com encl. jaa Of?ce of the Secretary of State Corporations Charities Division Charities Program a PO Box 40234 0 Olympia, WA 98504-0234 Phone: 360-725-0378 a Web Address: Email Address: commercialfund sos.wa. av FUNDRAISING SERVICE CONTRACT REGISTRATION FORM - This Box For Of?ce Use Only . Need your registration number? 1? 993 $20 Due: Before campalgn commencement Search El Expedited Service $50 (optional) UNDRAISING SERVICE CONTRACT REGISTRATION CHARITABLE ORGANIZATION GENERAL INF ORNIATION (Section I) Charitable Organization?s Name Arc of Southwest Washington Charitable Organization?s Registration Number 279 Phone 360-254-1562 Charitable Organization?s Mailing Address PO Box 2608 City Vancouver State Zip Code 98668 Email Charitable Organization?s Federal ID (Nine digits) 91 - 0759016 ii COMMERCIAL FUNDRAISER REPRESENTATIVE RESPONSIBLE FOR UNDRAISING IN WA (Section 2) :Indlvidual? 5 Name Tony Shumpert, Vice President he individual listed does not need to be physically located in WA, but should be an owner, of?cer or employee of the commercial fundraiser (not a subcontractor). i TYPES OF SERVICES TO BE PROVIDED BY COMMERCIAL FUNDRAISER (Section 3) Check all that appb) El Entertainment/Special Events El Telephone El Direct Mail El Product Sale El Personal Contact El Internet El Vehicle/Boat Donations El Newspaper/Magazine/Publication El Advertisement/Coupon Books El Email Other Delivered agreement - Purchase of delivered secondhand goods COMMERCIAL FUNDRAISER GENERAL INFORMATION (Section 4) Commercial Fundraiser?s Name Inc. Commercial Fundraiser?s Registration Number 21804 Phone 425-462-1515 Commercial Fundraiser?s Address Mailing 11400 SE 6th Street, Suite 220 City Bellevue State Zip Code 98004 Email legaladmin@savers.com Page 1 FSC Washington Secretary of State Revised 6l2014 Charities Registration Number 279 i TERM DATES (Section 5) 7 Contract Term Begin Date 01/ 03/ 201 6 Contract Term End Date 02/ 25/ 201 7 (Manny) (mm/dd/nyy) or Cl Check if contract is perpetual with no end date Date Services Will Begin Date Services Will End (mm/dd/jryw} 19" a contract contains an auto renewal provision extending its term for a specific length of time, please provide extended term end date above or check box indicating term end date is perpetual. SUBCONTRACTORS UTILIZED IN CONDUCT OF SOLICITATION (Section 6) Each subcontracting commercial ?tndraiser must independently register with the Secretary of State and obtain their own surety bond prior to conducting solicitations in Washington State. Attach an additional sheet if needed. Subcontractor?s Business Name Contact Name Subcontractor?s Registration Number Subcontractor?s Address City State Zip Code Phone Email (Section 7) (Required) Enclose a copy of the signed, written contract/agreement between the charitable organization and commercial fundraiserSIGNATURE (Section 8) V3 Co 0 Met/rs" igning belo he charitable or anization and commercial fundraiser certif that the information rovided is true, mp1 (1 ccwwir knowledge. PM MiG?in?b DIRECTOR- l2!29l?5_ )Siilatu're of commercial qudraiser?s owner or principal of?cer Printed Name Title Date Signature of charity?s President, Treasurer or comparable of?cer Printed Name Title Date ALL SUBMISSIONS ARE SUBJECT TO PUBLIC REVIEW All payments must be received in US Dollars. Make checks payable to: ?Secretary of State. Be sure to sign page 2 before placing in the mail! Send regular mail to: Secretary of State, Charities Program PO Box 40234 Olympia, WA 98504-0234 Send overnight/express mail to: Secretary of State, Charities Program 801 Capitol Way S. Olympia, WA 98501 Have questions? Instructions for this form are available at For further assistance, contact the Charities Program at or call (360) 725-0378 during regular business hours. Page 2 FSC Washington Secretary of State Revised 6l2014 IMPORTANT: Please retain this checklist for future reference. DO NOT RETURN the checklist with the attached form. CONTRACT COMPLIANCE CHECKLIST In addition to a completed Fundraising Service Contract Registration Form, the Washington State Charitable Solicitations Act requires all written contracts to include the following provisions: 7 Both parties are required to comply with the law; 12 Permit of?cers of the charitable organization reasonable access to the commercial fundraiser?s ?nancial records relating to that charitable organization; [j Permit of?cers of the charitable organization reasonable access to the fundraiser?s operations, including without limitation the right to be present during any telephone solicitation; Permits of?cers of the charitable organization reasonable access to the names of all of the fundraiser?s employees or staff who are conducting fundraising or solicitations on its behalf; [j Specify the amount of raised funds that the charitable organization will receive or the method of computing that amount; gSpecify the amount of compensation of the commercial fundraiser or the method of computing that amount; Indicate whether the commercial fundraiser?s compensation is ?xed or contingent; EfTerms relating to the amount, or percentages of amounts, to inure to the charitable organization; [Zi/Terms relating to limitations placed on the maximum amount to be raised by the fundraiser, if the amount to inure to the charitable organization is not stated as a percentage of the amount raised; Specify the costs of fundraising that will be the responsibility of the charitable organization, regardless of whether paid as a direct expense, deducted from the amounts disbursed, or otherwise; ?Specify the manner in which contributions received directly by the charitable organization, not the result of services provided by the commercial fundraiser, will be identi?ed and used in computing the fee owed to the commercial fundraiser; B/Specify which party will maintain the donor list; and Iii/Identify by name any entity, other than the contracting commercial fundraiser, to which any of the total anticipated fundraising cost is to be paid g. subcontractor) and indicate whether any principal of?cer or owner of the commercial fundraiser (or a relative by blood or marriage thereof) 8 an owner or of?cer of the entity. Please review RC 9. 09.] 00 for disclosure requirements and the conditions applicable to solicitations. '11 Washington Secretary of State Revised 62014 This DELIVERED PRODUCT BELWERED PRDBU AGREEMENT (BUIIKPARTNER) AGREEMENT (the ?Agreement?) a" mall's e?'eehve as at the Commit Bate (as sat forth Schedule hy- arid hethreen the Seller and the Buyer {as thas'e parties are rdenh?etl mSchedule-A Stellar-1s a. non-pm?t Eternal. Reveati'e Code Section 501(c)(3) tax-exempt ohantahle organisahen mgistereri' 111 the Geographical Areas {as de?ned mSchedale A), that solreits .. hits ofl-l?retiaet {as defmerliir: Section 16.) hem this general public lathe Geegraphical Area's.- Seller desires. to. sell the: hmdaet. ta Bayer, ta gamete revenue is ?red Seller 1'1" . for-1. (as de?ned in Schedule A3;Bu31er desires to hay Product has Seller-i- as potential sale? to eetarl anti wholesale customers 511th to t?he terms of this Agreement S'eller- agrees to sell all Preheat. received 111;. the Geographical Areas. to? says-1am: Bayer egress to parchase? all such Phoduet at the Price set forth in this Agreement. NOW. trite-assess. the parties. agree meatless:- 1. 2'3 Tet-1a. ThiaAgreehieatsha'll is: in area tax are Tana (as de?nes in? Se?h'edg' its-A]. Saleao?hmducteeaarchaseh?ees a. seller: agrees to sell to Buyer; arid. Buyer. agrees to buy hem Seller- all Prodaet hast Seller solicits wives, or becomes possessed of by. virtue of making sohcrtaaons of the public. in the Geographiaal Area (1ng the. Term of this Agreement the foregomg, Seller is not reqair?etl a: sell to Bilyer? Product solicited or received for sonatioii? speci?cally to Seller? 3 prograras associated Seller 11. Mission. h. Buyer will pay Seller the Purchase Price (set- forth' in ?eliedale .A) for all Patoduct received during the Term. The :Purchase Price is the hill oompe?sation te seller for all Product by Bityer from Seller-,- and Bayer and Stiller agree that the Pareha?s?e Price- is fair compensation fer the parehajse efthe Product. 0. Bayer shall make payment to Selle: under this Agreement by the ?rst (.1'st3 Friday oi? each Reporting Rated. (as ?e?rleclz? 111 Section 16) the: Purchase Price applieahle to the preceilir-rg Reportmg Period a. Seller will be responsible for all methods of solicitation at the Product sold to Buyer under this Agreement; ineluditrg but. met. limited to any phone solicitation, drop boilers, attended stations, mail and airline solicitation carried sat by seller (?Chile's lion Activity 11. Seller will mags: Collection Activity" directly and will not acquire Product through third parties or brokers and a?tltoutprior written approval ofBuyea a. Seller agrees that Product sold to Buyer will not come from any source such that the Product may have been previously lire?sorted or previously offered for sale to the general public unless agreed Delivered Product Purchase Agreement {Balk Ran-met) Arc ofSW WA Page 1 of 0 4. ?mumm?ng by Buyer and .SeI-lbr; .Exclud'ed 's'iources inclu?g but are m: limited ta. Buyer my, at S??li?lz?s r?q?est- jor o?mlj?ari??gj general recemmdatwns, 34132106 or mnstii?ta?gg tp-?S?il?r ?21.an duf- ?a??r?is Q??be?bn whack may be. $2311ch By safer; jig .5gilgg?s $036 disme?om and Buy-?er 'Wi?Jmt be mponsibie fer the of-seue?s Activity-.. Buwmay, Buyer?s discregiongj?rp?iie 3151161" uri?: access wet based. systoms. and Q?ier techmcaimoistto as?istli-Sellermp 1' =pr its. Coliseum .hmrted51313 911.16%- magagiamem? systems) 33mm? Eel-1m PM ?Pi-3m? mm??a?ws ?M??sii?on an Ram?s-website and ??nugh oiher-me?imxas; pick. up sewing m1 'rputiirgi systems ?nancaa' - andmasmmen; nt?bd?at Buyer will have custody of?conh?ibutibns (that 1?s, tEE?Pmduc-t) atith'e tinie ihat $3113! delivers the Pmductt?Buye?. Qualiiy'mid ma?a o??mduet. a, Salim- jaci?a?iv?edges anti 2:32:13 11133? Bliycr, as the independent ??fchaser of. the Product; is ej?ti?ed have, and so ?as qaaiity and quantity requiremants? f0:- Pifodlict', as Set forth in. this Sectian 5. under: h1g1: meaning-?: standal? ma?a-reasonable ?brin-r of'S?lI?i: df'customer o'f?B'uyer' W?uld deem to beamsonable r?a-?s?lable Quality. P?or to the of EachRaepoI-?ting Period; 311ny Win provide Selig: With DBdicated' Delivery Plan for the following Re?or?ng Period. The EDP will pruirjd? Buyer?-3 designation of the weekly dgli?rery volume expected for each designated d?iivery iatatim Each DDP will re?ect a pro-rate pardon of?the V?o'lume Expectation (?as de?ned in Section with necessaxy adjustme?t for Non-Delivery Days, businass- needs, and sale days. Delivcrt?ad Product Purchase Agreement (Bulk Partner) Arc of SW WA Page 2 of 10 d. Sella is; abligala? la de?es: to Buyer paella" of Pradactas deal-lad. by the Buyer ,?t?lath?DIleor Seller 113113: 1 not?:ihE?lelime Expe station:- feta-Went ?10963.- ih aea'def?y- a? mere than ?ve-percent ie aiywei?y ??liireiyaantl M131 delivea'iea'in alliepoaing lieria?. 6.. emailing-Materials. a} Buyer mus?t abia'in Sellai?i.? pnar amen far all signage and} marketmg materials produced-city Buyer eenainiae S??ails' marketing message? the Seller Marks (as de?ii? ?elder) and seller?aaolams S'ol'ely' a: theautaeaa ef'e?tlfaliliag Beater rand .aeejeetio- all if the ether. terms .an (30113160115: af'ihis ?gmemeai Belle: gian?le: ta'B yaralmated nan-'- exalaaiva, nan?assignable ?ght. and Ill-561188 it}: late. Stella?s amine, aim 1930633 (the?lSelIer Marks?) Bayer, agrees (015121: it eh?ll-cnoi-e?le, make, or eater late fer-Bayer "oi'r thiiaam?asany-?ght-to? any of the Marlee; S?ller?s license: gmnta'cl hemmed-dais: nateansii'tute any adamant imam-by 3:611:37, nar- afany graduat?ervice a: athei? activity {if Bayer; [lii3that3'3ay6r hareby woialm ema-ya by ogera?'a?- allay? at otherwise, have to tile-Stiller Leeks mam) ?atmates: alias. seller Mimics by Blasters- and all goodwill" assaciate? therewithmum ia'?i? be?a?t Qf'S'elien- Seller-rezs?enm aadfretaina all right, title andiihterest-lh.axid to {he Seller Marks ?at sail?sh granted t'a Buyer-hereunder Sella-shall and hold Buyer (and. ifs again; ae?zi?t?ltif, employees, af?icts and Mara-llamas agaiiISl any demand, :af?lihbils?ity at midi, arisiag 9111? of or relating to claim With ragpeet ii. any of the Seller Marks prowded by Sane: that: ih?inge .ar viaiafta ta m?m?ge 01' violatejany patent, await, trade; secret?af any ?ux-d pm; and: Seller Will pay all damagesa (mi-lama ?rc?ihnaible a?amey?s feesandinasts incuned by Bayaaprai'i?ati that: Bumiif?mp?y notifies-Seller-in Willing Of all? claim (13) Seller may; in i133 discretion; 616.5: til limit-'01 and conduct the defame: Miller settlement of the claim (pro??ed that seller. Will .nat cement; to the entry af?a. judgment or enter into any sect-lament dial impaitcs?. all Buyer say ?aiilily- or admissian at amngdain'g Without tile prior William {if Bayer); Buyer with satin in animation With the defense and set?emgal?af'suah claim, at Ballet?s 675951153, and (ll-=3 fat galleria ?lst?l?tian, Buyer prompt-iyceasas use aftbe alleged Iih??ingihg Seller Mis?ts. 7. Reports; Audit; EL (3:1 or before the tenth (lath) day? of?cial: Reporting Patiodz: Bayer-f she?ll ptavide: seller with. a report. that'inelade?s the teat Weight a?ffaduat mama. 113::er in thEpracadmg Wiiha Gnarls, Miami and F011 (as alias-gamma. are each de?ned in Section aad. the. Pinth'a'st? Price ta be paid for the arcane: received- by Bayer??j?om Buyer and Sella; agrfe?; ta work caapem?vely ta reseamh, resolve; and..reeah?ile any discrepancy betar?e'erlBayerl'a tecards and Sellerls- record's within ?ve (5) clays: of noti?cation. Discrepancies with signl?t?'am ?nancial impact). (Le, $5990.90 01" water), Will be attracted (by payment by Baye: ta'S?ll?t, a: By Seller to Buyer; as Within ?ve (51) days. Minor discrepancies will be?cai?reetetl oaths next scheduled- paymanl by Buyer to Seller. Either party must notify the other party of any payment withih Sixty (60) days of issuance of- the Rep-cram Pct-lad Report, failing which neither party will have an obligation to rectify any payment diaercpancy. Delivered Product Purchase Agreement (Bulk Partner) Arc of SW WA Page 3 of IO 101 1.1- 12. Ca Dunng?te T?rm 10f en?-fpripne shit assuage assess et?ilcient 10* verify'?lajf Buyer has paid Seller-?th?i?ll?l dueuhder?usAgreement Dusting aha-feral pmodofon? year? assess, Shilephassthe ?ghtasstl?x test, @3st -nbt_ice.to Ewen-re sandihahy?recqiilg QQMems and" other'?tisincss recor?s used tp-?measui-e, hack and heeduntff?r by Buyer. frem Seller. Any ahditsl- will hemhduchdsataBttyer?s sol-pews ether: in? B'eliieVi'se, amai busmesshonrsina mquesfs, an?dWhlusereasonabieeffo?ste assistzhellei? "with earring 9111311113! suehsiidi t. Ex?iil'sive 331$: Seller agrebs hag. ?lming: the; T?rm of this Agreement, it has an sate- an?angem'cnt' with: B?s?r mid gacc?rdisgly- Sal-161 shall not: ii) ?551,112 hrbdust. ass pm ?rm cerporatibn,; is eight? escept giBhys?r listless in writing; as between Buyer aha- Seller; spammicgrisotzsnahsgc en participate in $11? manner in any r?tailsh'tore where any .an?uet which seller mag-reelieit hem a?y'?ouree, 5132111151" Twill hie- sold; in: ?o'??ered: ?fers?s?e so msl?b?d? any what-pi?? e: entity in: any capacity sham-Whilst ?eiate ?ns if sons-2h)? ?ashes er directly.- Aitplieiibl?alsawt Buyer at?w?Mes chasing: the'.- Term ef?nsAgreement, Buyer wilt comply with ail aplilieabie federal, "state- and. local? laws! statutes sellenspresentsi and was-masts . ?rst empty-with Lets a?si W111 ?fth/?e- Bhyer with all seasosnhl'e' and necessary assistssee to. anew-Beyer ts comps? isw; Defht?i: Tern?iha?on. a. Either party may. if: the ?v?rlt of adef?uiti {111133351311 bf 31131 13111111151011. of this Agreement by the 0?1" deliver smite dafi?rswit'hin 11111511]: to cm'e. .saici ear sh std; to? (simply Withth? terms of this Agreement, Failure, t?e coi'reet such default- Wi?li? the] thirty (SD) day care. peribd shall be gietands for imme?iate termination of this Agieement by the next-defaulting party by- written notice to the otherparfy b. Either. party may elect to? We this gleemem for any or no 11338011,. by ?gi?vihg? the .ether party at least sixty (60.) days ?hitch statics of?t?ttii?a?tibn. c. Under all circumstances-1 Bayer'she? pay'thethrehase Price. due under this Agreement to he date. of te?n?inatisn for all Fiestas: meeive'dby Beyer fsem series and {otherwise shah hear. its own costs 311121 expenses assessed with any tennina?eh of its business operations .re sul?iighem 15f his Agreement; Insurance 38?: In?enmily. a, Buyer arid-Selleij-egrw ts maintain .liabitity ?a'n?d on hatheperetions mittenby .3 responsiblh camer licensed" to tie Elisha-$9 hit?he lohehty ojt? heir epm?bne (Silver?sh 511311 ihethhe 133611. Pa?y?s respective obligatiehs and _ehe1?atldris, ine'ludmg equipment, feeilittes an? emjileyees?eqithed to meet each path es' bh??gati?h's seas: this Agreement; b. Bayer and Seller hereby release each ether and their respective sharehelders, directors, o?ieers, listeners, empleyees, agents, or contractors ?emsny claims that are caused by or result ?nin damages that are caused by or- reSuIt risks insured against under any insm?anee policies ear??ed by the respective parties. Warranty. Buyer aolmewledges that Selle: is selling the Precise: to Buyer in an "as is" conditions Seller o?ers to Buyer no warranty with regard to the Product, either expressed or implied, including Delivered Product Purchase Agreement (Bulk Partner) Arc of SW WA Page 4 of 10 1.3-. 14.? 15.. Ei-thsut-riimita?sn my or ?tness for a 1111;111:111: purpose 111319 East 81111] Sellers its. of?ne?; 31111312333263; 1313;. ?13111313131311.3111: 1131913 for any damages indirss?s Emmi, Gaussian-sat or 1111111111116 Essays-E 1 tsei?t' prams: 1111111111311 gas-any Product. or the contents? of 111131513131.- hox, of .othdi" 1011' container shamans is semi-1111113111: Buyer.- ons??estlis?su s_ achnsisd'ge that. an?.i3f?pnet3r?1?f?m0? my be provided is this. Agfee?isut; hashing as? mamais .osnst-imts Yalda?ble; spooii?, 1113613131qu assets zof?thc Into-21121111111913; tdi?gi? catch. pasty with 32th othef: that it shall. sse'sucs Gss?aenti'al. infor?ihtion solely: in ooh'iiec?on with the performance ofthis Agreement, ?3111 ?3 {13.311 3115133 not disclose 'or' otherwise make-3111331311]: at?fd?im ?133; Gamma Mormhtihnsto any othersperson. or eht'ity, applicableiaw; that the remitting party: shah protect such Coh?dottiiai the Same degree Of?alnthatii ?enisas with its-10m and {61) 1111111113011 this. 631131133011 1311? tem?nationof this Agreemsn?t- for ens-335011, any?'w?ttozsiofo?hstioh, ?sts, orma?tsoai smashing any-?Con?d?h?hl womtion, and all gospios thmaf, Wills; rim; with the w?heniponoissi?jon of the disclosinggpaity; ?135qu party),exoepi Es tnqmind by" law; :Cdemtial,_ Moh?etioh $311311 11:31 iho?lode. Monastic]: {shit}: is or' beam- 3351335131591? ?Ohm- Myss?ss s: demand .. 1g ta-this. Aswan snail ho?aiq- a man-g 51211611 1:55? ms sarty givmfg stash hosts ass ska-1113c Sent by United.? 3131535: (331313133; 111113115 pmpsict- E?s-1111611113111 comer sendce, or by-hand to ?uopm?ss 31; fo?? in MA ?11333551553 as $319.! Party may ns?fy the other party from time: to time, dolivm-od-upon receipt or Upon rehash} to Wd?lvew Wo?sneons. 3.. Governing Law; Venue. This Assesses and any misses default at mass mm'of shah be comedian determined,- ?as the 61355 maybe, according 13111113? laws of the Sidte ofoeshington without-11131111 to the eon-31112131375 laws 933313310113 swat-ts tbs" was": 11116111. 11113112191115 or miles would require or ponailit this 11111113111133]: of "1332115 of shy?oihet'ju?sdiction other than the State of Washington. she Essa fiasany Both parties waive my oldhii oi- eshse? of action the partyfor exemlilary or yuni?ve damages? 11111311111 by aTbTEauon or sagas-En. EACH PARTY: EREVGCAELY AND ENCONEITIQNELLY WAIVES To THE FULLEST EXTENT BY HAWTG ATRTAL iBizY JURY IN ANYLEGAL 1311310111, sRerEEmG;. (Lissa-E. 01?- oR- OUT OF 13. Farm: M?e?tre. If Buyer or Sells-rig prevented hon: carrying on of." tho of?any ordinance; stoh:tes,_ Iawsi mics, or 13311133131113: sf any 111311111: 111511131 115131; 09111113,; ?sts-or. ?111er govsmment-authority?sor ifei?icr for: 11313? 1133331331: not?ihs {fad-1t hf that part}; prevented from on thoactwities mid- obiiga?os's d?ssi?ibod?h this then such party shall be excused {pom any 95113361111110: perform ?11111513161181!th from d?hig business. Buyer and Seller whim-ail times use to removspt?sniptly which may?provent the canying on off the?busihi'ass described 111 this Agreement. c. If any posting-1 of this is held to be invalid or unenforceable; the remaining portions of this Agreement Will semis. in force: and effect. Any invalid o: unenforceable portions will he withtogajz? to the ixitent of the original portion. If. such oon?stmotioh? is not post-ibis, the, idiot-id or unenforceable portion will be Severed from this Agreement But the resr of the Agroor'nent Will remain in full force and effect. Delivered. Product Purchase Agreement [Bulk Partner) - Arc of SW WA Page 5' of IO d. Was-?ierw The fa?urerifeitheaeatty-te eefhreeg-ei: an}? fitness-fer er momef?iergm?eiens herein shail maths censtmed tq?: baa magmas eras-em ?sts Of'swh aarty theisa'itet to. enforce sash shah-sweets: eitwaiyem lay-5a partymusaea in mitingende?enf pursuant-"ta. headsets Mimi e. Time fbr?Fea-i?ermdaaea Tune 13 (if the-essence in?ammation with therpesfonnmce of the parties" f. Centractor .Nethieggheaein shat]. beecnshued- as deemed ta Greet-e a jeig?' graphite hr? harmsishiha?oti?ag this maply'thatany panama {semi Bene?ts er- empleyees ate ef?eete or empi?e?yees ef the e?xer. patty; Bash pasty shat] have seepe?Sih?igr-te" easier may he empieggees? under 3111' :Of iecal laws, as. segulattiaes enmieyecs? this?! 1th,. workera" semma?oh memployaneat esteeme- tamed. tax and authmiaatian?fm: amptg .I- its any: or regulatiaas, as srm?ecmpe?enee Each pan)? herebyea'eime'medgeaand agreesthat hive??e aeths?ty- to enter infe? engr- eenhact er agremhehtfo?f'h?e "hind theo?aerparty easest'ds they be speci?cally- appaeved in visiting-13y 3. Assignment This amaze er parsley either-party hereto-without the mitten pm sire: efthe- other party It. Amendments Buyer and, seller agree that no amendments, waivers o; exceptions may be made to thisAgreement, except in. writingandlsigned by bath Buyer and Seller, or as may be required By applihahiie. 18W. i. WheIeAgsamnant. Thisngmameat (minding-a1}, thadulea) sets faith all the terms agreed ripen by the patties with respect-t6 the subjeet matter ef?th?is' Agreemex'it aha supersedes 1111' prior erai or written agteements, mangements and cummeatiens Bettye'en. the parties wheel-11mg such subject matter; 16.. De?ned. a. ?Agreed He?deye? means New Year?s Day, Memorial Day, Independence Day, Labor Day, Thanksgivingfnay, and Christth Day. ?jD?e Net. Accept List.? mazes the 115i: ef?items mat-Buyer cannot accept, including weapons (?rearms smashes, ammumtron, ?ares, eta), hazarda 3 materials (batteries, paints, chemicals, slashing ?shnets, peiSehs, are, eeri?hamtien materials (lumber,- pipes, ?ours, ti?QSs cabinets, came; share, Wi?dews, etc same. items 3111 this eategery?may- meiudihgfaheets, light?xhlree, stained. glass udhdews?ard?vare, ?ammable presume (inclh'di?g any items that, operate an ear if'the' item d6 asthma ii 11131 Or. tank), isheditie-a?e-ema- swam barbecues, lawnmewee West! trimmers cap eaves?. ?l?ri erases, feedexs, :ete ?.sehae items be. accepted, including car militia and small parts), ?ed ?lrmture (that is. torn, s?e?ed of {ahead of repair), certain beds aadi bedding. parts (hide? 3-bedrss 5M beds; W365: box 513153135, weterbeds, coil. springs, etc); large teiei?isihns in e'ahi?e?ts, CERT ?t1; t?letfihiehs and-menitors (this exclusion does not apply to LCD, LEE plasma ?at scream), infant pmduets (ear seats, cribs and prodeets restricted by law), swing Sets, feed, pet-s, large appliances (re?igeraters, dishwashers, fhmaces, stoves,- wash1rf1g machines, eta), manee vessels (beats, canoes, kayak-s, etc} and swimming pools (small ehiidren?splas?e pools are accepted). The Do Not Accept. List may be updated ??orn time to time by Buyer. by netiee thSeller. Buyer will provide ?hther infematien and examples of the Do Not Accept List, on receipt of request from Seller; Delivered Product Purchase Agreement (Bulk Partner) Arc of SW WA Page 15 of 0 ?39141" meatis ail ?imitme and ether large items Furnish-e inclu'dsh sea?itg (Mas,- 90333133,- gainers, {assistants- hitch-is, ?o?ccm??i i?bt?pat?r, sight stand, patio), iste?rage units [finishers harsh; aifthjahfggubookca'sfi?; utiibj?ets, animal center), beds (headboards, moths-miss,- trainees); mixer high. itsms sag-1mm habits-sha- larger than 18? Jr; 18?" it; 18" ini?s?ize- (fqi?: exams, shareosa speakers; DVD-had- VGR galfeguipmnt, garden tooiss- whit: lax-taps ?an: sports. equipment, d; ?Miscs means hill ether twee oft-imam: that-sis. asst Soft- G?hhds hr F?ihhi?ist is; sci-smith. goods 111:3" 13? in SIZE. h?sselgiri?tgiieis housewares Jewelry pans ess?ics, mensils emaii girders?teeth; Wiles, silvenvais Stemware .?ii?hame?tsi tadi??), elect?cal itie?ms itcissters; maids $31th 191315, isms, 'biehd?h ?Ks-mm? hath-shah; . Books, magm: - 'es; swords; tapes; v'i'd?ds; e. ?Product? means all sch-Goods Mascot assassin. on she Do Nei- AcceptIListi. s. ?i?j?spsriisg list-mat" is use oftwsive based in: Buggies-statidssd 4-4-536131?1 chimdargazi?? madmsed hiy?bf?er tof?tgrer. Each Rep?'z?i??g IP'erin? may? he. ?iihef si??4' Pains? (iris-a ?5?We?kRepo 1 . r?n?ga?eriod3?; g. Sheds? means (Slimming: shoes. ind he?d and?agih items inbl??dinjg clawing (sighs, hairless, chu'idmxt'sga clothing acess'sg??es (this mamas,sz ?sts, sucks, undwsar) seasonal amass: (purses, waists: inns? packs. 135.325), bed and. bath assists. sheets "blame-ms pillows eurtams ?t?bi?lml shoes, (aii' his! other cloth mafsri'ais (exhiuditlg =watchdiimagcd tit mti?yit?ms?) h. ?Vbhune Expect??bh? means, whammy a?p?afciys Each of the Atmuai Vblume Expectations Weakly Vo?imua :1 Daily Misha] Ra?b (sash as. set forth in Schema: The Thiume Eiseetehim iis?gsh?bjeei is the volumes is) the sagas ans-r- Agreed Ont: in '1in Wear. if?an Awed?bli?ay falls on a Sawda?yi and for one day?in' the fdilbwing?itregk if a111, Agi?ed?HO'liday ?335 on a Sunday and by a ?fiiy percent reductisn B-tt'e athew Year?s Eve; 17. Bash party hereby inwxpomhes the Special Conditions, it? any, contained in Schedule 35th. this Agreement {it byz-hihiitifhhib mail The partim imam-that Exes; SiEhhturchf Sig?ahlres ""?"ftbd by eim?htiis m1 original 15?ng and. that a? ?xed semi or fit copy transmitted by ?l??tlfn?ic mail of this Agre?mmtcontainihg the rsignatm?es (Dzigihal er ?xed or dammit j' of-a? of ?iepar?es Sha? behinding on the patties. 1'8. Exe'hti?ph. The ph?ics agiee ?iat this. Amment may be transmitted hetwesii them by: {abhh?n?e (Rest ofpag?c int?n?ona?y blank; signatim?'s on next page) Delivered Product Purchase Agreement (Bulk Partner) - Arc of SW WA Page 7 of 10 IN MTNESS WE, magmas: have ensured this Agreemsnt, eff?bfiva m?b-quh?tt?ate; SELLER: . rams-14395;" Eats; 291.3? Date: . Tm o?jc?rsafjsfa?? must sign and wanams that?its B?a?rd hasvremcwe? and appmve? this Amt for :S?e?l'ler. BUYER: Dielivered Product Purchase Agreement (Bulk Partner) - Arc of SW WA Page 8 of 10 Chm-mt: Date Harm S-e??hr mama for-1163311365 Seller?s. Mission Buyer- Buyer?s. far-notices Geographies! Armin). annual. Voinme Expectation Weekly Volume Expectation Daily Miscel Ruth?) Purchase Price SoftGouds Misc-e! FOLI Delivered Product Purchase Agreement (Bulk Partner) Arc of SW WA Sch-g dnle A 1121-1533915. 1103:2936 1092;251:201 7? Arc of So?hww?k?gma. a Wastz'ingtbi: ?tcamnra?km 6511.1 3* sweet . Yan??uier, The ton i261 135 310.0131: wad-?x. ammonia] and Whip achieve a?fe?g?ae o?success bybuilding canali?ity with mm?xadvmaqy, diitcr-supgorbof individuals and ?air {51111111353335 Hame?onnf??kgamicipa?on inwnurcommunity; Inc; a commandm- Ami: Sewing 1 1490 SE 61511 220 3511 Washingm?ta?: 2,109,699 wands. ofSo?'Geods 49,384 paunds of Sq?'?acsds. 19509 itm??f?imitum ?20341 5?3:qu pound- per . $0,143 15?: it?'n'i. Pag?QofIO Schedule 'l?iia?l Candi i 1. dafetmtl- as fif this it" ah. heparhtsagreethat this aha andSaioAgrmenthetwacn?te Bays-r and ?irted Mamh 2914. (?Emma-Agreement) asthaugh ?fth Etiis??ag Agreemehf had ?i?ii'?'ti as Of?IJSAgrecincnt 2t Strata Earhahatrihhcw $1391.69? aha was 43421?28949? the parties agree: 9 Bo?a-Buyhr-and wztha?apphcabic laws; . at; tit-ghast- Buyer'?iuatpmhi?i?e satiatiso?iceit mthreasonable arms ta: a: Buyer's ?nanciaL 0' Buyer?s cgcratid?'si; the mamas; (if Bayafl?s cighpleceS? or sta?' who are conducting ?mdxai?sing or: charitable- . Seller. wiil' .meeiye 100% n?f fair- market-vailuesz?bh {ha parties agnee? is ?13 Punihase. Priest) for-333 by '31:an . - Na chmpaasahian i'hpayajgiath anhr under?JEAgrtement - Buyer and Salie?xriil each bear its am cost-s- in carrying 011% i13=ob1igations under this Agremienti Solici- maintain its-own donor-mt. Delivered Product Purchase Agreement {Bulk Partner) - Arc of SW WA Page 10 of 10 ?u . 9 ?v Of?ce of the Secretory of State Corporations a Charities Division Charities Program a PO Box 40234 0 Olympia, WA 98504-0234 Phone: 360-725-0378 a Web Address: Email Address: commerciaifund sos.wa. ov FUNDRAISIN SERVICE CONTRACT This Box For Office Use Only REGISTRATION FORM . Need your registration number? Fee: $20 Due: Before campalgn commencement Search El Harriet,- runner-mi; UNDRAISING SERVICE CONTRACT REGISTRATION CHARITABLE ORGANIZATION GENERAL 1) Charitable Organization?s Name AFC 0f Washington Charitable Organization?s Registration Number 279 Phone 360-2544 562 Charitable Organization?s Mailing Address PO BOX 2608 City Vancouver State WA Zip Code 98668 Email Charitable Organization?s Federal ID (Mine digits) 91 - 075-9016 COMMERCIAL FUNDRAISER REPRESENTATIVE RESPONSIBLE FOR FUNDRAISIN IN WA (Section 2) Individual?s Name Tony Shumpert, Vice President he individual listed does not need to be physically located in WA, bur Should be an owner, o?icer or employee ofthe commercial fundraiser (not a subcontractor). TYPES OF SERVICES TO BE PROVIDED BY COWERCIAL FUNDRAISER (Section 3) Check all that apply Entertainment/ Special Events Telephone Direct Mail Product Sale El Personal Contact El Internet El Vehicle/Boat Donations El Newspaper/Magazine/Publication El Advertisement/Coupon Books El Email Other OSD Agreement - On-site donations of secondhand goods COMMERCIAL FUNDRAISER GENERAL INFORMATION (Section 4) Commercial Fundraiser?s Name TVI. Inc- Commercial Fundraiser?s Registration Number 21804 Phone 425-462-1515 Commercial Fundraiser?s Address Mailing 1 1400 SE 6th Street, SUite 220 City Bellevue State?L Zip Code 98004 Email legaladmin@savers.com Page 1 Washington Secretary of State Revised 6! 2014 l'11 or Check if contract is perpetual with no end date Charities Registration Number 27"9 CONTRACT TERM DETEs (Section 5) Contract Term Begin Date 01/03/201 6 Contract Term End Date 02/ 25/ 201 7 (mm/dd/my) (mm/dd/wyy) Date Services Will Begin f/j/Z? (5 Date Services Will End 3/31 755. tram/draw . . Ifa contract contains an auto renewal provision extending its term for a specific length of time, please provide extended term end date above or check box indicating term end date is perpetual. I . i SUBCONTRACTORS UTILIZED IN CONDUCT OF SOLICITATION (Section 6) Each subcontracting commercial fundraiser must independently register with the Secretary of State and obtain their own surety bond prior to conducting solicitations in Washington State. Attach an additional sheet if needed. Subcontractor?s Business Name Contact Name Subcontractor?s Registration Number Subcontractor?s Address City State Zip Code Phone Email (Section 7) (Required) Enclose a copy of the signed, written contract/agreement between the charitable organization and commercial fundraiser. . .. SIGNATURE (Se 8) l) >f?4L l) ML 0 33/111,; . C60 ld/?/I By signing below, th the charitable organization and commercial fundraiser certify that the information provided is true, complet rate to the best eir knowledge. 4% Mt ?4431.? "Pt Dee: EXECUTI we Wail/1 Signature Ki commercial fundraiser?s owner or principal of?cer Printed Name I Title Date I Signature of charity?s President, Treasurer or comparable of?cer Printed Name I Title Date ALL SUBMISSIONS ARE SUBJECT TO PUBLIC REVIEW All payments must be received in US Dollars. Make checks payable to: ?Secretary of State.? Be sure to sign page 2 before placing in the mail! Send regular mail to: Secretary of State, Charities Program PO Box 40234 Olympia, WA 98504-0234 Send overnight/express mail to: Secretary of State, Charities Program 801 Capitol Way S. Olympia, WA 98501 Have questions? Instructions for this form are available at For further assistance, contact the Charities Program at or call (360) 725-0378 during regular business hours. Page 2 FSC Washington Secretary of State Revised 6/2014 IMPORTANT: Please retain this checklist for future reference. DO NOT RETURN the checklist with the attached form. CONTRACT COMPLIANCE CHECKLIST In addition to a completed Fundraising Service Contract Registration Form, the Washington State Charitable Solicitations Act requires all written contracts to include the following provisions: 3' Both parties are required to comply with the law; Permit of?cers of the charitable organization reasonable access to the commercial fundraiser?s ?nancial records relating to that charitable organization; of?cers of the charitable organization reasonable access to the fundraiser's operations, including without limitation the right to be present during any telephone solicitation; D/Pennits of?cers of the charitable organization reasonable access to the names of all of the fundraiser?s employees or staff who are conducting fundraising or solicitations on its behalf; Er Specify the amount of raised funds that the charitable organization will receive or the method of computing that amount; Specify the amount of compensation of the commercial fundraiser or the method of computing that amount; Efl/Indicate whether the commercial fundraiser?s compensation is ?xed or contingent; El Terms relating to the amount, or percentages of amounts, to inure to the charitable organization; Terms relating to limitations placed on the maximum amount to be raised by the fundraiser, if the amount to inure to the charitable organization is not stated as a percentage of the amount raised; Specify the costs of fundraising that will be the responsibility of the charitable organization, regardless of whether paid as a direct expense, deducted from the amounts disbursed, or otherwise; USpecify the manner in which contributions received directly by the charitable organization, not the result of services provided by the commercial fundraiser, will be identified and used in computing the fee owed to the commercial fundraiser; C(Specify which party will maintain the donor list; and ?ldentify by name any entity, other than the contracting commercial fundraiser, to which any of the total anticipated fundraising cost is to be paid g. subcontractor) and indicate whether any principal of?cer or owner of the commercial fundraiser (or a relative by blood or marriage thereof an owner or of?cer of the entity. 1 1 Please review RC W1 9. 09.1 00 for disclosure requirements and the conditions applicable to solicitations. FSC Washington Secretary of State Revised 6i2014 This 051'} PURCHASE (the ?Agueemeui?} is made. effective as of the?hntract? Date (us: get ferth'in ?chg?ulez?') Selle: 'end'the?uyetCas those parties are identi?ed-in Tiilie?ule't?'. At S?ii?e?r- is a. nonpro?t 1mm; Revenue Cece See-ecu Suifcxiij tax-exempt chmtable organization, registered (tus?efln?dhit enema it; that is entitled tc eolibit donations of Seduce-133 frem?ee maritime: Ame; B- Se?crdemresto ?eigegeBuyejrhs' itsieprefseeta?ieeudegeet-w solicit-enema. dungeons {5513.de at Buye?'s' Ewen mummies Katee eschewing C. S?iler desmes to sell. the?. Hematite-Buyer;- to generate: revenue to ?uid Seiler?s Mission (as de?ned in seeder Buyer. desires to buy Pioduct ?om Se?e?r for potential sale to retail and wholesale chet0m?m{ NOW, THEREFORE, the parties-agree as fcilcws: 1. Term. This Agreement?$11311 lie-in effect for the Temi (asde?nedihSi?e??dAj. 2. Sale utumeuctt Pn'he. Seiier agrees to Sell to Buyer, and Buyer agrees to buy fem: Sailor, all Productwhieh Huge-shall by'virtue 0f making solicitations of the public? attire Damion Facilities during the, Tenn of?l?Agl'??m??t. h. Buyer wil}. pay Seller the Pluchasc Price (set forth in Schedule-A} fol-val! Product received during the Term. The Purchase Price is the ?ll compensation to 'Se?ller?fct all Product received by Buyer duder'fhis-Agteemerrt, and Buyer-end Seller agree that-the Purchase Price is fair compeiisation for the pmehaee of the ?F-md'uct. c. Buyer shall make payment. to Seiler undue this Agreement by the ?rst (1st) Friday of ouch Repo?ingzP'eriod (as de?ned in Section 13) for. the Price appiiChb'l'e to the preceding Rbpo ?ingPel-iod. (I. like total'Putehase Brice pai?dby Buyer to Seller for Eroduet for the Graudi?ithered?Peiiod (set is less than the Guandfa?iei'ed Payment [set- f??h in. Schedule ,5 E11611 Buyer- shail adjust. and 1933? the Salter, die di??eieuce in mum's; Tue-patties- am that: no. adjustment-es?all bepuyuble'by Buyer with any ?rtur'ep?eriod in die-Term. 3 suueiteuoh, Receipt and MEasurementof?Ptcduct. a. seize: appoints Buyer as its representative and agentv..for the purpose of. soliciting and receiving Pr?oduct- at the. Donation Facilities on S'eileri-s behalf. Buyer Will provide a, Seller approved tax: receipt to Seller?s donors- at the Donation Facilities.. Buyer will not accept any donations of vehicles, real property or intangible-property on' Seiler-"s beh?f; b. In performing this send'ce, Buyer-will have custody of eontr?mtions (thati's, the Product), As Buyer receives the Product directly ?'om seller?s timers, and then purchases the Product from Seller, Seller will not- receive custody of??ae?Produc?t it any time. c. Bliyer will measure the Product at the time of mediate: the Donation Facilities identifying the total volume of Product received by Buyer ?'om Seller?s donors under this Agreement. Buyer will OSD Purchase Agreement Arc of SW WA Page 1 of ID taka all measmas necessary-to enaIIraE-?thathpriur to measurement. the Bmdaet is. not commhagled hora. prapa?ay helhngirlgitto any-taint gam- organizational. Buyer shah regr?a?y mantra: thasa prae?icasaoensure-armament 186%. T1313 and task ?fl?SS oft-me hroducf will pasa?om Seller; -ta"Bgyer at?retane 11181 3:99? 11(39th deiWeryrofztha Pristine: horn (mars;- Title ahdnak afloss Willi merit) Buyer?van if 833.11% Wiza?t?'tatloee?? path foraaiah pramda? matBW?rmn nnthe ream-d of'ifs'. . 1: ?re Pradaa't ?Wi?l?re 1- g: Eight-Will, at its} own aspen? e, prairida ?heaasa?r?ta upstate this acceparraduct Faat??as; The title- :01? an. Equipment and-?xMEsmaehht?w ?bna?an 'Fac?i?as- shall remain with Ema stuf?ng. arid tariniha?an 4. Marketing Materials;- a. Buyer must ?obt'a?im Seller?s :prihr- written approval far all.- signage and marketing man. is; pmma??ng tha- :denatian of. Parana at the Damnan _F?pili?es; any ant-l a?mtenal arodaced-ba?huyeriat any time cantaii?a?iaa ?Seller?s mark?h?g massage the. Stellar Matias (as d?e?ned' h?iaw)? and? Sahara-eaten . salary far. 3116' pmrp?hsa of. enaISiih?g: Larisa: ta: haeunder ana s?bja?t a? an. of another terms- and aoaditiaa of this Aaaemm Salter grants-ta: Bayara limited; non- akblusive,_nehair_anafefable, Macabre ?ght-i aadf license ta - use Scuba-3?s mane; tradanarkts) and laws) .E?ia ?Benet Marika?) at the. Hawaiian Facilities and in marketing mammals ?esig?ad? 1a gram-pie .doaatiaat efkm?aat to Seller at the. Dana?on-Facili?as?. Buyer {13' that it? ,or exact-__- intq: any-agpiica?en? er agreementtesecure fer Bnyererany third parties any right-to any'nf time-Seller: Marks; (ii) that Sellet"s- license granted d'oesn?ot by Seller-?ner carry-product, service or other nativity of Buyer; that Bayer hereby assigns to Seller airdj?m r?lbase's any claim qr proprietary-?ghts. Bagermay, by .qpera?bn-aflawnr o?a?erwiae,? have it) the Seller?arks; and?(iv) that at use of- the- S'ehar Manta By 3311er aria-a1; ggpodnari 33111173516 the bene?t ofSEilen Sena: reserves and-retains. all right, title and interest in. anti to the Stiller Mark's. nataxprass?iar granted tn? Ehyer?hemunder; salier?shah defend, mama?. its agents; servant?s emphyaas o?aera. and directors. harml ass against? any demd," j, assertion of liability at?faa?o'n, ans: 3; out of a: rela? .?tjlg ta?cianns with respec?j 110' aftY'Of ?it: Seller Marla: providad'by' S'Blle?rithat 3 ?23- or vi late (or ma ?n'gc at airline} .nop?ji "yrigha. trade-mar sat-tirade seem 'f of' any WPW and Seller? Will-3133?- a? damages "3335?s f??s 31311 boats Qf?li?gah??i ?shnet! gang in hf any W911 chum, 3311-61?: 3133?: 115- ilsadiscrafihm elect {Dammit}?! and conduct the Ma?a- aadlaf settlement: or the chin: (breaded that. Seller-will ant-m. sea. H0 as my of Wit-hem the prior written: canaenf (if 3131136133,: (53) Buyer gag-cl. in Whil??fion with. the defensc?and settlement of 'such clam. at Sci-tarts 3mm; and at Stellar-ts i?sfruc?on, use nf?ie all'agaci infringing seam Marks. 5. Reports; Audit On or before the tenth (10th) day of each Reper?ng Pei-ind, Buyer shall pfrj?tle Seller with a report that includes the total weight of Product received by Buyer; from Seller?s clonal-s at the De?ation Facilities in. the preceding Reporting Pe?ric'rd, with 3 Separate iteir?zation of the Su? Goods, Missal and FOLI (as those terms are each de?ned in Section 13), and the Purchase PriCe to be paid for such Product (the ?Reporting Pei-ind Report? OSD Purchase Agreement Am of SW WA Page 2 01?10 bu Bil?at and S?llfl" {nghh- i0.- W?i?h-c?p??a??ly Eb. research, any tiihca?epaney hid S?llhr?tSI-hcge?ej m?sin Emit?) days efneti?catient. Discrepsnpies With sigh?cant ?nancial mapact, {is-a. 359613360 er.- gmatext. white cemented iby_1gs_aymem._j_; - by B-?uytet sh.- Seller; titty Ether-haven as tags; .Mtsar Will b8 comm with? te Stellar. Eitherttas?tymustna?fy?w otherpaity 0:th ham, disc-mpamiw m3" siz'ct?y E69) ?ies} nfismance 9t he Repartmg P?i?d Imam failing, which nEiETet party will have at: hbligh?hh? 126- 133633ij ah}? payment e. Dining-?it: Termefthis-Agreemm {thud i'ofhtiettilyharti?erw "hid, Buyerwill maintameompiete and B.ttyer?hhS; paidtihliah'th?- full-and daertmder ?thisa?greem?nh .Dh'nn'g f?rmt?ud?fhm ('13 Wt attenuard, has the night,_ with ten {10) dam? hhtihe 'te Bityen :th-auriit?ny teenrtis (incinaihg 66mm ts and 11535:. hi measwe, tteck and eceount thr-l?mduch, au?iett? mentor Bnyer?sagteqh?urhs at. the-What: math Espect-tb.? 1 . pfdhessing Pio?aet ?thrautlits? will beseenduetedzaf Bug/erg? dating acting] 11338111535 h?ll?i, hitti Buyer Will timely comm-ate- with seller-is audit requests; and will use 1* IE-affe?hto assist ss?er- with hamyiztg;hut-eny such audi- 6. ApplicableLamBiiyer tanresents. 331d warrants-?at at all hme?sdtt?n-g file Tet-?t of 111i? .7 met, B?ym will comply with all applicable fedora-1;, state" and: lentil lehzs, stathes, him ?1 hes, rules, .rhguiah? orders. and attainments; new in enacted Cf?hnp?c'ahle Law?). Seller represents and wanants- that ifw?ill eenaply With "all Appiihabiej: Law, and will provide Buyer with aliateasenahle and-necessary assistance te?allhw Beyer th comply with Air-pliable {a w. 7. Default-4?8: Termination; 3. Either party may; in the event hf a .tigt?ault. or breach. (if. any provision if this Agreement by the 9313f ma Shw? 6f deliver. a" Wri?m which-tiff such bmaoh or default, givingy'theether 951w thirty (30). days 1Ita?ithin Which in sum ham d?fdt?tl and to cemply with-the tennis of this' Agleemhut Failhre, to- no such default. Witliiti th? ?iirty day eute- period shall be 'fpr hm??iate tenninatien' of'?lis Agieem'ent. by the non-defaulting party by mitten notice to the. o?l?r b. Either party my elect ta. terminate this Agreement for any hr 110 reason, by giving the. other party atlhasiaaixty days mitten notice effemzinatie . ct Notwuhsian?mg anytl?ng It: the central? liming- Buyer my. elect to. add. or tame?: Dallation ici?ties?iomihe listi-?n Schedule- that?! Why givm?g Sella-at least days prior notice. Secii?ii l} of this mis?t, under this Section ?7.c may be given by email. tinder all circumstances, anz?t?thhil?aythe; Rumba-st: Brice cine miter this Agreement an to the date all Fresher rheeiVed by Buyer frem Seller, and chemise-each party. shall bear its' own. eests and. 39311568 a?inciated with any tenninatien of' its business operatihns the tei't?n'i?htihn ofthis Agreement e. On or before the date of tat-Initiation of this Agreement (or with respect to any individual Donation Fatality), Buyer must cease all use of Seller's name, logo or other Seller branded marketing materials with respect to the. subject matter of this Agreement. 8. Insurance 652 Indemnity. 0513 Purchase Agreement? Arc of SW WA Page 3 of 0 a. Dh?ng the 1111111917 this Ageement Bayer agrees to comawrCial; general" itiab?ility ammnae=at 1.111111111111111 mash: 61?th million dbllars; Single?Limit) per 00011111111013 .andi't'wo $2,000,001?) in. the aggregate, A11 116111111133 used by Buyer in felt?1115011516 this Agreement, Shalthay?e' 11111111111111 of per omnibus? in ante-1131311113? 1115111311136; Buyer?s 1391161133,- and be sabjectitd 3.511611 11.111111111111153; 1111:5611-1115de 1181611111111 amn.1mtsg_..as Buyer shall. ?161ng immutable- Bayer 11111133611111 hereby release shareholders, (theaters, Farmers minim ?tt'gcn'ts; 1:11:0an ?ea. any 1111;111:1111: msaused ?t or 1111111711111 damages m" ?Mam 1?3? 591? m??k 55111-111119" inau?dvaghast 1111:: sea ice} 1132111121 partibsa 9. Warranty. Bayer-.achnoailedges that Seller is 3111111131111: fPrhiitiata-ta {Buyer-1111111 ?aegis? 601111111011. Seller offers 10 ?uyer?imwa'nanty with; regard 1051115 P11111121, 11111111111pr or at 11111635 for imam-Scalar 1112110 event-11121.11 Seller; its- directors; timbers; emptoyeEs, vaiuntcei'5, agents: or: 'repnesenta?m- be 111111611111? arty damages;- hadir?a?ea. 511591111; beasequenti'al. or ommise to Bayer as iaems?u'lt of?the 01111111111311 of any Precinct-91??: 111111161113 131?: any bag, 1111):, br? other recaptacie or 1391111111161 111 which the 15109111111115 de?i?iveredta Buyer. 10.. Bath panties acknowledge that can?ti?ntia'l and preprietaxy J'hfomiatihn may. be prayidectf 111 hemezstian- with ?ih'qhiding my :mataiials labeled 35- 00111111611112}, Which constitute vataahla. special; and Imitque-asmts of Acedrdingly, each party hereby 1101111131115 and agrees With? the othenf (111111111 it 1115131 11311 such Con??dehtial. Informatiqa. misty. in 09111131111911: with the Perfg?il'a?t? .91" this 113111111111, end. as rqusired 11151. 51111111311112 law; it shall 1101111511011 atherwha make amma 11mg 11mg any con?dentiat?lnfomationtb any-01111119111191: '01 61111111163106?! requiredhy applicable law; 11:) that the party s'halivpmtectamh C?n??entia?l infon?ation With the same degeebf: cane ?m?trit exemis'e's with-it's dam edh?dentiai and. prbp?etat'y} Molina??on; and (11} that upon, the. expiratihn' or temiihatibn- of'this Agreement-1'9: Barrett?s-01111311? yta-?ittan mfomahon? (1313,01 materiai 60111161111119 arty Con??tleatiafilnfen??ati 1:11;, ahdjall btipics theme f; will hep-empty manned these (11661113111ng (an with?111e, wzjitten patais?s'ihn. 111: met-disclosing party, dammed by the except. jas mquirad by apglihahla law. Chaitiaen?al .mfmaaon shalt not 111011166 whibh is. Dr Incomes?publicly 11111111511: wtthaar breach of ??S-Agnecu-ienh 11. 1519116311111}? 1111111111, or demamd?,PeFBi1?Itg_ ta ??tfs?Agrcementshall be; 11.11 eating signed by the party 311mg such notice ma 5112111119 sent lay {11111611311131 Chaim 1.151111. mag-=6 prepaid, by: tafth?gpa?ies atmeaddresses ?ctior?a in schedule A: 111?- $11911 01111:: a?iiteSS' as ?ithet party maygihtifyihe 11111191153111)? ham time to time; Notices shall?rbe deemed 11112311 to" 11611111131. 12. me?ah?uns. a. Gmemihg Lam; Venue;- This 11,1111 any anagaa 1161111111 131' bmaeh. ?aereaf shall be coughue? or-detelmin?d, hath: Case may 1211;; acab?di?g ta the. Jews of: theS-tate- of?Washin'gton without regard to the 0013111015 1111115211 prommns 11161er tn the extentsuch p?ncipals 'or-n?es WOH1d=mquiie qr pemit' the appiib'ation. th'f'law?s ofjany ether jux?ISdictian o?ier'than the State of Whahington. The appropriate ve?ae for?a?y (1111111115 in Clark County; Washington Both panties Waive: any claim or Danae. of aetian against the. other party for- cxeni?lary or punitive tiamage?a, whethe; by a1bitr1?on or litigation EACH PARTY IRREVOCABLY AND UNQONDITIONALLY WAIVES, TO THE. FULLEST EXTENT 11311111111313 BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACT 1011, CAUSE OF ACTION OR COUNTERCLAM ARISING OUT OF OR RELATING TO THIS AGREEMENT. OSD Purchase Agreement - Art: of SW WA Page 4 of 1.0 la. Felice Magma If. Buyer er Salial? is; prevented i?em. alluring 011? byjl?leaajanyol? ?le. e?falcement' army ordinance statutes; laws, .n?i?eaor mania-lions of utility; elm ability; ?statue? fe?eral government authe?ty, at if? e?iherl'plany ifs-y fefv'ianyl causenotthefau?ltaf ?ialzpa?y; enilhe ions'?esc?be?inj?jia Agr i?em?itt thj; .suchryariyshall be unyiot?iga?en Wm Wail; gram-ital: Ella delug? buslanss Bale?; and. diligealla all amalpaelull?llaliyuh?slaalaa willal'l mayamveal-the canyalg Gunilla-batman dea'eribcdiil?lla e. 'Saatena??i??a lf- any. be .itiiva?'ii or mmfo?raa?it, the remaining-partials of ans agreement will lamina in full fame and- gala. Any at unejli'arceablerpamanaanll ?ne inlet-plated w'it'hsfregard?'uzthe If sue? aan?tmc?qn?is up; gullible, the luaalid: will? be, general fEaal- 'thaa . fem lain ??l'lfor?eean?daff?et William ?[111: faillitleze?eit?ei? party to, mfbreey at any lime- ar for any pellet! til? ?meg=a?y One or mere; nf?thepl?evisiana' ?ereiia?a'ha? new: eensli?ued to be a arr-e1? we ?ght; llama-party illelaa?er: la unfame eaellaauehyreyislaa. all}: waivers a. party must be. in ram to ?the 'natiees egroviaien ?0511115 j' am. e; Time is. of 13111333611081 mmnnectlen Willi Mailman Ice-of the parties' r?e'pee?we ?Wga??ns Hereini'eantaisledi f- Ihdep'euden?t Confucian Mombasa: shall hemmed deemed to. create a. joint venture or parh?e?rahipl Netl?'llgiin ?i?s Agl??mw?sha? beeonstmed ta, imply theta any-party 'or ita'agenta, swam,- are of?cers eluplaae?a ef- the taller para; Ea?h- pats shall. have reama?b?lt?y in aadfor silly all at all feda? all, nuts-y. ell-16051 laws: on liegulatieu's regaraing; atrial'ayeaa? 113131351137. Williams?? unemployment luaurauea, illeelae tax withholding; and mammalian fer emple'yinenfsaarwell-as any'u?lar- 121mm regulalipus, of malarnnpertance Eachpa?y 13.1mm acknowledges and-names that-it- aiaa-?ll have 130' militarily lo enleltiillte any centraeteragmean Cent fer er'to bind the other party- ekeept as may be speci?cally an alltm?g hy'??lb apaliaable party. g; Alai?nmehtl This Agreement may motile assignediiln whole or part by'ei?ler Plim? 11'5th wi?mut? the W?tt?ti? 13131111185161: of the ofher party; .11. mammals. Buyer ml?aller agree-that; no 3.131613611161115, waivers a: Exceptions may-be made t6 ?ii?a' Ag?eement, except-in signal. bybeth 'Buyer?nnd Seller, or as may be required by aeg?bable law. i. ?mele?greement. This Aglaemmlil?ina?ladlagall SOthuleB) slats forth ail-the terms Willie-parties with Ies?eelie ?laauhlacl Agreement and supersedes all pliar?omi. 0r writlan agreements, alfang'ementa and mammals- hetween the:- parties cancemiilg "such eubjeetma?e? 1.3. Da'?nad'Tarms; a. "110 Not Aecept Liat" means. the 'I-ist of items that Buyer cannot accept. including we'apens (?rewalls; eaglesivea, ?ares; eta),- hazardetw materials (batteries; paints, chem-ideals, cleaning pmduet'sl poisons, etc), canstme?an materials (lumber; pipes, ?eaiay tuba, cahitte'ts, ealjlea clears, windews, ate. some items in. this category may be aaeeptad, including faucets, light ?xtulea, stained glass wincimavsa hardware, deenrative item?s), ?ammable-pre?ucts (Minding any items that. operate on or contain fuel (even if the; items dc?: Ila: have a ?le'l or- gas tank). including gas cans, propane cylinders, barbecues, lawn mowers Weed cap stoves, tlki torches, eta), automobile parts (tires, muf?ers, fendEIs, etc some items in this category may be OSD Purchase Agreement~ Axe of SW WA Page 5 of 10 sampled; including car radios andsmall pails),- dapiegcd is this; Sellad?oi-?in need of repair).- scams beds and beetles ems {sidelasbedsa bunk beds. massages bes- mamas. wateabeds, coil large leiea?sidns? fins-331511717615, CRT ?hibe? assesses ?nds-1310133015 (this esclusibn sass naal' ?apply. t6 Legal-131) bl" plasma ?ail- W113) i?fa?tpm?lael?s Q?ear seats; cries and produbts mb?icted by Ravi-We Sets. feed, 15le large. appliances (lemmas; dishwashers, etc}, marmemessels gbeats, and-mm assesseszse assesses); Tile Dewar-deem Iisbmay limetOtlme ?yf?l'lyer, Bayermii pm?ide?n?lm mferma?p? and samples .013 b. ?may means all ?zmlme sad either-lags ileum.? Fiamitsrainclaliles see?h's (Safes 33011531163 kitchenco?'ee, :sajaj?l-a Walter, night?slalld, patio), seem? mills? (daesses' macs melee; memes. ocular), beds Basses); 0?er baseless: mclude alleles (excludmg See: (leads and masses) Inger ?nals x- 3- 1:8" is size ifs?? example, glasses, speakers, DVD. sail VCR playeas, bicycles1t gulfeguipmeat; garden feels, table: lamps; floor lamps, sports equipment, exerciseequipment, skis,- humidi?ers), c. ?MisceP meal-as all other types ef'Prptiuel tliat are-lief. Soft (Seeds or FOLI, that is, household gases and small eleclncal {seals-smaller th-ssl 1'8" a :x 13?? maize. Missal. includes heusewlil'es (toys, games; puzz ?lbs, jewelry, smile, Ilala?gel, playpens; candl- - ?ames, utensils; 8113311.? garden walls, Ghana cups, banan?ishes? cellem sm??e? animals? glassware, stemwa?m, baskets, classless, Jamaal reels), ?small electrical Ream (leases, ladle,- pews: anal-s, sens, Mandela, mil-mas, small stews,- CD and media paperbackbboks, magaziale's, retards, tapes, videos, DVDs and computer so?wareja d; ?081)" please ell?site e. ?Plaid-Mt? means all Soft Gouda, Miscel and FGLL excluding items on the Do Not Accept List. fl ?Reporting Period-"1s one ?of twelve pe?ods per year. $53 determined ?aw?en Buyer?s standard 4?4-5 retail ealendary and as :a?yised by? Seller- fte Beyer; ?EaehRepbr?alg Period may be either a ?4 Week Reporting Period? er ?a Week Reportmg Pesiod?. g. ?Soft Goods?? means all elem-lug; shots, necessaries an?d bed and bath items, including clothing (men'sg ?Pamela's, eh?drell?e)?, clothing accessel?ies (hats, mittens,- scarves; ties, nylens; seeks, undersea); personal accesse?es (purses! wallel's, fanny packs, bags}, bed and ball; (tp?yels, sheetsin blankels; pillows; explains; tablecloths)?, shoes-v (?all types} and otlier cloth ma?t?e?als (excludingwatsr?smsged 1.4. Special Each pmy hereby inweporales the special. eendf?alals; if all?)?i dental-sad in ssasasls Can this Agreement. 15:. Eseeatloa, The parties agme- that this Agaeemenlmay Bie- Hansmilzted b?l??ee 'themby? fagsilx?le machine by elec?om?c mail. The parties intend? that ?xed signatures of ta?slr?lted by eleell'oaie maileonslitutc miginal s'lgnaturcs and theta faxed eepyera copy rammit'ted by elect-mic mail of this Agreementseontaining the signatures (Original or faxed or elee?enie) of. all of the parties sha'll be binding on the (Rest of page intentionally blank; signatures on? next page)- OSD PurchaseAgreement Arc of SW WA Page 6 of 10 3N W55 WREOE the par?es have axe cum! fhi?st?sgfhemhnt?. a?ecitihc (smiths. Gamact Date. Naming: ?ist?m . habits?8"" . . :3 It Title: h?gx_ Date: DEW-.2 mas?32:. 1'1. gas-sf Dam 2W3, TW-?Gf?m??f?senb? 133* mamas - and Wam -- - ts ?mimt?m has ??awed anti this. - 1- by Sam; YE R's Mather?' ?m BSD Purchase Agfeemcni Arc of SW WA Page 7 0f '10 Date Tern-1' Saler- address for 1101311115 83119313 Miss'r?n Buyer 131131313 311131933 for 11'0ti933 Gengrap?ic 111- 13111138) Purchase Price 89336130113 Grandfath'ered Period Grandf'a then-ed 3133111111111 OSD Purchase Agreement Arc of SW WA 12115121115. 11113121111513 32/232231? A353 131' Snumwc?stj?g??ash?igtbn. 6533133212893'31?13121 "1313 1313.113: 5311111111331 Washmyon @1333 {9391113 W131 193611333131 and @veiuymenhl 11133113311133 3111133113 a. lifetime 13f 31199333: 31}: 1313163113- 11213131133 191th direct support of 31131de 31113 their 31113313113111! 11111111013911 of full pamcumtmu .111 0111' cemnmi'ty. 11111113. . a.Washi?n?gf011 36111111313011 A1111: 311111111113 11469 SE 6131 311331.31 220 13311311113 WA 98004 Washington $133133: $6.090 pcr'pound $0.935 1391;391:113 $0.035 pwii??i 11150153015 to 10(2972016 $6 1,356 Page 3 of '10 Ba??o??gc?itigs. sli?rg?unzber StomName 'Azgatagss fifty ?St?afe 'Zipo??e 10*?4?3 Vaneouver ?111} NhFourmmam Ra- . Vancouver 98651 . 0811) Purchase Rgreement-? Arc of SW WA. Page 9 5f 10 Siehe?u'le? gag his! Cogditiirns Friez- Agreements. As- of the cemmenssinent sf the This: of this Agtjeemenh. the parties agree that his Agreement hilly- rand replsses thhi- existing Filth-hash; end Sale Agreement between the Buyer and Seller- ?shed March 2 2014 (?Existing Agreement"), as though the: Eitisring Agreement has expire?. as of the stilts Terig; hfthis A . 31'. Wss?ngt'oh Sister Pmsuan, "its whims? and WAC: Assisi-sits, the-patties agree-r Both: Buyer and Selier must wiha. e11 laws 611' request Buyer hissi- provide Selief?s e??ichis with masonahie assess to: a Bass; ?n'anhi?a] records relatihg ts Se'll'h'ri this. Agreement Baysr?s spsrations'; er the names of Bt'tye'r 5 employees or Staff. are- csndue?ng ?mdraisang or charitable soitetiahon ash Seller?s heirslf; Seller peesivs 106% af?ne fair: mariachi value (which the?pm?he agree is the Purchase Price) for till. Product pwshased by Buyer No compensation is payable to Euyer under this Agreement Bayer Will? be soiety responsible for all eests associated with denstier'ls at the. De?ation Ssiisr will be the exclusive ouster of? all righh title;- and interest to and in the denur names and addresses (shtruld such infannafien be availahle}, and: is the extent that Bhyer has such ihfonnatien (and Buyer shm?d not be reqtrirsd to request such infenna?onjii Buyer shah provide a. list of the names ?arid addresses of donors to Seller on a mommy basis, or more ?squen?y on request. 031') Purchase Agreement~ Arc ofSW WA Page 30 01?10 6Z4 anOf?ce of the Secretory of State Corporations Charities Division Charities Program 0 PO Box 40234 I Oiympia, WA 98504-0234 Phone: 36 0-725-0378 a Web Address: v/charities Email Address: commemiaifund@505.wa.gov FUNDRAISING SERVICE CONTRACT This Box For Office Use Only REGISTRATION FORM Need your registration number? Fee: $20 Due: Before campalgn commencement Search i] Expedited Service $50 (optional) FUNDRAISING SERVICE CONTRACT REGISTRATION CHARITABLE ORGANIZATION GENERAL INFORMATION (Section I) Charitable Organization?s Name Arc of Southwest Washington Charitable Organization?s Registration Number 279 Phone 360-254-1562 Charitable Organization?s Mailing Address PO BOX 2508 City Vancouver State m; Zip Code 98668 Email Charitable Organization?s Federal ID (Nine digits) 91 - 0759016 COMMERCIAL FUNDRAISER REPRESENTATIVE RESPONSIBLE FOR FUNDRAISING IN WA (Section 2) Individual?s Name Tony Shumpert, Vice President The individual listed does not need to be physically located in WA, but should be an owner, officer or employee of the commercial fundraiser (not a subcontractor). TYPES OF SERVICES TO BE PROVIDED BY COMMERCIAL FUNDRAISER (Section 3) Check all that apply Ci Entertainment/Special Events Telephone Ci Direct Mail El Product Sale El Personal Contact El Internet [1 Vehicle/Boat Donations Newspaper/Magazine/Publication Ci Advertisement/Coupon Books El Email Other ADS Agreement - Purchase of secondhand goods collected at donation binslpods COMMERCIAL FUNDRAISER GENERAL INFORMATION (Section 4) Commercial Fundraiser?s Name TVI. inC- Commercial Fundraiser?s Registration Number 21804 Phone 425-462?1515 Commercial Fundraiser?s Address Mailing 1 1400 SE 6th SUite 220 City Beiievue StatelVL Zip Code 98004 Email iegaladmin@savers.com Page 1 FSC Washington Secretary of State Revised 6! 2014 Charities Registration Number 279 CONTRACT TERM DATES (Section 5) Contract Term Begin Date 01/03/201 6 Contract Term End Date 02/25/2017 (mm/dd/ywy) (mm/dd/Jgrw) or Check if contract is perpetual with no end date Date Services Will Begin if (9 Date Services Will End L0) 7 {mm/dd/yym (madam) If a contract contains an auto renewal provision extending its term for a speci?c length of time, please provide extended term end date above or check box indicating terrn end date is perpetual. SUBCONTRACTORS UTILIZED IN CONDUCT OF SOLICITATION (Section 6) Each subcontracting commerciai fundraiser must independently register with the Secretary of State and obtain their own surety bond prior to conducting solicitations in Washington State. Attach an additional sheet if needed. Subcontractor?s Business Name Contact Name Subcontractor?s Registration Number Subcontractor?s Address City State Zip Code Phone (Section 7) (Required) Enclose a copy of the signed, written contract/agreement between the charitable organization and commercial fundraiser. A I SIGNATURE (Se - 3124/ jidylg?,? ?029 Elk/?g" By signing below, oth the charitable organization and commercial fundraiser certify that the information provided is true, complete an ac ate to the best 0 their knowledge. MICHAEL ?Jig/5"" ignature of commercial fundraiser?s Iowner or principal of?cer Printed Name Title Date Signature of charity?s President, Treasurer or comparable of?cer Printed Name Title Date ALL SUBMISSIONS ARE SUBJECT TO PUBLIC REVIEW All payments must be received in US Dollars. Make checks payable to: ?Secretary of State. Be sure to sign page 2 before placing in the mail! Send regular mail to: Secretary of State, Charities Program PO Box 40234 Olympia, WA 98504-0234 Send overnight/express mail to: Secretary of State, Charities Program 801 Capitol Way S. Olympia, WA 98501 Have questions? Instructions for this form are available at For further assistance, contact the Charities Program at or call (360) 725-0378 during regular business hours. Page 2 '11 a: Washington Secretary of State Revised 2014 IMPORTANT: Please retain this checklist for future reference. DO NOT RETURN the checklist with the attached form. CONTRACT COMPLIANCE CHECKLIST In addition to a completed Fundraising Service Contract Registration Form, the Washington State Charitable Solicitations Act requires all written contracts to include the following provisions: :1 Both parties are required to comply with the law; IZI/Permit of?cers of the charitable organization reasonable access to the commercial fundraiser?s ?nancial records relating to that charitable organization; Ij Permit of?cers of the charitable organization reasonable access to the fundraiser's operations, including without limitation the right to be present during any telephone solicitation; [j Permits of?cers of the charitable organization reasonable access to the names of all of the fundraiser?s employees or staff who are conducting fundraising or solicitations on its behalf; Ij Specify the amount of raised funds that the charitable organization will receive or the method of computing that amount; if Specify the amount of compensation of the commercial fundraiser or the method of computing that amount; IZT Indicate whether the commercial fundraiser?s compensation is ?xed or contingent; Terms relating to the amount, or percentages of amounts, to inure to the charitable organization; a Terms relating to limitations placed on the maximum amount to be raised by the fundraiser, if the amount to inure to the charitable organization is not stated as a percentage of the amount raised; Specify the costs of fundraising that will be the responsibility of the charitable organization, regardless of whether paid as a direct expense, deducted from the amounts disbursed, or otherwise; Ij Specify the manner in which contributions received directly by the charitable organization, not the result of services provided by the commercial ?mdraiser, will be identi?ed and used in computing the fee owed to the commercial fundraiser; [fl/Specify which party will maintain the donor list; and ?ldentify by name any entity, other than the contracting commercial fundraiser, to which any of the total anticipated fundraising cost is to be paid subcontractor) and indicate whether any principal of?cer or owner of the commercial fundraiser (or a relative by blood or marriage thereof an owner or of?cer of the entity. NOTE: Please review RCW19.09.100for disclosure requirements and the conditions applicable to solicitations. FSC Washington Secretary of State Revised 6f2014 (BULK PARTNER) This PURCHASE AGREEMENT (?ie?tAgteemesif?i is matte. etfeetivees sf sis: Gethsemane (he set forth in: Sehe?ule A) by and between the Selter?tna hie-Buyer ihfSetiedttleLA' . mess: A.- Selter is a; non?pie?t i?htema?i ttevsaae- Eerie Seetion S?lie??i tan?exemgt cha?hhle- organizatieny registered' in ?it: Geegiaphieal tell attest-is entitte??to. solicit-donations of Ptod?ottes 15') ?sh} Geogmphieaimeas' to receive-donationswf Product at the ADS Lace-time (as ?tted in Schedule thet B?ye'i' he?s satis?ed tatid owner penhissien for Seller? to sellet'?esires to sell the Product. to Buyers-to generate teyenue to thud Seller?s Missionhas. de?ned. in sehedttie. A). Bigger desires to buy Product ?om fog: pihtetitiei tale to retail a?ttd Whitlesale customers-.- NOW, THEREFORE, theparties? agree as fellows: 1. Term. a. This Agreement; shall he in effect for the Term (as de?ned in. Shhedule 13. Buyer has agreed to fund the startup costs, and to reimburse senses- expen?ses in operating the ADS lottettotz?s fossis? (.5) months (the ?Financial Re?eszes?liee?); It is the them. of Beyer and Sie'?e'r that fo?oWing'the Financial Review Dead?lhre, each ADS Lsoe'atio? will, estehIiSheti, be switched to a ?13qu purchase? agreement; and if not successful? established, be termihatEd, Should-the. parties fail to agree to transition any ADS Loee??orito a ?5th humhase' agreement following the Financial Review Deadline; than. this. hymen: will continue until ?ee earlier of the expiration. of the Term?, of un?t temiinateti either. party in aecoriiahoe- with Section 9. Sale ofProduct; Purchase Price. a. Setter agrees to sell to Buyer?, to be}; item Seller, 311? Product which Seller shall receive -'at the ADS Locations during the Termofthis-Agteement h. Buyer will paySeIlet the Phrehasjeilf?iiee (set foith iat?eheduleAa-forca? Product received duhhg' the" Tetm The Purchase Reine (together with the expense reimbursement under Section 4) is the fail cempe?Satieti to Seller. for aili Product received by Buyer under this Agreement, and Buyer ahti'Se?e'r agree thai??ltt' Purchase Price is fair compensation for?ie purchase o'fth'e Presses. c. Beyer shrill make payment to Seller under this Agreement by the ?fteenth (151?) day of Reporting. Period (as defined in Section 15) for the Pute?httse Price applicable to: the pree'eding Reporting Period. Maintenance; Personnel; Equipment. a. Buyer will be responsible to obtain written pem?ssion (in the form of a written agreement with the land owner) for Seller to use the ADS L0oations, and to provide the items as set forth in ScheduleD. ADS P'urehase Agreement {Bulk F1115 Partner] Am of SW WA F?age of 14 b. Salter willbe responsinle-tq: i. togolarly at daily basis) inepeotendi collect any and all Product, including any Ptotl?tmt that is 15% outside,- that the ADS: Locations are-at all'tin?lee ?kt5pt and mintained is a safe, clean mannet; ii. ensure that at! ADS .Loestioos mekept some ftom entry by the public, at all times (Include-lg by preventing access during business hour-s; and by looking attendedl'loea?ons Boom-that straits are taken to avoid notation the tens of Buyer?s wnthan amment wi?xthe: lastlottnf'i, ?ng the-ADS containers most'only be placedJin the-speci?c siteatea speci?ed by Bayer: iv. comply?vi?i all; other ADS operational requirements as may be directed by Buyer! time to'tit'ne; and v. proVide?the items as set-forth'in Scheduiel}. c. With respect to any ADS Locations thatere indicated as: ?attended? in Schedule B: Buyer will provide Seller with the attended ADS (whether a? pod, truck or trailer). i'i. Buyer will ensure the attended ABS is pr?d with Buyer?s standard ADS signage program, inci?di?g Seller?h 1030 (Subject to obtatmng Se??e?s prior approval thereof). and contains any when disclosures requirediby'npplienbte laws. Seller will be 501er responsible to provitle all, necessary personnel to sta?? the ADS Location dating the regular ?nding home as agreed with Buyer, commencing on the date that sellers the attended ADS isotta?n?ole attite ADS Location, subject to reasonable. closures for incletnent- weather and other reasons to ensmre the Health and safety of ABS personnel, as determined. by Seller). d. All ADS Locations} (whether attended or un?ltended) will be provided with a bin. The party indicated in Buyer or Sella?) Will provide the-bin, and. will ensure the bin is Wrapped With signage-including Seller?s, eppmved logo, and any mitten disclosures required by Applicable?Laws, es ditto-ted by Boyer; If'?te bin?has already been wrapped. by'Seller, Seller-may provide such. required disclosure language; by my of?a conspicuous (Le. clearly visibl?sticke'r on bin. 6. The ometship inlet-wt (mentor or. owned Outright.) in containers will remain With the party that provide? such equipment, during and following. the tennjnation of'tln's' Agreement, unless either pattyiagteegto ttonsfer ownership of'ineh equipment to the other petty. 4. EXpensc?Reimttul-sement. a: Buyer agrees to reimburse to Seller all authorized expenses incurred by Seller in operating the ADS Locations, in accordance with this Section 4. b. Buyer and Seller will work collaboratively to develola Seller?s financial budget and forecast dels for operation of the ADS Locations?,- which will provide the framework for authorized expenses. A?ut ori?zed expenses are generally as set forth in Schedule to this Agreement. ADS Purchase Agreement (Bulk Plus Partner) - An: ofSW WA Page 2 of 14 cl Sellei? must submit all slashes for authorized expenSes' in accordance with the reimbursement submittal process agreed ?with Bayer (Currently as set; forth "1i! seasons E), at least: or more frequently Buyer- will make pennant to asellerI for all authorized expenses within ?irty (30) days following Seller snhmittal and 3-.- Seller shall regularly collect all. Product received at the ADS Looationsi Seller will measure all Prudent daily and will report the volatile received to Bayer-,- through the web based applications provided by Buyer. and othemsseprowde mfonns?tion as may he requested by Bayer from thee. to time. Stellar agrees to deliyer the, Product to Buyers designated looshon(s) ?as noti?ed by Buyer to ashes. Seller agrees not to hay Produtt oh new 3- Day, Memos-Isl Day, Independence Day, Labor. Day; Day, alltl. Christmas Day, or on any says that Buys-sit" production roots is closed In the event of weather mates- olosores' or as antennae noti?es lay Boyet to Seller; Buyer will meme the Product at the time of receipt at Buyer?s location identifying the total volume of Pmduct mowed. by Buyer- ?'orn Se?llcr under this Agreoment; Buyer will tale: all meatless necessary to that prior to measurement the Product' is not with and is segregated from, property belonging to any third patty organizations Buyer shall regularly monitor these practices to ensue that Product IS accurately Seller Title and sisk of loss to the Product will pass ?on?i Seller to Buyer at the time that Buyer accepts delivery of the Product from the sails: at Boyer Seller? 5 of militias m?fonnatlon through Buyer web based apphcahon [or- any .nther method- of promdmg information to Buyer) Is not deemed delivery This- and risk of loss will transfer to Boyer even if obligation to pay for the Psoiiuct in accordance with the ?forms. of this Agreement Buyer Will. have custody of Contributions (that is, the Produot) at the time that Seller delivers the Product to Buyer. Marketing Materials. 3. Buyer must obtain Seller? 5 prior mitten approval for all signage and marketing materials produced by Buyer containing Seller- 5 marketing message; the Seller Marks (as de?ned below} and Solid 5 colors sang for the outpose of enabling Boyer to perfonn its herewader and subject to all of; the other terms and conditions of this AgreBntent, seller giants to Buyer a ignites, nan- exolustve, non-translatable retractable ?ght and license to use Seller?s ?ame, bassinet-Ms}, and logo(s) (the ?Seller Marks?) at. the ADS. Locations anti in marketing materials designed to _pIoI_note donations of Product to Seller at the. ADS locations. Seller agrees that Buyer may ?at Seller' 3. name and logo to promote Seller ADS Locations on Buyer? 5 website Buyer agrees: (Ii) that it shall not ?le, make, or enter into shy application or agiieemeot to secure for Buyer or any thitd pat-ties- any right to any of the seas Marks; (ii) that Salinas license granted hel?eundor does not constitute any endorsement of Buyer by Seller, nor of any product, service or other activity of Buyer; that Buyer hereby assigns to Seller and/or release: any claim or proprietary rights Buyer may, by operation of law or otherwise, have to the Seller Marks; and (iv) that all use of the Seller Marks by li?myer1 and all goodwill associated therewith, inures- to the ADS Purchase Agreement (Bulk Pins Partner} - Arc of SW WA Page 3 of 14 bene?t-of Seller; Sellerregenres 331d reruns till right, title and interestiin' and to the Seller Marks not expressly granted to Buyer 0. Seller shall defend; Indemnity am hold Buyerland its. agents, servant's, ernployees, of?cers and 11331111635 ah?i?St ally" demmd, claim, assertion. oftliabilityer actien, arising out rife: relajti'ag. to eaters With resyect to any of- the Seller Marks grovidetl by Seller that in?inge or estate'gaeare alleged or: Vitiiatc} any patent; engyrighh easemuher tradeseeretzei? .ahy' thirdpa?a'; and .Selletwil?l? pay all damages,- costs and fees reasonable attorney?s fees and oasis Seller writing: of; any such claim, (123. Seller may, in its: gliseretion, glee: :te- chattel 'ai? headset the dame-911W? mile: 919-1111 (meded't?et Seller will shit weer-e theses? afra judgment or: enter info any 31?31: Emphases: 011' Buyer $h3? 01? mns?o'i?ne wi?iont the? P??f W??m muses? ?fthityb?l, Buyer 9001151'8163 965131 Seller in ee?nee'iiea with?the defame-me claim, at" Sellefis' expense; were) at' Seller?s instruction; Buyer premp?it'thase's': take at the alleged m??mging SellerzMarl-zs. (1. Seller agrees that. Buyer?silogo antibraiid?nig Will he oresent' on all containers provided by Buyer; hilt not limited to' Buyer?s '?Donatiealp?rop Spot? loge-or such other logos as may be used By" Buyer from time to time; Seller agrees that it will nei use, not allow any third par-Wit) use Buyer?s names or logos except? with. the express?prl?er approval of?uye?r. 7. Reports; Audit. 3. On or before the tenth (10th) day of each Reporting Period, Buyer shall proiritle' Seller with a reocrt that includes the total weight of'Protluct received by Buyer ?em S'elier in the. preceding Reporting-Period, with a separate itemiza?o? .Of?le Softhootls, (as those terms are each Section and. the P?mhese?tiee te bepaid fersuCh?Pm?nct-received during the?Repcrting Period (the meant-ting Period Repair"). b. Buyer- and Seller agree to Work; coopeiatively to tesearch, resolve, and reconcile any discrepancy between Buyer?s records. and Stealth Within ?ve days of noti?cation. Discrepancies with ?nancial impadt, (is. $5000.00 or greater); will be corrected (by payment by Bayer to Seller, or by Seller to Buyer, as applicable) within ?ve (5) days; Minor discrepancies will be corrected on the next scheduled games}; by Buyer-to Seller: Ettherparty must'ao??r?y the other party of any payment diScrepancies within sixty (603' days of issuance of the Reporting. PetiOd Report, failing: which neither party will have an obligation to rectify any payment discrepancy. c. During the Term: of this Agreement and for one (31)?er a?erward, Buyer-will maintain complete and accurate records suf?cient tc?verify't?liatQBUQet'has paidS'eller the full and. accurate amount due under this Agreement. Dim?hg the and for pet-indef one (1) year afterwards Seller has the tight with tee (19) date" aeti'ce te-Bayer to auditeity mores, including documents and o?ier bushels-"records used to message, track and accou'ia't for Broduet-pmehased by Buyer {rem 8131,1651; Any audits. will be co?d?cteil at Buyer?s: ceijporate office in Bellevue, Washington during-aouhal and Buyer will timely Cooperate with Seller?s audit requests, and will use reasonable. efforts to assist Seller with canying out any such audit. 8. Applicable Law.- Buyer represents and warrants that at all times dining the Tenn of this Agreement, Buyer will comply with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders and requirements, whe?ier new in force or hereafter enacted (?Applicable Law?). Seller represents and warrants that it will comply with all Applicable Law, and will provide Buyer with all reasonable and necessary assistance to allow Buyer to comply with Applicable law. ADS Purchase Agreerhenl {Bulk Plus Partner) - Arc ot'SW WA Page 4 of 14 10. ll. Defam- Th??i?a?ou. a1 Either hefty may, in the event of a defax?t or: breach-r of any provision of this Agteement-. bY'tle? other party,- setfve or deliver smitten-hottes- hreaeh for defa??t, giving the other (30) days within. which to cuxe said default and $60.11me WIth the teens of this Agtem??t Failure, to correct. such, default: within the thirty (30) day euro penod shell. he: ngomids. fol-- m?Ediate af?rms Amines: be the. nonediefacl?ng 3321115! by: onset: some to the Elthorparly nilajt elect to eny or no. moses, by giving theother party attest-mare?? (30.) days. somehow oftemm anon Nomithstandmg anyt?i?g to the cannery herein, Buyer. may elect to add or tie-move ADS Locations (53? alter the-type effecting) item the. list inSQ edule' B, at -any ?inciby giving seller at- least days priot notice, Notwithstanding Section '13rof'd1isAgreement, notices under this Section Silo may he givenhy email; Under: all Buyer shall pay the Forehase??cezdhe under this Agreement Up to?th'e date of termination for all Product received hthiyer ??om seller. anti D?l?rwi?so?ch party shall bear its own costs and expenses associated with any tert'r?natio? of its business operations resulting from the lamination Of this Agreement, On or hefoie? the date of tanninstion of this Agreement (Or: with respect- to any individual Locatibli), Buyer mthat. cease all use of Seller?s name, logo or other Seller branded marketing mateiats With fespe'ct to the subject matter: of this Agreemmt. Insurance d: I??emnihn 3. During- the Term of this Agreement Buyer agrees to maintain comercial general liability immense at a minimum amountof one million dollars (Combine-d Single. Limit) per commence and two million dollars in the aggregate. Eeyor?s. insomnoe may be coated under such blanket or umbrella. policies, and be suhjtact to such? deduetihles or self-insured retention amounts, as Buyer shall detennine acting masonnb'ly. During. the Teen 0f Agreement Seller agrees to memos: commercial general liability insurance at a minimum amount of one millitin doll-sis. ($1,000,000) (Comhhied p'e?r occurrence and hates million in ?iegs'ggmgate, All Vehicles used by Seller in relation to this Agreement, shall have minimum of. $1,000,000. pet occurrence in auto liability msurance,. and Seller hereby release each other. and their shaleholders, directois, o?cers, partners, employees, agents, or connectors from any clahns that are caused by or result: ?cm damages that are, caused, by or result from risk-s insured against under any insurance policies certit?d by?the. rospeotive'parties. Warranty; Buyer.- achiowledges that Seller is selling the Product to Buyer in fan-?as is" condition. Seller offers to Buyer no wartanty with regardto? the Product, either expressed or ?irnplied, including without limitation any warranty of merchantability or ?tness foe a particular purpose.- In no extent shall Seller, its directors, of?cers, employees, volnnteers, agents, or repiesentatixtes be liable for any damages, indirect, special,- consequentiel or otherwise to Buyer as a result of the condition of '3in Product or the contents of any bag, box, or other receptacle or centainer in which. the Product is- delivered to Buyer; ADS Purchase Agreement (Bulk Plus Partner) Arc of' SW WA Page 5 of 4 12?. 13. 1.4-. Con?dentiality Bdth? pathos acknowledge that 3031' 113111.131 and. proprietary information 1111131113 pihvided in connotation With this Agreement, includincr any materials labeled 3'5 con?dential, Whi'oh canfstitlite valoable special 3.11.11 13113113 335315: 1:11: the. (11531351113 party. (?Con?dential infomehon?) Accordingly: ?35311 113113?! 33131331? sovenaats ?and agrees?- 3111111113 1111;151:133 that it. ?5113.11? 1153.511311- Coh?detlttal Information solely :11 3311113311311 With the performance of this Agreement, and as required by applicable laW;. 1133 11 511311113131531353 or melee available? at. any time any Con?dential 11113131311311 to 311y 311131? 13313311 or 31111137 31133th as required by applicable law:- (1:3 that the remixing party shall preterit such (33311113111131. 11113311131131: with the same degree of ears that it 3113531535 with: its .own con?dential and prop?eEasy 31131111311311, and (ad) that upon the 31351131133 or (lamination-3131115- Agreement ?to: 3115113353111 any written ?information data, or 1113131131 concerning any? 3553335515. Information. and all copies theredf, Will be?. returned 13? 11136153135133 party (or: with the written pennission 311113 (1153135133 hasty, destroyed lay the recetvmg party), 3533111 as ?by applicable 13W. Con?dential Informatroa shall not? include Information Which is or bedomes publicly 3513113313? 311111311! {1133311011135 Agreement. 33111111311133.1105 or demand 1:3ng to. this Agreement shall he. is a WritiII'ng signed by the party ?gilnng such notice and shall 53111 by United $13133 Ceiti?e'd Mail postage 131333111,th overnight courier service, .31" 1531-. 1:15th dellvery, to the 11311135 ?31' the 31131135535 set fend: 13 53113111113191 or? 5111311 3111.31? address as either party? may netify the. other party from time to time Notices.? 511311 be deemed deliveifed upon receipt or- upon 1311153113 accept delivery Misaellaneous. 3. Governing Law; Venue. This Agseement and any alleged. default; or breaoh thereof. shall be construed or determined, as the case may be according to the laws of the State of Washington Without regard to the conflicts of 3le provisiom thereof to the extent 5.1.1311 pnnupals 3'1" 1111.35. would require or permit the application of laws; sf? 33y ?other Jurisdiction other than the. 81313" of Washing?toil. The appropriate vehue for any claim 15 11'1? Clark County, Both parties Waist: any claim or cause of amino against the other party for? exemplary? ?or punitive damages? whether by? arbitration or litigation. EACH PARTY IRRE-VOCABLY AND UNCONDITIONALLY WAIVES: TO FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY IT MAY HAVE TO. A JURY IN ANY LEGAL ACTION FROG-131313115161 CAUSE OF ACTION 0R COUNTERCLAIM ARISING OUT OF OR REIATIN TO THIS AGREEMENT. b. Force Majeure. If Buyer or Seller 15 prevented ?'onl carrying on. business by reason of the enforcement. oi" any ordinance, statutes, laW5,I 111135, or. regl?'ations of any public utility, city, county, state or federal govemmeut authority,- or 11' either party is for any cause not the- fault of that party; prevented from carrying on- the-33111111135 311111 31311313113115 desclilled' 111- this Agreement then such part-y shall be? excused. ?tom any obligation to perform while prevented from doing business Buyer and Seller will? at all-1111135 use diligence to remove any? 3135133135 which may prevent 1113 carrying on of 1113 3115111355 1135de in? this Agreement. 3. Saver-ability If? any pol-11311 31' this Agreement is held 13.? 133 11133131 or une?forceablej, ?the remaining ?pol-?does of this Agreement will remain 1'11 full force and 311331.133}: intralid or one-111013331313 portions will be'. 11113113331311 with regard to the 1313.31 of the original ?parties. If 511311 construction is not 3355113131113 invalid 3'1- uhenforoeabie portion will he severed from. this Agreement.? bat ?the rest of the? Agreement will 1311311111 in? 11.111 for'oe ?and effect. :21. Waiver. The failz'lre of either party to enforce, at any time or fer any period of time, any one or- r'ntir?e of the provisions 113th 5.1131] not he oons'tmed to be a waiver of" such provisions or of the sight of such party thereafter to caforoe each. such pmvidion. All waivers by a party must be in writing and. sent pursuant to the notices provision of this Agreement. ADS Purchase Agreement (Bulk Plus Partner) Arc of SW WA Page 6 of 14 91. Time 19: 1391191199999 Tune is 91? the 95591199 :11 9991199999 with the. patter-insane ef?te. patties! 1931399999 991 igatiens 1191911?: 99111111116111 f. 19999999991 99999919: Nothing- herein shall. be or deemed to create a 39119 venture or 11911991511113..- Re?ning. ?111 this Agreement shall be 9911911119919 any party. its agents, servants 9r- empleyees 9159 91119919 91: 91? the ethe: party Eat-ti party ?shall? have =19 .999 for 9913: it's.- 9919193995 9999:- all ?999,191, State, 9119993119913, or regulations regarding empleyees come-?11999911, 1119919999, 19991119 tax; Withholding, and 99111911299911 i9: empieyment 99 wait as any 91:11:91 Iajcts, 19919, 9r regulations, 91" Similar unportance, partyhereby aelmewledges and 931993 that it 91191111th1 1'19 911111911999 99:9: 19:9 999999: 9919919991 in: 9.: :9 bind? 1119. 99:9: party 919991 as any 99 99999199113: approved 1'11?an lay-?91991191199919 party g. Agaigmnent This? Agreement my not be assigned. 19 9919199131911 by either party hereto the 911999 11911111951911 9f the 9111991391133}. 11. Amendments. Beyer and Seller 99:99 that: 119 amendments, trainers or exceptions may be: made t9 this. Agreement, except in writing and signed by ?119111 Buyer and Seller, .91 as may be reqaired by applicable law. it Whole Agreement This Agreement .sets forth all the terms agreed upon by the? parties with respect to the subject matter of this Agreement and 519391999199 all. prior? oral written agreements, arrangements and communications between the parties 9911991111112 such subjeet matter. 15.. Derhga?i?ttnm. 9. means Attended 131.999.9911 Station, and. is a. generic term used by Buyer and Seller to set-9999 139111 attended and unattended ADS 1999999119; ?139 Net List? means the list- 91? items that Buyer cannot 9999ng including. weapons (?reamns, explosives, 39111191111199, ?ares 9193, hazardous materials (batteries, paints, chemicals, clean?mg products, poisons, etc}, 9911311119999 materials (11111113991111.1911, ?eets, tubs, cabinets, carpet, 9999, 91111119915, etc. some items in this categety may be accepted; including faucets, light fixtures, stained glass windows, 1199191919, 19993 11991999- products? (1991119ng any items that operate 913? 91'? 99119911 first (Even if the items do 1191 ham 9' ?nal 91' gas?: tattk), ineludihg gas 03115;, propane cylinders: 9991399995, 199111? 9199919, 9999 1111111119111 .999 91191195?; tiled 191191195?,- 9193, automohile parts (mes, mufflers, fenders 919? 9991: time in 1211999999131 may he aesepted, including 991 radios and 91999999.}, damdged (9191? 1's; 1991, 3911.911 9.1.111 119911 91' repair3, 999919 beds and. heddihg. paths (hides?beds bunk beds, mattresses, 139:1? 99191119999911 springs, 9193, 11119919191119.1995 in; eabmets GRT 9999" telemamps and 1991111913 (11115 91191981911 9.999 1191 apply 91 LCD LED 91' 91931119 ?at 513199993. infant ?1119911199199 seats, 999's and. products restricted by? law), swing. sets?; ?999, pets large appliances (1993;991:9199, dishwashers 911999999199999999193 marinevessels? {9999, 9911999,.kayalts, etc) and 9991.: (small children 9.- 13191199 99919 are 9999;319:113. The Do N91 Accept. List may benpdated 9991 time to 99199991991", by 119999 .19 Seller Bigger will provide farther information and examples 9191.9 D9 Accept List on receipt of request Seller. 9. means all furniture and other large items. Fumimre includes seating (sofas, couches, leveseats, recliners, foot stools, chairs), fairies (dining, kitchen, coffee, end, computer, night stand, patio), storage units (dresser, hutch, 91111999, bookcase, cabinets, entertainment center), beds (headboards, ?ames) Other large items include all items (excluding- So? Goods and ADS Purchase Agreement (Bulk-Plus Farmer) - Arc of SW WA Page 7 of 14 ?rm:tnre) Iaigtn than 1'33" l3" 1: 13*" in size (fnr' example, stereos, speakers, DVD and VCR piayers,hi9y919s,g9lf garden toms, table lamps, i199: lamps, sports eqmpment chemise eqt?ptn'ent, sId's, (I. "Mis?t" mantis 811 enthr- tyres 9f 21-99991 that are 991; 891?: Grands 93?- F011, that 15,. hQIJSehei'd g99tls anti: smalI 919991991 items. smaller than 1'8" at 18? maize. MisenI 3991:1993 housewares games puzzles, Jewelry, crafts mags,- pet's, pans, small gasses teeIs 99:93 9995, vases, dishes,- eutIery, stti'ffedi aniinals, glassware, silverware, stemwate, baSIte'is, ornaments hand theirs), small electritral items (masters, rattle; power totals, irons; blah-tints mixers small Stereos, JED, spiayem?), banks and. media (hardback books paperback banks, magazinesreenras, tapes, CBS widens, DVDs. and. computer sa?warej; e. all" Shit 6999s,.h1iscei and POLL. excluding items 93': the 139 Net AcceptrList. f; ??apor?ng Pier-ind? Is one at twelve per-i995 per year, as detemnned based on Buyers standard 9?4?5 retail eaIendar, and-_ as advised by. t9 B31349: Eagh 11mg Pei-Ind may. he e'i?'rer a ?4 Week'- Period? 91' a ?5 Week Reportmgi?en?d? g. ?39ft (29999?9'199?95 all 919thing, sham, necessaries and bed and bath items, Including slanting (men s, womens childrans), naming accessories (hats, mittens scarves, ties, nylons, socks, underwear) personaI assessorim (purses, wallets, fanny packs, Bags), sea and bath (towels, sheets, blankets, pillows, curtains, tablecloths), shees (ail types) and other 9191.11 materials (excludhlg water damaged or moldy items) 16. Special Conditions Each party hereby incorporates the special conditions, if any, contained in hedulem- tethis Agreement 17. Execution The parties agree that this Agreement may be transmitted hammer: them by fa9simile machine or by. electronic mail. The parties intend that faxed signatures 9r signatures transititte'd by electten'ie mail constitute 9ri?ginal signatnr'es? and that a fared enpy or a 999)! transmitted by mail of this Agreement containing the signatures (nngmal 9r: fasted 9r sleettonic nfali 9f the parties shall be binding on the parties (Rest 9fpsge' intentionally blank; signatures on next page} ADS Purchase Agreement (Bulk Plus Partner) Arc 9f SW WA Page 8 of i4 IN MEREGF the pasts-have assented this Agibeine?t,? shame as the DateName: Ti??f? Lara? t'?lliti E7 {Saw Ti??i Date: ts 251.57? . Bats: Two ef?ccrs of Seller must sign this Agreemem. By sntarmg this Agzecment Sells:- represmfs and mutants thatits Board ofDuEGfom has reviewed and approvw this Agreement for executibn by 512116;. i? R: ADS Purchase Agreement (Bulk Pius Partner) Arc of SW WA Page 9 arm Comm: D?t? T513111. Seller- Sailer's addr'ess ferno?ticeis Seller?s Mission. Buyer Buyer?s address-fornotices Gen'grapl?ca'i Arenfs) Purchase Price. Soft Goods Miscel Sch?edm I em=Sched ule latlsim?is macaw ems-22021:? a; W?si?h??'tmii?bhe?m?? @r?ufa?hx: 55.11 NE 13*? Sheet Vancouvcer?u?JSB?i Tile. All: ofSoumweat h'clps people with, intellec?m?al and. developmental dtsab?lnes abhi'eve a lif??mje of: snack-:58 by building capability with respectful advocacy, (limit supgort of individuals and their farmhes and promonon of?l?l] participation' maour community. mi 1110. a Washington cozp?r-ation Aim; Saurcing 1140033 6:35 Sheet.# 220" Bellevue? WA 98004 State AftendedADS Unattended ADS 5&090 per-pound $014157-per pound $0.035 per?pauud $0.143 per $01035 PEI. 115m $0.143 per-item ADS Purchase {Bulk Plus I?m-trier) Arc of SW WA Page 19 of 14 Site-1f Ad?mss Ein"prbvi?e? By A?bndad unattended S?e?ef Bayer 4097 115?3?NE?Faw?1.l?ihian., "Vanaeuvsr? WA 93662- ADS PurChase Agreement (Bulk Plus Partner) Arc of Page 01:14 racial Coadltiorts Washingi?nstafei P?r?sua?t ts 19391397 a?t?l WAG 434320-240, the: par?ss ag'r'se': Both Bugat- and sails: must compiy With all applicable laws On rsqusst; Baysr must prsaidsi Seller} 3 o?iaem With reaspnahl?e access to': Buyer ?nancial records relating to Seller and this a Buyer?s ?mdratsmg apex-shims, es the names of. Buysr? 5 511119103363 '01 stat? who are: ?kndraising 01? 13111111131318 sallmtattmi his; sans: hahalf- - S??ilar will fetish-e 100% of. the fair market value (which the [mass-agree issthe Purchase Price; for all Prad?c?purchased by Buver No compensatitm- =15 payable to Buyer under this Agreement. Buy-Er and S?ilsr w?l 1:31:11 hear its own costs in carrying out its obligations under this Agreeimnt . Seller will maintain its omdonor lisL ADS Purchase Agreement {Bulk Plus Partner) Arc of?SW WA Page 12 of Sehedale DI Where items are: indicated as Seller.? 3 respasmbahty, Buyer will reimburse- Seller" a reasonable expenses in preparing such items sshj'eet ta Sectian '4 ofthe Agreement. Atten?e? Cantainers- Bassinets pro?tieattendeki ADS cantainerw sustenance, Unattended B?vt'iill prayiseihse?t Confaihers Start. Up Beyer will prosadeshelwng chair garbage bi1?1, ambassa?ar vests and leak-s; Ongoing maintenance efeiese item- will be Seller: a responsibility Bmyei? will wail-k assist Seller with scum-i113 n'ecessaeyi items, and seller- may: Be able to order replacement items through Buyer. I Recurring Supplies Seller will provide bags bexes tape, unifonn- items- affine supplies, batteries for I scale indicator; Ste?it: Buyer will and installs seats at :itll attended ADS. setter will be respassible for. ongoing mahiten?anee sad daily operatian af?ne Sealer Flibn?e Buyei' will provide Seller with .a phone, .or Belles may abf'ain its own phone and Buyer wilt reimburse.- a maximum $25 per. ADS fier- month. Occupancy costs Buyer-Ml] be respbitsible for all pant, utilities ra?ii any additional accupaney costs ehargeti by the lami- timer or other casts. associated with setting up the ADS site.- Sig?na?gii: Beyer iiali be responsible for 111 sig?a?g?e an the attended ABS chiaisei- (tied. thiek or trailer}; The party prayiding the his will be respansible for the $1 gnage on the bin The party. prayidmg any signage must ensme that the signage complies with? titty applicable laws 11: cases anti Bantams any disalesure language as may be required By, law (as by Buyer) Personnel Seltei will be responsible to orgasize all seat? 111 accordance with the expected ADS- vaiume. All staf?hg decisions will be subject- to" Buyer approval and Buyer mil provide Seller with allireiinin?g material and. in?ections] resoumes Marketing Buyer Will'be means mammal Opening sass rose marketing caspa?isns. Any addi?asal. campaigns, will be subject to agreement 15131111111211 Beyer and Seller.- . ADS Purchase Agreemetit [Buik Plus Part11er)? Arc of SW WA Page 13 11114 EnseiSu?bj?xiittai Form W'Grad?mtal aim-1m 5:21.91? . hur- 5mm era km?ut- Human-aw. by 1&1 ADS Purchase Agreement (Bulk Plus Palmer) Arc of SW WA Page 14 of 14 UPS CampusShip: Shipment Label Page 1 of 1 UPS CampusShip: ViewiPrint Label 1. Ensure there are no other shipping or tracking labels attached to your package. Select the Print button on the print dialog box that appears. Note: If your browser does not support this function select Print from the File menu to print the label. Fold the printed label at the solid line below. Place the label in a UPS Shipping Pouch. If you do not have a pouch, af?x the folded label using clear plastic shipping tape over the entire label. GETTING YOUR SHIPMENT T0 UPS Customers with a Daily Pickup Your driver will pickup your shipmen-t(s) as usual. Customers without a Daily Pickup Take your package to any location of The UPS StoreA?, UPS Access Point(TM) location, UPS Drop Box, UPS Customer Center, UPS Alliances (Of?ce DepotA? or StaplesA?) or Authorized Shipping Outlet near you. Items sent via UPS Return Services(SM) (including via Ground) are also accepted at Drop Boxes. To find the location nearest you, please visit the Resources area of CampusShip and select UPS Locations. Schedule a same day or future day Pickup to have a UPS driver pickup all your CampusShip packages. Hand the package to any UPS driver in your area. UPS Access PointTM UPS Access PointTM UPS Access PointTM THE UPS STORE THE UPS STORE THE UPS STORE 227 BELLEVUE WAY NE 12819 SE 38TH ST 14150 NE 20TH ST BELLEVUE 98004 BELLEVUE 98006 BELLEVUE 98007 FOLD HERE ?41: a. edged55.3155: PM 8 t?Il U3 5 6 gigs? 31m 00 a a?ai?ta a warm-inn VJ E4 5 ?5 PrintWindo. .. 12/1 7/201 5 From: To: Date: Subject: Shifley, Sarah (ATG) Grant, James (jimgrant@dwt.com) (jimgrant@dwt.com) 1/26/2016 1:11:55 PM TVI: Follow up in 2nd CID Responses Hi, Jim, In reviewing TVI’s narrative responses to the state’s second civil investigative demand, we noticed that 13a Looking ahead, we would also like to schedule the Brian Clearman’s deposition. Would you please send me your and Mr. Clearman’s availability during the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov. From: To: Date: Subject: Grant, James Shifley, Sarah (ATG) 1/28/2016 7:56:38 AM RE: Follow up in 2nd CID Responses Sarah, [13a] I’m working on getting a date for Mr. Clearman’s deposition and will get back to you about that. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Tuesday, January 26, 2016 1:12 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI: Follow up in 2nd CID Responses Hi, Jim, In reviewing TVI’s narrative responses to the state’s second civil investigative demand, we noticed that 13a Looking ahead, we would also like to schedule the Brian Clearman’s deposition. Would you please send me your and Mr. Clearman’s availability during the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: To: Date: Subject: Shifley, Sarah (ATG) Grant, James 1/28/2016 8:31:38 AM RE: Follow up in 2nd CID Responses Thanks, Jim. We will consider the information in your email a supplemental response to Request for Production 9(g) and look forward to hearing from you regarding a date for Mr. Clearman’s deposition. Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, January 28, 2016 7:57 AM To: Shifley, Sarah (ATG) Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: Follow up in 2nd CID Responses Sarah, [13a] I’m working on getting a date for Mr. Clearman’s deposition and will get back to you about that. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Tuesday, January 26, 2016 1:12 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI: Follow up in 2nd CID Responses Hi, Jim, [2a], [2e] Looking ahead, we would also like to schedule the Brian Clearman’s deposition. Would you please send me your and Mr. Clearman’s availability during the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: To: Date: Subject: Nelson, John (ATG) Rothbaum, Leslie (ATG) 2/16/2016 3:19:45 PM FW: TVI/Value Village -- Deposition dates From: Grant, James [mailto:jimgrant@dwt.com] Sent: Saturday, February 06, 2016 6:26 AM To: Nelson, John (ATG) Cc: Rothbaum, Leslie (ATG); Shifley, Sarah (ATG) Subject: RE: TVI/Value Village -- Deposition dates Okay, I’ll tell folks on my side. Assuming we’re going with similar arrangements as last week, we’ll block out Wednesday afternoon, starting at 1:00, at your offices. If that’s not right or you need to move the date, please let me know. Have a good weekend. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Nelson, John (ATG) [mailto:JohnN2@ATG.WA.GOV] Sent: Friday, February 05, 2016 2:23 PM To: Grant, James; Shifley, Sarah (ATG) Cc: Rothbaum, Leslie (ATG) Subject: RE: TVI/Value Village -- Deposition dates JimRight now the 2nd looks good. However, I may have military duty the week of the 29th. I should have more clarity on the issue by next Friday. We’ll tentatively pencil that date in, subject to my availability. Have a good weekend, John From: Grant, James [mailto:jimgrant@dwt.com] Sent: Friday, February 05, 2016 2:05 PM To: Shifley, Sarah (ATG) Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: TVI/Value Village -- Deposition dates Sarah, It was good to meet you, John, Leslie and the others from your office Wednesday. We can do Brian Clearman’s deposition on Wednesday, March 2 (we’ve got conflicts on various fronts for the prior week). Let me know if that works. Would that be a half-day also? And, if so, the afternoon would be preferable. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Friday, February 05, 2016 12:00 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI/Value Village -- Deposition dates Hi, Jim, I hope you are well. I am writing to follow up with you regarding possible days for the second deposition in the TVI/Value Village matter. Could you please send us your and Mr. Clearman’s availability for the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Shifley, Sarah (ATG) Sent: Thursday, January 28, 2016 8:32 AM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: Follow up in 2nd CID Responses Thanks, Jim. We will consider the information in your email a supplemental response to Request for Production 9(g) and look forward to hearing from you regarding a date for Mr. Clearman’s deposition. Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, January 28, 2016 7:57 AM To: Shifley, Sarah (ATG) Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: Follow up in 2nd CID Responses Sarah, [13a] [13a] I’m working on getting a date for Mr. Clearman’s deposition and will get back to you about that. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Tuesday, January 26, 2016 1:12 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI: Follow up in 2nd CID Responses Hi, Jim, In reviewing TVI’s narrative responses to the state’s second civil investigative demand, we noticed that 13a Looking ahead, we would also like to schedule the Brian Clearman’s deposition. Would you please send me your and Mr. Clearman’s availability during the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Rothbaum, Leslie (ATG) To: Grant, James (jimgrant@dwt.com) Reznek, Sarah G. (sarah.reznek@morganlewis.com) Date: 2/24/2016 2:14:58 PM Subject: TVI: Deposition of Brian Clearwell Attachments: 2016_02_24ClearmanOrderToAppear.pdf Please see the attached Order to Appear for Brian Clearwell. A hard copy will be sent in today’s mail. Thank you, Leslie Leslie Rothbaum Paralegal, Consumer Protection Division Office of the Attorney General 800 5th Ave. Suite 2000, TB-14 Seattle, WA 98104-3188 Phone: 206 389-3866 This e-mail may contain information that is legally privileged. If you have received this e-mail in error, please notify the sender immediately and delete this message. Any disclosure, copying, distribution or other use of the contents of this information is prohibited. 1 2 3 OFFICE OF THE ATTORNEY GENERAL STATE OF WASHINGTON 4 5 IN THE MATTER OF: 6 7 8 9 10 11 12 TVI, INC., SAVERS, INC., SAVERS ONLINE, INC., AND VALUE VILLAGE STORES, INC. TO: ORDER TO APPEAR PURSUANT TO RCW 11.110.110 BRIAN CLEARMAN Regional Partner Relations Manager TVI c/o Sarah Remek Morgan, Lewis & Brokius LLP 2020 K Street NW Washington, DC 20006-1806 13 Pursuant to RCW 11.110.100-.110, you are hereby commanded to appear at the place, date and 14 time specified below to provide information under oath before a court reporter in the above- 15 captioned matter. 16 17 18 19 DATE: TIME: PLACE: Wednesday, March 30, 2016 9:00 AM — 5:00 PM Office of the Attorney General 800 Fifth Ave, Ste. 2000 Seattle, WA 98104-3188 DATED this ~ day of February, 2016. 20 ROBERT W. FERGUSON Attorney General 21 22 Sarah A. Shifley, WS A # 39 Assistant Attorney General 23 24 25 26 ORDER TO APPEAR PURSUANT TO RCW 11.110.110 1 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206)464-7745 1 PROOF OF SERVICE 2 3 I certify that I delivered to or sent this Order to: 4 BRIAN CLEARMAN Regional Partner Relations Manager TVI c/o Sarah Reznek Morgan, Lewis & Brokius LLP 2020 K Street NW Washington, DC 20006-1806 5 6 7 8 James C. Grant Davis Wright Tremaine LLP 12013 d Ave. Ste. 2200 Seattle, WA 98101-3045 9 10 11 12 13 14 15 EJ-I SPS Mail LP' Email I certify under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. 16 17 Dated this '' day of February, 2016, at Seattle, Washington. 18 L 19 ~z AJ-rk ~A I LESLIE ROTHBAUM 20 21 22 23 24 25 26 ORDER TO APPEAR PURSUANT TO RCW 11.110.110 2 ATTORNEY GENERAL OF WASHINGTON Consumer Protection Division 800 Fifth Avenue, Suite 2000 Seattle, WA 98104-3188 (206) 464-7745 From: To: Date: Subject: Nelson, John (ATG) Shifley, Sarah (ATG) 2/5/2016 2:20:59 PM RE: TVI/Value Village -- Deposition dates TBD. I may have military duty the week of the 29th. I’ll know in about a week. I can send Jim and email and let him know we’ll decide on a date then. From: Shifley, Sarah (ATG) Sent: Friday, February 05, 2016 2:20 PM To: Nelson, John (ATG) Subject: FW: TVI/Value Village -- Deposition dates What say you? ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Grant, James [mailto:jimgrant@dwt.com] Sent: Friday, February 05, 2016 2:05 PM To: Shifley, Sarah (ATG) Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: TVI/Value Village -- Deposition dates Sarah, It was good to meet you, John, Leslie and the others from your office Wednesday. We can do Brian Clearman’s deposition on Wednesday, March 2 (we’ve got conflicts on various fronts for the prior week). Let me know if that works. Would that be a half-day also? And, if so, the afternoon would be preferable. Jim Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Friday, February 05, 2016 12:00 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI/Value Village -- Deposition dates Hi, Jim, I hope you are well. I am writing to follow up with you regarding possible days for the second deposition in the TVI/Value Village matter. Could you please send us your and Mr. Clearman’s availability for the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Shifley, Sarah (ATG) Sent: Thursday, January 28, 2016 8:32 AM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: Follow up in 2nd CID Responses Thanks, Jim. We will consider the information in your email a supplemental response to Request for Production 9(g) and look forward to hearing from you regarding a date for Mr. Clearman’s deposition. Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov . From: Grant, James [mailto:jimgrant@dwt.com] Sent: Thursday, January 28, 2016 7:57 AM To: Shifley, Sarah (ATG) Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: RE: Follow up in 2nd CID Responses Sarah, [13a] [13a] I’m working on getting a date for Mr. Clearman’s deposition and will get back to you about that. Jim Grant Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Tel: (206) 757-8096 Fax: (206) 757-7096 Email: jamesgrant@dwt.com Website: www.dwt.com Anchorage Bellevue Los Angeles New York Portland San Francisco Seattle Shanghai Washington, D.C. From: Shifley, Sarah (ATG) [mailto:SarahS5@ATG.WA.GOV] Sent: Tuesday, January 26, 2016 1:12 PM To: Grant, James Cc: Nelson, John (ATG); Rothbaum, Leslie (ATG) Subject: TVI: Follow up in 2nd CID Responses Hi, Jim, In reviewing TVI’s narrative responses to the state’s second civil investigative demand, we noticed that13a Looking ahead, we would also like to schedule the Brian Clearman’s deposition. Would you please send me your and Mr. Clearman’s availability during the last two weeks of February? Best, Sarah ________________________________________________________ Sarah S. Shifley Assistant Attorney General Consumer Protection Division 800 Fifth Ave, Ste. 2000 Seattle, WA 98104 206-389-3974 sarah.shifley@atg.wa.gov CONFIDENTIALITY NOTE: This email message and all attachments transmitted with it may contain legally privileged and confidential information intended solely for the use of the intended recipient, or the employee or agent responsible to deliver it to the intended recipient. You are hereby notified that any reading, dissemination, disclosure, distribution, copying or other use of this information without the permission of the Washington State Attorney General’s Office is strictly prohibited. If you have received this message in error, please notify the sender immediately by telephone at (206) 389-3974; or by electronic mail to sarah.shifley@atg.wa.gov .