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HomeMy WebLinkAboutAG 20-069 - Multi-Service Center RETURNTt'u: Sarah Bridgeford EXT: 2650 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON: Sarah Bridgeford EXT: 2650 3. DATE REQ.BY:3/2/2020 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT M HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: villa Capri Security Door Renovations 6. NAME OF CONTRACTOR: Multi-Service Center ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:O SCOPE,WORK OR SERVICES O COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE A ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: February20,2020 COMPLETION DATE: August 31,2020 9. TOTAL COMPENSATION$ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITI /DATE . VIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGERS] ❑ DIRECTOR v ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW �1 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12CO:' "T AC'T'S1GNATI- AY 1Z , ItOtI I IN `1)cIR'C'c:lI�[LSEN T: 7 3 DATEREC'D: T.%0 1 ti!c_;'\'A I ( kC 1 l;+ I,1 1 1', NCE CERTIFI ATE, LICENSES,EXHIBITS IT 1-1 J-C 1 Ia t [[ 411:111 i ?Jt 11 l i 1[I t tN FOR I MONTH PRIOR'1*0 EXPIRATION DATE f I[ncludc JL-I't sullpo = t.iCl tl - :et notification more than a month in advance if council approval is needed.) INITIAL f DATE SIGNED ❑ LAW DEPARTMENT P-<GNATORY(MAYOR OR DIRECTOR) r `] ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: 212017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 9$003-6325 (253) 835-7000 www cityoffederalway coni CDBG CAPITAL PROJECT CONTRACT FOR VILLA CAPRI SECURITY DOOR RENOVATIONS This Community Development Block Grant("CDBG")Capital Projects Contract("Contract")is made between the City of Federal Way,a Washington municipal corporation("City"),and Multi-Service Center,a Washington public benefit corporation"("Agency").The City and Agency(together"Parties")are located and do business at the below addresses which shall be valid for any notice required under this Contract: MULTI-SERVICE CENTER: CITY OF FEDERAL WAY: Robin Corak Sarah Bridgeford P.O. Box 23699 33325 8th Avenue South Federal Way, WA 98093 Federal Way, WA 98003-6325 (253) 838-6810 (telephone) (253) 835-2651 (telephone) robin(-,mschel s.or brittany.julius(a-),cityoffederalway.com WHEREAS, the City is an entitlement City applicant for CDBG funds (Catalogue of Federal Domestic Assistance-CFDA 14.218)under the Housing and Community Development Act of 1974(the"Act"),as amended, Pub. L. No. 93-383, 88 Stat. 633 (1974), and anticipates receiving CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act and under regulations promulgated by the Department of Housing and Urban Development("HUD"), at 24 C.F.R. §§ 570, et seq.; and WHEREAS,the City desires to contract with the Agency for the performance of certain eligible activities described within this Contract; and WHEREAS,it is appropriate and mutually desirable that the Agency be designated by the City to undertake the aforementioned eligible activities,so long as the requirements of the Act,HUD regulations,and state and local laws are adhered to, as provided for herein; and WHEREAS,the purpose of this Contract is to provide for cooperation between the City and the Agency,as the parties to this Contract, in the provision of such eligible activities; and WHEREAS,the parties are authorized and empowered to enter into this Contract pursuant to the Act,RCW 35.21.730 to .735, and/or by the Constitution and the enabling laws of the State of Washington; NOW THEREFORE, for and in consideration of the terms and conditions provided in this Contract, the parties mutually covenant and agree as follows: 2017 CDBG CAPITAL CONTRACT - 1 - 8/2017 "S CITY OF CITY HALL I �� 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityotfederalway.com INDEX TO CONTRACT SECTIONS I. Scope of Contract XXIII. Reversion of Assets II. Duration of Contract XXIV. Property Management Standards III. Compensation and Method of Payment XXV. Additional Local Requirements IV. Budget XXVI. Subcontracts and Purchases V. Internal Control and Accounting System XXVII. Conflict of Interest VI. Maintenance of Records XXVIII. Political Activity Prohibited VII. Monitoring and Reporting Requirements XXIX. Equipment Purchase, Maintenance, and VIII. Evaluations and Inspections Ownership IX. Corrective Action XXX. Notices X. Assignment XXXI. Proprietary Rights XI. Termination XXXII. Contract Amendments XII. Future Support XXXIII. Entire Contract/Waiver of Default XIII. Hold Harmless and Indemnification XXXIV. Miscellaneous Provisions XIV. Insurance Requirements XXXV. Supplanting XV. Nondiscrimination and Equal Employment XXXVI. Attorney's Fees & Costs Opportunity XXXVII. Drug-Free Workplace Certification and XVI. Section 504 and Americans with Other Federal Requirements Disabilities Act XXXVIII. Constitutional Prohibition XVII. Accessibility XXXIX. Compliance with Health Insurance XVIII. Environmental Review Portability Accountability Act of 1996 XIX. Labor Standards (HIPAA) XX. Volunteers XL. Confidentiality XXI. Acquisition and Relocation XLI. Debarment and Suspension XXII. Public Ownership XLII. General Provisions I. SCOPE OF CONTRACT A. Scope.The Agency shall use the funds provided herein only to perform the activities authorized by this Contract and as set forth in the CDBG Project Scope of Services,which is attached as"Exhibit A" and hereby incorporated by this reference("Services").The Contract between the Parties shall consist of the Capital Contract for 2017 and 2018 CDBG Funds including the 2018 CDBG Project Scope of Services "Exhibit A"; the federal, state, and local program requirements; and each and every project exhibit, appendix,and attachment.This Contract supersedes any and all former Contracts regarding projects attached as Exhibits to this Contract. In the event that there is a difference between any of the language contained in this Contract and any of the language contained in the Exhibits to this Contract,the language in this Contract shall control, unless the Parties expressly agree to the contrary in writing. B. Mandatory Certifications.The Agency certifies that it shall comply with the provisions of Section XV.,"Nondiscrimination and Equal Employment Opportunity,"Section XVI.,"Section 504 and Americans with Disabilities Act," Section XXVII., "Conflict of Interest," and Section XXVIII., "Political Activity Prohibited,"of this Contract. C. Program Benefit — 24 C.F.R. § 570.208(a). Activities undertaken by this Contract must predominantly benefit low- and moderate-income persons. One hundred percent (100%) of the persons 2017 CDBG CAPITAL CONTRACT - 2 - 8/2017 served by these activities must be low- or moderate-income persons as defined in "Exhibit A." The following requirements apply: 1. The Agency shall ascertain household income of persons applying for and receiving assistance to assure compliance with the income limits defined in"Exhibit A"; and shall maintain records pursuant to Section VI(G) of this Contract; or 2. If the activity exclusively serves a clientele,which by federal regulation is"presumed"to be low- and moderate- income, individual income verification is not required. Persons eligible for this presumption are specified in Section VI(G)(3) of this Contract. In this case, the Agency shall maintain appropriate data to validate the presumption, as provided in Section VI(G)(3); or 3. If the activity is such that it is not feasible to identify and record beneficiaries, the total population of the area from which the beneficiaries are drawn must be predominantly low- and moderate- income. In this case, the Agency shall maintain substantiation data as required by Section VI(G)(4)of this Contract. 4. The benefit to low- and moderate-income beneficiaries must be in the form of a free or reduced cost service. If beneficiaries are charged for services, the charges to low- and moderate-income beneficiaries,and to all other beneficiaries, shall be as specified in the Exhibit(s), if applicable. Changes to the structure of charges during the term of this Contract(and, in the case of a facility project, for five years thereafter)must preserve an identical discount for low-and moderate-income beneficiaries,and the change must be approved by the City. 5. The low- and moderate-income limits in effect at the time of execution of this Contract are specified in"Exhibit A."These limits are revised periodically by HUD. It is the Agency's responsibility to use any revised limits when they take effect. Revisions will be announced by and can be obtained from the City. D. Cot}tact Person.The City and the Agency shall each designate a contact person for each Project incorporated in this Contract. All correspondence, reports, and invoices shall be directed to the designated contact person. This provision does not, however, supplant or override Section XXX. "Notices." E. Federal Funds.The term"federal funds"as used herein means CDBG funds under this Contract. F. Compliance yvi t.li I.aws.Agency shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. G. Requirements of 24 C.F.R. &570.Agency agrees to comply with the requirements of Title 24 of the Code of Federal Regulations,Part 570(the U.S.Housing and Urban Development regulations concerning Community Development Block Grants(CDBG)) including subpart K of these regulations,except that(1) the Agency does not assume the City's environmental responsibilities described in 24 C.F.R. §570.604 and (2)Agency does not assume the City's responsibility for initiating the review process under the provisions of 24 C.F.R. § 52. H. Independent Contractor.Nothing contained in this Contract is intended to,or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Agency shall at all times remain an "independent contractor"with respect to the services to be performed under this Contract. The City shall be exempt from payment of all Unemployment Compensation,Federal 2017 CDBG CAPITAL CONTRACT - 3 - 8/2017 Insurance Contribution Act, retirement, life and/or medical insurance, and Workers' Compensation Insurance, as the Agency is an independent contractor. I. Uniform Administration Requirements. Agency shall comply with the policies, guidelines and requirements of 2 C.F.R. § 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,"and 24 C.F.R. § 84,Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations identified at 24 C.F.R. § 570.502(b), Applicability of Uniform Administrative Requirements. J. Warranty.The Agency warrants that it has the requisite training,skill,and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration if Agency does business in Federal Way. K. Taxes and Licenses. The Agency shall pay throughout the term of this Contract, all applicable taxes, and all licenses. II. DURATION OF CONTRACT The terms of this Contract shall be in effect from the Start Date(as defined in the Project Exhibit(s), or the date of execution of this Contract,whichever is earlier),until the Termination Date specified in each Project Exhibit,unless extended to a later date or terminated earlier,pursuant to the terms and conditions of the Contract.The City shall furnish the Agency with a written notice to proceed.No work on a project shall occur without prior written approval from the City. Costs incurred prior to the date written notice to proceed was given or after the end date will not be reimbursed. III. COMPENSATION AND METHOD OF PAYMENT The Agency's compensation will be from the 2017 and 2018 Program Year CDBG funds, CFDA 14.218,under the Housing and Community Development Act of 1974("HCD Act"),Public Law 93-383,as amended and under regulations promulgated by the U.S.Department of Housing and Urban Development (HUD)at 24 C.F.R. §570,and Agency will receive the CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act.The City shall reimburse the Agency only for the approved activities specified in each Project Exhibit after the Services have been performed. The reimbursement amount shall not exceed the amount specified in each Project Exhibit. The Agency shall provide the Services in a manner consistent with the accepted practices for other similar Services,performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. Reimbursements will be payable in the following manner: A. Start Date and End Date. Start Dates and End Dates for individual projects shall be specified in each Project Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Com ensation and Co mi—tact ['gforni mce. The City will use the quantity of Services actually delivered,as reported on the Agency's reports,as a measure of satisfactory Contract performance.The City shall review the Agency's reports to monitor compliance with the performance measures set forth in"Exhibit A."Should the Agency fail to meet the performance measures for each quarter,the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Contract. 2017 CDBG CAPITAL CONTRACT - 4 - 8/2017 C. Eligible Costs.All costs incurred must be reasonable and of a nature which clearly relate to the specific purposes and end product of the Contract under which the services are being performed.Care must be taken by all concerned in incurring costs to assure that expenditures conform to these general standards and the following criteria for eligibility of costs. To be eligible for reimbursement, costs must: 1. Be necessary and reasonable for proper and efficient execution of the contractual requirements and in accordance with an approved budget; 2. Be no more liberal than policies, procedures, and practices applied uniformly to other activities of the Agency; 3. Be accorded consistent treatment through application of account policy and procedures approved and/or prescribed herein; 4. Not be allowable under or included as costs of any other federal,state,local or other agency- financed programs in either prior or current periods; 5. Be net of all applicable credits such as purchase discounts, rebates or allowances, sales of publication or materials, or other income or refunds; and 6. Be fully documented. D. Submission of Invoices, Supporting Documentation, and Reports. On a monthly basis, the Agency shall submit an invoice, supporting documentation for eligible costs (as defined in subsection C above)claimed in the invoice and all reports as specified in each Project Exhibit or the City may not process the invoice.Supporting documentation for eligible costs claimed in the invoice include but is not limited to, purchase orders and bills. The City shall pay the Agency within forty-five (45) days following the City's approval of a complete and correct invoice, supporting documentation, and reports. Payment by the City shall not constitute approval of the services for which payment is requested. The City does not,by making such payment,waive any rights it may have pursuant to this Contract to require satisfactory performance of the services promised herein. The City reserves the right to demand and recover reimbursements made for ineligible costs. E. Final Invoice for Projects.The Agency shall submit its final invoice for each Project Exhibit by August 31,2020.The Agency shall submit all outstanding reports for each Project Exhibit providing funding for Capital Projects by August 31, 2020. If the Agency's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection,the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice;however,the City may elect,but is not required, to pay any invoice that is not submitted in a timely manner. F. -Return of'Unspent City Funds. On or before the End Date specified in each Project Exhibit,for individual projects covered by this Contract, the Agency shall transfer to the City any unexpended and unencumbered funds provided under this Contract that are on hand and any accounts receivable attributable to the use of City funds. G. Excess Federal Funds. CDBG funds on hand shall not exceed$5,000 if retained beyond three(3) days unless written approval is received from the City.Any reimbursement in excess of the amount required shall be promptly returned to the City. 2017 CDBG CAPITAL CONTRACT - 5 - 8/2017 H. Program Income. If the project generates CDBG Program Income, as defined in 24 C.F.R. § 570.504(c),under this Contract,the Agency shall report all Program Income to the City on an annual basis not later than January 31" following the calendar year in which the Program Income is collected by the Agency.Program Income is to be returned to the City unless the City specifies that it may be retained by the Agency. If the City authorizes the Agency to retain the Program Income to continue or benefit a project(s), the Agency shall comply with all provisions of this Contract in expending the funds.This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. IV. BUDGET The Agency shall apply the funds received from the City under this Contract in accordance with the line item budget set forth in each Project Exhibit. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project Exhibit is expected to exceed ten percent (10%) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision,and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. V. INTERNAL CONTROL AND ACCOUNTING SYSTEM The Agency shall establish and maintain a system of accounting and internal controls, which complies with applicable, generally accepted accounting principles, and governmental accounting and financial reporting standards. VI. MAINTENANCE OF RECORDS A. Scope of Records. The Agency shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the City to ensure proper accounting for all Contract funds and compliance with this Contract, including all records specified in"Exhibit A". This requirement includes complete copies of all contracts, subcontracts, and agreements with third parties into which the Agency enters in the performance under this Contract;and all correspondence, reports, and other documentation pertaining to such contracts, subcontracts, and agreements. B. Time for retention of Records.Records required to be maintained in subsection A,above,shall be maintained for a period of six (6) years after the Termination Date, unless a different period for records retention is specified in the Project Exhibit. C. Location of Records/Notice to City.The Agency shall inform the City in writing of the location, if different from the Agency address listed on page one of this Contract, of the aforesaid books, records, documents,and other evidence and shall notify the City in writing of any changes in location within ten(10) working days of any such relocation. D. Federal Exceptions to Retention Requirements.Exceptions to the six(6)year retention period are as follows:(1)Records that are the subject of audit findings,litigation,or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition,replacement or transfer at the direction of the City. 2017 CDBG CAPITAL CONTRACT - 6 - 8/2017 E. Financial Management Records. Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 24 C.F.R. § 85.20 and the U. S. Office of Management and Budget ("OMB") Super Circular 2 C.F.R § 200. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays, and income. F. Beneficiary Records.The Agency agrees to maintain racial,ethnic,disability status,single head of household, household income, and gender data showing the extent to which these categories of persons have participated in,or benefited from,the activities carried out under this Contract if required in a Project Exhibit. G. Program Benefit Records—24 C.F.R. § 570.506(b). As applicable,the following categories of records shall be maintained,for the discrete activities that are assisted in whole or in partwith funding under this Contract(or for all the Agency's activities if funding under this Contract is not specifically allocated to particular activities)for the purpose of documenting that a majority of the beneficiaries are persons of low- or moderate-income. 1. Records specifying by dollar amount, family size, and household income limits used to determine income level. 2. For service activities serving individual clients without regard to their residence location within the City,records documenting: (a)manner in which each client's income is determined in all cases; (b)determination that each individual client's income is or is not within low-or moderate-income limits;(c) date determination was made; and (d)tabulation of the individual determinations. 3. For a service or facility which exclusively serves a class of beneficiaries, the members of which are presumed to be low-or moderate-income eligible absent general evidence to the contrary(abused children, battered spouses, senior citizens, adults meeting the Bureau of the Census' Current Population Reports definition of"severely disabled,"homeless persons,illiterate persons,persons living with AIDS and migrant farm workers),records documenting: (1)that the facility exclusively serves the eligible class; and (2)there is no generally available data indicating specific population served is not predominantly low- or moderate-income. 4. For a service or facility which offers benefits uniformly without regard to income to all persons residing within a delineated area, records establishing: (1) boundaries of the service area; (2)the income characteristics of families and unrelated individuals in the service area;and(3)if the percent of low- and moderate-income persons in the service area is less than fifty-one (5 1)percent, data showing that the area qualifies under the exception criteria set forth at 24 C.F.R. § 570.208(a)(1)(ii). H. Records of Program ftp rations,Management and Evaluation.Agency shall maintain all records of: 1. Operating policies and procedures; 2. Employee qualifications,training, and evaluation; 3. Principal operations data including,but not limited to,work units completed,clients served (classified by client and service characteristics), staff hours utilized, etc.; and 4. Self-evaluation of services,programs and employment practices for compliance with 504 and ADA requirements. 2017 CDBG CAPITAL CONTRACT - 7 - 8/2017 I. Property Records. Agency shall maintain all records identifying any real and personal property acquired or improved in whole or in part with funds under this Contract (OMB Super Circular 2 C.F.R § 200) as follows: 1. Itemized inventory of real property recording legal and common descriptions and address, date of acquisition and/or improvements,cost of acquisition and/or improvements,and CDBG-funded share of cost; 2. Itemized inventory of all non-expendable personal property recording full identification, current location, date and cost of acquisition, and CDBG-funded share of cost; 3. Complete records of any authorized disposition of real or non-expendable personal property including how and to whom disposed, date, amount of disposition proceeds, market value at time of disposition and how determined,intended use,and any conditions governing use following disposition;and 4. At the termination of this Contract,a record of the total purchase cost of all remaining unused expendable personal property. J. Additional_Requirement for Acquisition or 1rrrprovevient of'Real Property Projects. 1. For construction contracts over$150,000,records documenting compliance with the bonding requirements of 2 C.F.R. § 200.325. 2. Flood Insurance, Flood Disaster Protection Act of 1973; and Federal Insurance Administration Notice in Federal Register Vol. 24,No. 133, July 13, 1989. a. Record of determination whether the assisted project is located within a designated flood plain or flood hazard area. b. If the project is within such area: (1) Evidence of current participation in the National Flood Insurance Program; and (2) Evidence of flood insurance coverage in force on all significant project structures. 3. Lead-Based Paint—Records required to document compliance with the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. §§ 4801, et seq.), as amended and the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§ 4851,et seq.),and the implementing regulations 24 C.F.R. § 35. 4. La.��oi-Skindards—Records required to document compliance with all requirements of Davis- Bacon and Related Acts(40 U.S.C. §§3141 and 3142);Contract Work Hours and Safety Standards Act(40 U.S.C. § 3701,et seq.); Copeland Act(18 U.S.C. § 874);US Secretary of Labor Regulations(29 C.F.R. §§ 3, 5, 6, and 7). 5. Real Property Acquisition and Relocation—Records required to document compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,42 U.S.C. §§4601, et seq.,as amended;and the implementing regulations 49 C.F.R. §24.The agency shall consult the City for complete instruction prior to undertaking any action that may result in displacement of persons as defined at 49 C.F.R. § 24.2(g). K. Procurement Records. Agency shall maintain records of- 1. £1. Agency's adopted code of conduct governing officers'and employees'actions in contracting and purchasing; 2017 CDBG CAPITAL CONTRACT - 8 - 8/2017 2. Agency's standard operating procedures for authorizing and executing purchases and contract procurements of various sizes and types; 3. Agency's individual purchases or contracts over $10,000 as required by the OMB Super Circular 2 CRR § 200; and 4. Agency's procurement procedures utilized and the bases for supplier selection/contract award L. Records Regarding Remedy of Bast Discrimination.The Agency shall maintain documentation of the affirmative action measures the Agency has taken to overcome prior discrimination if a court or HUD has found that the Agency has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 C.F.R. § 121. M. Personal Information—Notice of Security Breach 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590(2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state, and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach.The Agency shall also be responsible for any cost associated with notifying the affected individuals.This notification may be by written notice or electronic notice in accordance with RCW 42.56.590(7). 5. If the Agency demonstrates that the cost of providing notice would exceed$250,000,or that the potentially affected persons exceeds 500,000,or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590(7)(c): a. E-mail notice when the Agency has an e-mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page,if the Agency maintains one; and c. Notification to major County-wide media. 6. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: 2017 CDBG CAPITAL CONTRACT - 9 - 8/2017 a. An individual's first name or first initial and last name in combination with anyone of the following data elements, when either the name or the data elements are not encrypted: social security number, driver's license number, or Washington identification card number; or b. Account number or credit or debit card number,in combination with any required security code; access code, or password that would permit access to an individual's financial account. VII. MONITORING AND REPORTING REQUIREMENTS A. Monitoring.Agency understands and agrees that it will be monitored by the City and HUD from time to time to assure compliance with all terms and conditions of this Contract and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Contract shall include,but not be limited to: (1)on-site inspections by City staff,(2)quarterly performance reviews; and(3) an annual evaluation. B. Program Reporting. Projects qualifying to meet the national objective to serve low- and moderate-income persons (under Section I(C)) shall submit a demographic report providing income, race, and head of household information for the beneficiaries of the CDBG Project,which shall cover a one-year period extending back from the date of the report. If the facility is and remains occupied during the project, this report is due thirty (30) days after the date the project was closed. If the facility is first occupied or reoccupied after the close of the project,the report is due one year from the date of the last project closing. C. Fiscal Reporting Responsibil ities. The Agency shall provide fiscal statements or reports as may be required from time to time by the City,which statements or reports,or both,must indicate the status of all accounts and funds being used to perform under this Contract. The Agency shall maintain proper documentation and records of all expenditures incurred pursuant to the terms of this Contract in a manner as will facilitate auditing by either HUD or the City. D. Nonprofit Corporations. The Agency shall provide the City with a copy of its IRS Form 990 (Return of Organization Exempt from Tax)when requested if the Agency is a nonprofit corporation. 1. Audit.The Agency shall have an independent audit conducted of its financial statement and conditions, which shall comply with the requirements of generally accepted auditing standards "GAAS"; Government Accountability Office ("GAO") Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and OMB Super Circular 2 C.F.R. § 200 as applicable. 2. Copy of Audit Report.The Agency shall provide the City a copy of the audit report including any management letter or official correspondence submitted by the auditor,its response and corrective action plan for all findings and reportable conditions contained in its audit.These documents shall be submitted not later than six months subsequent to the end of the Agency's fiscal year. 3. Catalog of Fedei-al Doi-gestic Assli tance. The Catalog of Federal Domestic Assistance ("CFDA")number for the CDBG Program is 14.218. 4. Additional Audit or Review Requirements.Additional auditor review requirements maybe imposed on the City, and the Agency shall be required to comply with any such requirements. VIII. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection of Records.The Agency shall provide right of access to its facilities to the City and/or federal agencies or officials at all reasonable times in order to monitor and 2017 CDBG CAPITAL CONTRACT - 10 - 8/2017 evaluate the activities funded under this Contract. The City shall give advance notice to the Agency in the case of fiscal audits to be conducted by the City. B. Time For Itispectimi zmd Retemion. The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the City and/or federal/state officials so authorized by law during the performance of this Contract and six(6)years after the Termination Date,unless a different period is specified in the Project Exhibit or a longer retention period is required by law. C. Agreement to Cooperate. The Agency agrees to cooperate with the City or its agent in the evaluation of the Agency's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with Chapter 42.56 RCW now and as hereafter amended. IX. CORRECTIVE ACTION A. Default tw ,1 geiic\. If the City determines that a breach of Contract has occurred because the Agency failed to comply with any material terms or conditions of this Contract or the Agency has failed to provide in any manner the work or Services agreed to in"Exhibit A"attached hereto,and if the City deems said breach to warrant corrective action,the following sequential procedure will apply: 1. The City shall notify the Agency in writing of the nature of the breach. 2. The Agency shall submit a plan describing the specific steps being taken to correct the specified deficiencies(the"Corrective Action Plan").The Corrective Action Plan shall be submitted to the City within ten (10) business days from the Agency's receipt of the City's notice under this Section. The Corrective Action Plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than thirty(30)days from the date the City receives the Agency's Corrective Action Plan,unless the City,in its sole discretion,specifies in writing an extension in the number of days to complete the corrective actions. 3. The City shall notify the Agency, in writing,within ten (10) business days of receipt of the Plan, of the City's determination as to the sufficiency of the Plan. The determination of sufficiency of the Plan will be at the sole discretion of the City. 4. ReirnbursCinent. The parties agree that the funds provided to the Agency by the City pursuant to this contract are required to be used to provide affordable housing for low-and moderate- income families for a period of fifteen (15) years. Should the housing rehabilitated with the funds provided pursuant to this contract cease to qualify as affordable housing as defined in "Exhibit A" within fifteen years of dispersal of the funds, the Agency agrees to reimburse the City in accordance with 24 C.F.R. § 570.505. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. B. Termination of Contract. In the event that the Agency does not respond within the appropriate time with a Corrective Action Plan,or the Agency's Corrective Action Plan is determined by the City to be insufficient, the City may commence termination of this Contract in whole or in part pursuant to Section XI.B; C. City Withholding of Payment.The City may withhold any payment owed the Agency or prohibit the Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken or completed; and 2017 CDBG CAPITAL CONTRACT - 11 - 8/2017 D. No Waiver of Other Remedies.Nothing herein shall be deemed to affect or waive any rights the Parties may have pursuant to Section XI or other remedies authorized by law. X. ASSIGNMENT The Agency shall not assign any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the prior written consent of the City.Additional terms for City consent to such Assignment may be described in a Project Exhibit. Said consent must be sought in writing by the Agency not less than forty-five(45)business days prior to the date of any proposed assignment.The Agency shall deliver to the City with its request for consent to such assignment, such information regarding the proposed assignee, including the proposed assignee's mission,description of the proposed assignee's legal status,and financial and management capabilities as is reasonably available to the Agency.Within thirty(30) days after such request for consent to such assignment, City may reasonably request additional available information on the proposed assignee. If the City shall give its consent to any assignment,this Section shall nevertheless continue in full force and effect. Any assignment without prior City consent shall be void. XI. TERMINATION A. Termination for Convenience. 1. This Contract may be terminated by the City without cause,in whole or in part,prior to the Termination Date specified in Project Exhibits, immediately upon written notice to the Agency of the termination.The Agency may cancel this Contract only by written notice provided thirty(30)days before the intended cancellation. 2. In addition to the foregoing,if expected or actual funding is withdrawn,reduced,or limited in any way prior to the Termination Date set forth in"Exhibit A,"the City may,upon written notification to the Agency, immediately terminate this Contract in whole or in part. 3. If the Contract is terminated as provided above:(1)the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; (2)the City's determination of such compensation shall be binding and conclusive;and(3)the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. B. Termination for Cause. 1. The City may terminate this Contract,in whole or in part,immediately upon written notice to the Agency in the event: (1) the Agency materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a Corrective Action Plan acceptable to the City; or(2)the duties, obligations, or Services required herein become impossible, illegal, or not feasible. 2. If the City terminates the Contract pursuant to this section, the Agency shall be liable for damages, including any additional costs of procurement of similar Services from another source. 3. If the termination results from acts or omissions of the Agency, including but not limited to misappropriation,nonperformance of required Services,or fiscal mismanagement,the Agency shall return to the City immediately,any funds,misappropriated or unexpended,which have been paid to the Agency by the City. 2017 CDBG CAPITAL CONTRACT - 12 - 8/2017 4. If the Contract is terminated as provided in this Subsection: (1)the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; and (2) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. C. Waiver. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations,terms,and conditions set forth in this Contract are breached by the other party. XII. FUTURE SUPPORT The City makes no commitment to support the Services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. XIII. HOLD HARMLESS AND INDEMNIFICATION A. Agency is an I izdepndent C oMractor.In providing Services under this Contract,the Agency is an Independent Contractor, and the Agency, its officers, agents, or employees are not and shall not be considered the employees of the City for any purpose.The Agency shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these Services and shall make no claim of career service or civil service rights that may accrue to a City employee under state or local law. The City assumes no responsibility for the payment of any compensation,wages,benefits,or taxes by or on behalf of the Agency, its employees, and/or others by reason of this Contract. The Agency shall protect,indemnify,and save harmless the City,its officers,agents,and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from: (1)the Agency's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Agency of work, Services, materials, or supplies by Agency employees or other suppliers in connection with or support of the performance of this Contract. B. Agency Agrreement to repay.The Agency further agrees that it is financially responsible for and will repay the City all indicated amounts following an audit exception that occurs due to the negligence, intentional act, and/or failure, for any reason,to comply with the terms of this Contract by the Agency, its officers, employees, agents, and/or representatives. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Sections. C. Agency Indemnification of City. 1. Agency Indemnification of City. The Agency shall protect, defend, indemnify, and save harmless the City, its officers, employees, and agents from any and all costs, claims,judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Agency,its officers,employees,and/or agents,in its performance and/or non-performance of its obligations under this Contract. The Agency agrees that its obligations under this subparagraph extend to any claim, demand,and/or cause of action brought by,or on behalf of,any of its employees or agents.For this purpose, the Agency, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW.In the event the City incurs any judgment,award,and/or cost arising there from including attorneys'fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Agency. 2017 CDBG CAPITAL CONTRACT - 13 - 8/2017 Claims shall include but not be limited to, assertions that involve the use or transfer of software, fool:. docLijnctit, report. film. tape, or sr4111d I,e N-Odtic;tioil or material of ani, 1:Ind, delivered hereunder, constitutes stn infrin 4emcrlt of any copyri<<irt patent. traclei-nark. trade name, aiid/oi-otherwise results in unfair trade practice. 2. The Agency agrees not to perform any acts that include, but are not limited to, use or transfer of software, book, document, report, film,tape, or sound reproduction or material of any kind, delivered hereunder, that constitutes an infringement of any copyright,patent,trademark,trade name, and/or otherwise results in unfair trade practice. The Agency agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination and/or duration of the contract term. 4. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. XIV. INSURANCE REQUIREMENTS—GENERAL A. Insurance Required. By the date of execution of this Contract, the Agency shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from,or in connection with,the performance of work hereunder by the Agency,its agents,representatives, and/or employees. The Agency shall pay the costs of such insurance. The Agency shall furnish separate certificates of insurance and policy endorsements as evidence of compliance with the insurance requirements of this Contract. The Agency is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Agency, its agents, employees, officers, Agency, providers, and/or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an "occurrence"form; except that insurance on a"claims made"form may be acceptable with prior City approval.If coverage is approved and purchased on a"claims made"basis,the Agency warrants continuation of coverage,either through policy renewals or the purchase of an extended discovery period,if such extended coverage is available,for not less than three years from the date of Contract termination, and/or conversion from a "claims made" form to an "occurrence" coverage form. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies,which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy or policies.Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. B. Risk Assessment by A enc .By requiring such minimum insurance,the City shall not be deemed or construed to have assessed the risks that may be applicable to the Agency under this Contract,nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Agency.The Agency shall assess its own risks and, if it deems appropriate and/or prudent,maintain greater limits and/or broader coverage. C. Minimum Scope of Insurance. Coverage shall be at least as broad as: 2017 CDBG CAPITAL CONTRACT - 14 - 8/2017 1. General Liability. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability. Errors,and Omissions_Coverap-e.In the event that Services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability,Errors,and Omissions coverage shall be provided."Professional Services,"for the purpose of this Contract section,shall mean any Services provided by a licensed professional or those Services that require a professional standard of care. 3. Automobile Liabilily. Insurance Services Office form number (CA 00 01 ) covering BUSINESS AUTO COVERAGE,symbol 1 "any auto";or the appropriate coverage provided by symbols 2, 7, 8, or 9. 4. Workers' Compensation. Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or Other States' state law. 5. Stop Gap/Employers Liability.Coverage shall beat least as broad as the protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the general liability policy. 6. PropeM Insurance.Insurance Services Office form number(CP 00 10)covering BUILDING AND PERSONAL PROPERTY COVERAGE FORM and Insurance Services Office form number(CP 10 30) CAUSES OF LOSS—SPECIAL FORM or project appropriate equivalent. D. Minimum limits of Insurance—Services A eements:The Agency shall maintain limits no less than the following, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury,personal injury and property damage and $2,000,000 in the Aggregate. 2. Automobile Liability:$1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000.000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1.000.00x. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to,and approved by,the City.The deductible and/or self-insured retention of the policies shall not apply to the Agency's liability to the City and shall be the sole responsibility of the Agency. F. Other Insurance Provisions.. All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain,or be endorsed to contain,the following provisions: 1. The City,its officers,officials,employees,and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Agency in connection with this Contract. Such coverage shall include Products-Completed Operations. 2. The Agency's insurance coverage shall be primary insurance as respects the City,its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the City, its officers, officials,employees,or agents shall not contribute with the Agency's insurance or benefit the Agency in any 2017 CDBG CAPITAL CONTRACT - 15 - 8/2017 way. 3. The Agency's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. G. Acceptability of Insurers.Unless otherwise approved by the City, insurance is to be placed with insurers with a Bests' rating of no less than A:VIII,or,if not rated with Bests,with minimum surpluses the equivalent of Bests' surplus size VIII.Professional Liability,Errors,and Omissions insurance maybe placed with insurers with a Bests' rating of B+VII. Any exception must be approved by the City. If, at any time,the foregoing policies shall fail to meet the above requirements,the Agency shall, upon notice to that effect from the City, promptly obtain a new policy, and shall submit the same to the City, with appropriate certificates and endorsements, for approval. H. 1'ct i ficytinr7 nl'C"overa=^e. The Agency shall furnish the City with certificates of insurance and endorsements required by this Contract.The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the City prior to the commencement of activities associated with the Contract.The City reserves the right to require complete,certified copies of all required insurance policies at any time. XV. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Non-discrimination.During the performance of this Contract,the Agency shall not discriminate nor tolerate harassment on the basis of age, color, creed,national origin,marital status, race,religion, sex, sexual orientation, or the presence of any mental, physical or sensory, disability in the employment, application for employment, the administration or delivery of services, or any other benefits under this Contract. B. Compliance with Applicable Laws. The Agency shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include,but are not limited to,Chapter 49.60 RCW;Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000(a) et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; and the Restoration Act of 1987.The Agency shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. C. Fair Housing, Protections. The Agency shall comply with the federal Fair Housing Act, Public Law 90-284(42 U.S.C. §§3601 et seq.)The Agency shall take necessary and appropriate actions to prevent discrimination in any housing-related project under this contract, which includes rental housing projects and/or projects that include residential real estate-related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. § 3601) and the Washington State Law Against Discrimination (Chapter 49.60 RCW).Residential real estate-related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing, or maintaining of a dwelling. Rental housing includes any dwelling which is intended for occupancy as a residence for one or more families by lease, sublease,or by grant for a consideration of the right to occupy premises not owned by the occupant. D. Additional federal Nondiscrimination Requirements. The Agency shall comply with all applicable federal laws prohibiting discrimination, including the following: 2017 CDBG CAPITAL CONTRACT - 16 - 8/2017 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 C.F.R. § 107; 2. Section 109 of the HCD Act of 1974, as amended(42 U.S.C. 5301); 3. The Americans with Disabilities Act (42 U.S.C. § 1213; 47 U.S.C. §§ 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 C.F.R. § 8. E. Prohibited Discriminatory Actions. 1. Except where expressly authorized by federal law,the Agency may not,under any program or activity to which this Contract may apply,directly or through contractual or other arrangements,discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services,financial aid,or other benefits provided under the program or activity; b. Denying any person Services due to limited English proficiency; c. Providing any person with facilities, Services,financial aid or other benefits,which are different, or are provided in a different form from that provided to others under the program or activity; d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity; e. Restricting in anyway access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities,Services,financial aid or other benefits under the program or activity; f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, Services or other benefit provided under the program or activity; g. Denying any person any opportunity to participate in a program or activity as an employee; and h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2. The Agency shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age,color,familial status,nationality,race,religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age,color,familial status,nationality,race,religion,sex,or sexual orientation;or the presence of any mental, physical, or sensory disability. 3. The Agency,in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract,may not make selections of such site or location which have the effect 2017 CDBG CAPITAL CONTRACT - 17 - 8/2017 of excluding individuals,denying them benefits,or subjecting them to discrimination on the grounds of age, sex,marital status,familial status,religion,race,creed,color,sexual orientation,nationality,or the presence of any sensory,mental, or physical disability; or which have the purpose or effect of defeating or substan- tially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment Projections. In all solicitations under this Contract,the Agency shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this Section. G. Record-Keeping Requirements and Site Visits. The Agency shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates, or proposals submitted to the Agency by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to suppliers in this Contract, including employment records. The City may visit, at any time, the site of the work and the Agency's office to review the foregoing records. The Agency shall provide all assistance requested by the City during such visits. In all other respects,the Agency shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds, the Agency shall comply with all record keeping requirements set forth in any federal rules, regulations, or statutes included or referenced in the contract documents. H. Sanctions for Violations. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Agency may be subject to damages, withholding payment, and any other sanctions provided for by the Contract and by applicable law. I. No Conflict with FederaI Regtiirements. As indicated by HUD Notice CPD 04-10, a faith- based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 U.S.C. § 2000e-1(a), is not forfeited when the organization receives HUD funding. Faith-based organizations, like any other entity participating in a HUD-funded program, must, however, comply with all the statutory requirements of that particular HUD-funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non-discrimination requirements on all agencies, subgrantees, or contractors. Religious organizations that believe that certain non- discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act, 42 U.S.C. §§ 4000bb-3, 4000bb-2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti- discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith-based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law,the conflicting provision in this Contract shall not apply. 2017 CDBG CAPITAL CONTRACT - 18 - 8/2017 XVI. SECTION 504 AND AMERICANS WITH DISABILITIES ACT If the Agency is a nonprofit corporation,the Agency warrants and represents that it has completed a 504/ADA Self-Evaluation Questionnaire for all programs and Services offered by the Agency(including any Services not subject to this Contract)and has evaluated its Services,programs,and employment practices for compliance with Section 504 of the Rehabilitation Act of 1973,29 U.S.C. §§701 et seq.and the Americans with Disabilities Act of 1990(ADA)42 U.S.C. §§ 12101 et seq.The Agency warrants and represents that it has completed a 504/ADA Assurance of Compliance and shall submit it to the City. Such Assurance of Compliance is attached to this Contract and is incorporated herein by this reference. XVII. ACCESSIBILITY Any buildings or other facilities designed,constructed,or altered with federal funds pursuant to this Contract are subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. §§ 4151, et seq.)and shall comply with the Uniform Federal Accessibility Standards(Appendix A to 24 C.F.R. §§40.1, et seq.for residential structures,and Appendix A to 41 C.F.R. §§ 101-19,et seq.for general type buildings). When applicable,certain multifamily housing units designed and constructed for first occupancy after March 13, 1991, with assistance provided under this Contract, must comply with the Fair Housing Accessibility Guidelines, 24 C.F.R. §§ 100.1, et seq., now and as amended. XVIII. ENVIRONMENTAL REVIEW A. National Environmental Policy Act—The City retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act as implemented by HUD Environmental Review Procedures(24 C.F.R. §§58.1,et seq.).The City may require the Agency to furnish data, information, and assistance for the City's review and assessment in determining whether an Environmental Impact Statement must be prepared. The Agency shall be solely responsible for the cost of compliance with all such federal laws and authorities including the cost of preparing plans,studies,reports, and the publication of notices that may be required. B. Ot11cr 1-cdcnd l-:rvironmental Laws. 1. Historic Preservation. Activities affecting property listed in or found to be eligible for inclusion in the National Register of Historic Places will be subject to requirements set forth in HUD Environmental Review Procedures at 24 C.F.R. §§ 58.1, et seq. The Agency shall meet the historic preservation requirements of Pub.L.No. 89-665 (16 U.S.C. §470(i)),and the Archaeological and Historic Preservation Act of 1974,Pub.L.No. 93-291 (16 U.S.C. §469a-1),and Executive Order 11593,including the procedures prescribed by the Advisory Council on Historic Preservation in the regulations at 36 C.F.R. §§ 801, et seq. 2. Architectural Barriers.Any facility constructed pursuant to this Contract shall comply with design requirements of the Architectural Barriers Act of 1968(42 U.S.C. §§4151,et seq.),and the Uniform Federal Accessibility Standards (US Government Printing Office, 1985-494-187). 3. National Flood Insurance. When applicable, the use of CDBG funds for acquisition or construction purposes in identified special flood hazard areas shall be subject to Agency mandatory purchase of flood insurance as required by Section 102(a)of the Flood Disaster Protection Act of 1973 (Pub.L.No. 93-237, 42 U.S.C. § 2414 and 42 U.S.C. §§ 4001-128). 2017 CDBG CAPITAL CONTRACT - 19 - 8/2017 4. Lead-Based Paint. Whenever funds under this Contract are used directly or indirectly for construction,rehabilitation,or modernization of residential structures,the Agency shall comply,at its sole expense, with the HUD Lead-Based Paint regulations (24 C.F.R. § 35) issued pursuant to the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. §§ 4801, et seq.) and the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§4851,et seq.),with regard to lead-based paint,and with any and all applicable federal,state,and local laws,regulations,or standards hereafter enacted or issued with regard to lead-based paint. Without limiting the foregoing,the Agency shall remove or cover,prior to the date for completion of the work funded hereunder and in compliance with all applicable,laws,regulations, and in conformity with guidelines issued by HUD,all lead-based paint with lead content above the threshold established by HUD on surfaces affected by the work funded under this Contract.The Agency shall defend, indemnify, and hold harmless the City from any liability, loss, damage, or expense, including costs and attorneys' fees,relating in any way to lead-based paint at the property or the abatement or disposal thereof. This provision shall survive expiration and satisfaction of this Contract,whether by payment,forgiveness, foreclosure, or otherwise. 5. Other. Clean Air Act as amended,42 U.S.C. §§ 7401,et seq.; Water Pollution Control Act, 33 U.S.C. §§ 1367,et seq.,as amended;Environmental Protection Agency regulations,40 C.F.R. §§ 1.1,et seq. C. State Environmental Policy Act. Agencies which are branches of government under RCW 43.21C.030 retain responsibility for fulfilling the requirements of the State Environmental Policy Act, Chapter 43.21 C RCW and the regulations and ordinances adopted thereunder.If the Agency is not a branch of government under RCW 43.21 C.030,the City may require the Agency to furnish data, information,and assistance, as necessary,to enable the City to comply with the State Environmental Policy Act. D. Satisfaction of Environmental Requirements. 1. Limitations on Activities Pending Clearance.Pursuant to 24 C.F.R. § 58.22(a),the Agency shall not commit assistance under this Contract until: 1) the activity is determined to be exempt under §58.34, or is categorically excluded under§58.35(b),and the City has documented its determination; or 2) the City has completed an Environmental Assessment and HUD has approved the City's Request for Release of Funds ("RROF") and the related certification from the City. In addition, until the RROF has been approved by HUD,neither the City nor the Agency may commit non-HUD funds on or undertake an activity or project under a program listed in Section 58.1(b) if the activity or project would have an adverse environmental impact or limit the choice of reasonable alternatives;however,an option agreement,self-Help Homeownership Opportunity Program funds,and relocation assistance may be excluded from the limitation above per 24 C.F.R. § 58.22(d), (e), and (f) respectively. 2. Notice to Proceed. Project execution under this Contract, by either the City or the Agency, shall not proceed until satisfaction of all applicable requirements of the national and state environmental policy acts. A written notice to proceed will not be issued by the City until all such requirements are complied with. XIX. LABOR STANDARDS—24 C.F.R. § 570.603 A. The Agency shall require that project construction contractors and subcontractors pay their laborers and mechanics at wage rates in accordance with the Davis-Bacon Act, as amended(40 U.S.C. §§ 3141 and 3142), and that they comply with the Copeland Act (18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act(40 U.S.C. §§ 3701, et seq.); provided that this section shall not apply to 2017 CDBG CAPITAL CONTRACT - 20 - 8/2017 rehabilitation of residential property only if such property contains not less than eight(8)units.In addition to complying with these federal labor standards,the Agency shall further require that all project construction contractors comply with all applicable state and local public works bidding and contracting regulations, specifically including,without limitation,the prevailing wage provisions set forth in Chapter 39.12 RCW and all regulations adopted by the State of Washington Department of Labor and Industries. B. The Agency shall require that project construction contractors and subcontractors comply with Federal Labor Standards Provisions(HUD form 40 10)and the Davis-Bacon wage determinations(attached as"Exhibit D"and"Exhibit E,"respectively,if applicable).For construction contracts,a copy of the Federal Labor Standards Provisions (HUD form 40 10) and the current Davis-Bacon wage determinations must be included in all construction bid specifications and/or contracts over$2,000. XX. VOLUNTEERS—24 C.F.R. § 70 If the Agency or the Contractor/Subcontractor uses volunteers to perform services on a federally- assisted construction project,it shall ensure that work is performed without promise,expectation,or receipt of compensation for services rendered.Volunteer files shall include: (1)the name and address of the agency sponsoring the project; (2) a description of the project; and (3) the number of volunteers and the hours donated to the project. XXI. ACQUISITION AND RELOCATION A. Any acquisition of real property for any activity assisted under this Contract shall comply with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,42 U.S.C. §§ 4601, et seq. (hereinafter the "Uniform Act" and the government-wide regulations applicable to all federally-assisted projects, effective April 2, 1989, at 49 C.F.R. §§ 34.1, et seq. B. Implementation of any project provided for in this Contract will be undertaken so as to minimize involuntary displacement of persons, businesses, nonprofit organizations, or farms to the greatest extent feasible. C. Any displacement of persons,businesses,nonprofit organizations,or farms occurring as the result of acquisition of real property assisted under this Contract shall comply with the Uniform Act, and the regulations at 49 C.F.R. §§24.1,et seq.,required by federal CDBG regulations at 24 C.F.R. §570.606.The Agency shall comply with the regulations pertaining to costs of relocation and written policies,as specified by the City of Federal Way's Displacement Policy. XXII. PUBLIC OWNERSHIP For Agencies which are not municipal corporations organized under the laws of the State of Washington,it may become necessary to grant the City a property interest where the subject project calls for the acquisition,construction,reconstruction,rehabilitation,or installation of publicly-owned facilities and improvements. XXIII. REVERSION OF ASSETS—24 C.F.R. § 570.505. A.Any real property under the Agency's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must either be: 2017 CDBG CAPITAL CONTRACT - 21 - 8/2017 1. Used to meet one of the national objectives set forth in 24 C.F.R. § 570.208 of the CDBG regulations until five(5)years after expiration of the Contract,or such longer period of time as determined by the City.For Acquisition or improvement of real property projects,the Agency and the City shall execute a Community Facility Covenant Agreement(attached as "Exhibit C" if applicable); or 2. Disposed of in a manner consistent with the requirements of 24 C.F.R. §570.505 resulting in the City being reimbursed in the amount of the current fair market value of the property, less any portion attributable to expenditures of non-CDBG funds for acquisition of,and improvements to,the property.Such reimbursement is not required after the period of time specified in Paragraph (A) above. XXIV. PROPERTY MANAGEMENT STANDARDS A. The Agency shall meet the following procedural requirements for all property acquired in whole or in part with CDBG funds: 1. Property records shall be maintained accurately and provide for a description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property;percentage of CDBG funds used in the purchase of property;and location,use,and condition of the property. 2. A physical inventory of property taken and the results of that inventory are reconciled with the property records at least once every two (2) years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to ensure adequate safeguards to prevent loss,damage,or theft of the property which shall be investigated and fully documented. B. The disposition of real property acquired in whole or in part with CDBG funds shall be at no less than its current appraised fair market value (or for a lease, at the current market value), except that such property may be disposed of for a lesser value,including by donation,if the disposition at the lesser value is for a use which qualifies under one of the criteria set forth in 24 C.F.R. § 570.208 for meeting the national objectives and is permissible under state and local law. Where the disposition is for a lesser value, the recipient shall maintain documentation that the use meets one of the national objectives pursuant to 24 C.F.R. § 570.208. XXV. ADDITIONAL LOCAL REQUIREMENTS A. Mortgage or Leaseliold r'I,,;,,reernent—In acquisition,rehabilitation,and construction projects,the City shall enter into a deed of trust or leasehold agreement with the Agency to secure and protect the City's and the public's interest in the property. B. Adequate Value— In acquisition projects, the City shall require evidence through a property appraisal, title search, or other means to ensure that there is adequate value so as to secure the City's financial interest. C. City Ordinance. Codes. anti 1Zegtilations—In acquisition and construction projects,the Agency shall comply with all applicable City ordinances, codes, and regulations. D. Additional Public Information—For all construction projects, the Agency shall erect a sign to City specifications at the construction site,which identifies the source of funds,except that this requirement may be waived for construction projects of$5,000 or less. 2017 CDBG CAPITAL CONTRACT -22 - 8/2017 XXVI. SUBCONTRACTS AND PURCHASES A. Subcontract Defined."Subcontract"shall mean any contract between the Agency and any entity or between two entities to perform activities within the Scope of this Contract, provided that the term "subcontract"does not include the purchase of(1) support services not related to the subject matter of this Contract, or(2) supplies. B. Approval Reser i red.The Agency shall not subcontract any portion of this Contract without City approval. Said approval must be sought in writing by the Agency prior to executing a subcontract. The request for approval shall include Certification regarding Debarment and Suspension and verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall nevertheless continue in full force and effect.Any subcontract without prior approval shall be void and not reimbursable under this contract. C. Verification of Subcontractor's Eligibility—24 C.F.R. §5. The Agency shall maintain records documenting that the Agency,all subcontractors,and consultants have been determined not to be currently debarred,suspended,denied participation,or declared ineligible to participate in federal government funded programs.Verification of eligibility shall be accomplished by signing the Certification Regarding Debarment and Suspension, which is attached and incorporated as "Exhibit B." D. Procurement Requirements. In awarding contracts pursuant to this Contract, the Agency shall comply with all applicable requirements of local and state law for awarding contracts, including but not limited to procedures for competitive bidding, contractor's bonds, prevailing wages, and retained percentages(Chapter 60.28 RCW,Chapter 39.12 RCW,and Chapter 39.04 RCW).In addition,the Agency shall comply with the requirements of the U.S.Office of Management and Budget("OMB")Super Circular 2 C.F.R. § 200, relating to "Procurement Standards," and with Executive Order 11246 regarding nondiscrimination in bid conditions for projects over$10,000.Where federal standards differ from local or state standards,the stricter standards shall apply. If the Agency is a nonprofit corporation,it agrees to comply with procurement requirements specified in 24 C.F.R. § 84.40 through .48 or as otherwise provided in the Project Exhibits. The regulations at 24 C.F.R. § 85.36 (b)through (g) and 24 C.F.R. § 84.40 through .48, require that all goods and Services, irrespective of cost, be procured using a competitive process. E. Subcontract Requirements. Any subcontract shall contain the Supplementary Conditions, provided as Exhibit D. F. Failure to Comply is Default.Failure by the Agency to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. XXVII. CONFLICT OF INTEREST A. The Agency agrees to abide by the provision of 24 C.F.R. §§ 84.42 and 570.611,which include (but are not limited to)the following: 1. The Agency shall maintain a written code or standards of conduct that shall govern the performance of its officer, employees, or agents engaged in the award and administration of contracts supported by Federal funds; and 2. No employee,officer,or agent of the Agency shall participate in the selection or in the award, or administration of a contract supported by Federal funds if a conflict of interest,real or apparent,would be involved. 2017 CDBG CAPITAL CONTRACT - 23 - 8/2017 3. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities,or who are in a position to participate in a decision-making process or gain inside information with regard to such activities,may obtain a financial interest in any contract,or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties,during their tenure or for a period of(1)year thereafter. For purposes of this paragraph, a"covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Agency, or any designated public Agency. B. Agency Covenants. The Agency covenants that no officer, employee, consultant, elected or appointed official,or agent of the Agency who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract,herein,or any other person who exercises any functions or responsibilities in connection with the activities funded herein,shall have any personal financial interest, direct or indirect, in this Contract,either for themselves or those with whom they have business or immediate family ties,during their tenure or for one year thereafter.Any interest on the part of the Agency or its employees must be disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision. C. Current and Former Cily em to ees. The Agency acknowledges that,for one year after leaving City employment, a former City employee may not have a financial or beneficial interest in a contract or a grant that was planned, authorized, or funded by a City action in which the former City employee participated during City employment.The Agency shall identify,at the time of offer,current or former City employees involved in the preparation of proposals or the anticipated performance of work if awarded the Contract. Failure to identify current or former City employees involved in the transaction may result in the City's denying or terminating the Contract.After Contract award,the Agency is responsible for notifying the City's Project Manager of current or former City employees who may become involved in the Contract any time during the term of the Contract. D. Non-Disclosure is Grounds for Termination.Violation of this Section shall constitute amaterial breach of this Contract and grounds for termination pursuant to Section XI, as well as any other right or remedy provided in this Contract or law. XXVIII. POLITICAL ACTIVITY PROHIBITED A. No Partisan Activity. None of the funds, materials, property, or Services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. B. Certification Regarding Lobbying.The Agency certifies,to the best of its knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the Agency, to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2017 CDBG CAPITAL CONTRACT - 24 - 8/2017 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the Agency shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. XXIX.EQUIPMENT PURCHASE,MAINTENANCE,AND OWNERSHIP A. Equipment over$5,000. The Agency agrees that any equipment purchases, in whole or in part, with Contract funds at a cost of $5,000 per item or more, when the purchase of such equipment is reimbursable as a Contract budget item,is upon its purchase or receipt the property of the City and/or federal government. B. Nla i ilteMIII e cI fEq isipment.The Agency shall be responsible for all such property,including the proper care and maintenance of the equipment. C. Etiuipnlettt 1�ewnicd. The Agency shall ensure that all such equipment shall be returned to the City and/or federal government upon termination of this Contract unless otherwise agreed upon by the Parties. D. Rig,,ht Ort Access. The Agency shall admit the City's designee to the Agency's premises for the purpose of marking such property with City property tags. E. Maintenance of Records. The Agency shall establish and maintain inventory records and transaction documents(purchase requisitions,packing slips,invoices,receipts)of equipment purchased with Contract funds. F. Disposition of Equipment.If the Agency ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Agency wishes to dispose of such equipment,the disposition shall be determined under the provisions of 24 C.F.R. §570.502(b)(3)(vi),if the Agency is a nonprofit corporation and 24 C.F.R. § 570.502(a)and 24 C.F.R. § 85.32(e) if the Agency is a municipal corporation or an agency of the State of Washington. The Agency agrees that it will contact the City for instructions prior to disposing of, surplusing, encumbering, or transferring ownership of any equipment purchased in whole or in part with federal funds. XXX. NOTICES Whenever this Contract provides for notice to be provided by one Party to another,such notice shall be in writing; and directed to the Executive Officer of the Agency and Mayor of Federal Way.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 2017 CDBG CAPITAL CONTRACT - 25 - 8/2017 XXXI. PROPRIETARY RIGHTS The Parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein,all rights accruing from such material or article shall be the sole property of the Agency. The Agency agrees to and does hereby grant to the City, irrevocable, nonexclusive,and royalty-free license to reproduce,publish or otherwise use,and to authorize others to use, the work for governmental purposes,according to law, any material or article and use any method that may be developed as part of the Services under this Contract. The foregoing license shall not apply to existing training materials,consulting aids,checklists,and other materials and documents of the Agency,which are modified for use in the performance of this Contract. XXXII. CONTRACT AMENDMENTS Either party may request changes to this Contract. Proposed changes, which are mutually agreed upon, shall be incorporated by written amendments to this Contract.Budget revisions approved by the City pursuant to Section IV are not required to be incorporated by written amendment. XXXIIL ENTIRE CONTRACT/WAIVER OF DEFAULT The Parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded.Both Parties recognize that time is of the essence in the performance of the provisions of this Contract. Failure or delay of the City to declare any breach or default immediately upon occurrence,shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. XXXIV. MISCELLANEOUS PROVISIONS A. tics cr ibi li Af any term or provision of this Contractor an application of any term or provision to any person or circumstance is invalid or unenforceable,the other terms or provisions of this Contract,or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. B. Cumulative Remedies.No provision of this Contract precludes the City from pursuing any other remedies for the Agency's failure to perform its obligations. C. No Third Party Rights. This Contract is for the benefit of the named Parties and the City of Federal Way only, and no other third party shall have any rights thereunder. XXXV. SUPPLANTING If the Agency is a nonprofit corporation providing Public Services under this Contract with CDBG funds and the Agency received non-federal funds from the City("local funds")to provide the same Services as those funded herein during the preceding calendar year,the Agency must use the funds provided herein to pay for units of service this year that are over and above the level of service provided with local funds during the previous year. XXXVI. ATTORNEYS' FEES AND COSTS In the event either of the Parties defaults on the performance of any of the terns of this Contract or either Party places the enforcement of this Contract in the hands of an attorney or files a lawsuit,each Party 2017 CDBG CAPITAL CONTRACT - 26 - 8/2017 shall pay all of its own attorneys' fees, costs, and expenses. The venue for any dispute related to this Contract shall be King County, Washington. XXXVII. DRUG FREE WORKPLACE CERTIFICATION AND OTHER FEDERAL REQUIREMENTS A. Drug--Free Workplace Certification.The Agency certifies that it is in compliance with the Drug- Free Workplace Act of 1988 (42 USC 701) and regulations set forth at 24 C.F.R. § 24, Subpart F. B, Other Federal Requirements. The absence of mention in this Contract of any other federal requirements, which apply to the award, and/or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Agency activities. The Agency shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to: the Hatch Act(5 U.S.C. Chapter 15) regarding political activities. XXXVIII. CONSTITUTIONAL PROHIBITION Funds Not Used for ReligiousPurposes. In accordance with the First Amendment of the United States Constitution and Article 1, Section 11 of the Washington State Constitution,and separation of church and state principles, as a general rule, funds received under this Contract may not be used for religious activities.Except where otherwise allowed by Federal law,the following restrictions and limitations apply to the use of CDBG funds: A. An Agency may not engage in inherently religious activities, such as worship, religious instruction or proselytization, as part of the assistance funded under this Contract. If the Agency conducts religious activities,the activities must be offered separately,in time and location,from the assistance funded under this Contract, and participation must be voluntary for the beneficiaries of the assistance. B. In performing under this Contract, the Agency shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. XXXIX. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT OF 1996 Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 C.F.R. §§ 160 and 164. A. Obligations and Activities of the Agency. 1. The Agency agrees not to use or disclose protected health information other than as permitted or required by law. 2. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality,integrity,and availability of the protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by 45 C.F.R. §164, Subpart C. 3. The Agency agrees to mitigate,to the extent practicable,any harmful effect that is known to the Agency of a use or disclosure of protected health information by the Agency in violation of the requirements of this Contract. 2017 CDBG CAPITAL CONTRACT - 27 - 8/2017 4. The Agency agrees to report to the City any use or disclosure of protected health information not allowed under this Contract, or security incident, within two days of the Agency's knowledge of such event. 5. The Agency agrees to ensure that any agent, including a subcontractor,to whom it provides protected health information received from, or created or received by the Agency on behalf of the City, agrees to the same restrictions and conditions that apply through this Contract to the Agency with respect to such information. 6. The Agency agrees to make available protected health information in accordance with 45 C.F.R. § 164.524. 7. The Agency agrees to make available protected health information for amendment and incorporate any amendments to protected health information in accordance with 45 C.F.R. § 164.526. 8. The Agency agrees to make available the information required to provide an accounting of disclosure in accordance with 45 C.F.R. §164.528. B. Effect of Termination. 1. Except as provided in paragraph 13.2. of this section,upon termination of this Contract,for any reason, the Agency shall return or destroy all protected health information received from the City, or created or received by the Agency on behalf of the City. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Agency.The Agency shall retain no copies of the protected health information. 2. In the event the Agency determines that returning or destroying the protected health information is infeasible,the Agency shall provide to the City notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible,the Agency shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Agency maintains such protected health information. XL. CONFIDENTIALITY The Agency agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. XLI. DEBARMENT AND SUSPENSION Agency certifies that,except as noted below,the firm,association,or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds;is not currently under suspension,debarment,voluntary exclusion,or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded. or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted,convicted,or had a civil judgment rendered against said person,firm,association or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3)years (Executive Orders 12549 and 12689, "Debarment and Suspension"). 2017 CDBG CAPITAL CONTRACT - 28 - 8/2017 XLII. GENERAL PROVISIONS A. ' uUCCCssoirs ID l w.erest.Subject to Section X.,Assignment,the rights and obligations of the Parties shall inure to the benefit of, and be binding upon,their respective successors in interest,heirs,and assigns. B. Governing Law.This Contract shall be made in,governed by,and interpreted in accordance with the laws of the State of Washington. C. Authority.Each individual executing this Contract on behalf of the City and Agency represents and warrants that such individuals are duly authorized to execute and deliver this Contract on behalf of the Agency or the City. D. Caption The respective captions of the sections of this Contract are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Contract. E. Counterparts.This Contract may be executed in any number of counterparts,which counterparts shall collectively constitute the entire Contract. F. Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Contract, this Contract may be rendered null and void at the City's option. G. Equal Opportunity to Draft. The Parties have participated and had an equal opportunity to participate in the drafting of this Contract and the Exhibits, if any, attached.No ambiguity shall be construed against any Party upon a claim that that Party drafted the ambiguous language. [Signature page follows] 2017 CDBG CAPITAL CONTRACT - 29 - 8/2017 IN WITNESS,the Parties execute this Contract below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Ji , 3hTnike ell, ayor Courtney, CMC,0 Clerk F� DATE: APPROVED A TO FORM: J. Ryan Call, City Attorney MULTI-SERVICE CENTER: By: & 3UA -0_::eco�aL - Printed Name: Robin Corak Title: CEO DATE: _ • STATE OF WASHINGTON ) ) ss. COUNTY OF King ) On this day personally appeared before me Robin Corak to me known to be the CEO of Multi-Service Center that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of ►i�' ,20X K A L. IGUE Notary's signature NOTARY PCJBLIC Notary's printed name_—KA stin L U STATE©F WASHINGTON Notary Public in and for the State of Washington COMMISSION E7CPRES My commission expires 6/19/21 J1JNE 19, 2021 r.S:y 2017 CDBG CAPITAL CONTRACT - 30 - 8/2017 "EXHIBIT A" PROJECT SCOPE OF SERVICES Project No.: 13/2017 Start Date: 2/28/2020 Project Title: Villa Capri Security Door Renovations End Date: 08/31/2020 Agency Contact Person: Amanda Santo Termination Date: 08/31/2035 E-mail: amandas mschel s.or Telephone: (253) 838-6810 The Agency shall utilize City of Federal Way Community Development Block Grant funds to perform all the activities specified in this Exhibit beginning on February 21, 2020, and completing no later than August 31, 2020. Such services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations, as are now in effect or may be hereafter amended. I. Project Summary A. Goal. The Agency shall rehabilitate Villa Capri, an 86-unit affordable housing complex in the Federal Way to increase the sustainability of the property. C. Work Statement. The Agency shall improve an 86-unit affordable housing complex in compliance with the Agency's application as approved by the City. The housing shall continue to be made available to persons with incomes less than or equal to 60%of HUD-defined area median income. The project scope shall include the replacement of doors including the building entrance doors, doors between the stairwells and hallways, and laundry room doors. Electronic access will be added for building entrance doors. D. Pt-«2r-am Requirements. All project activities will be undertaken in compliance with the Agency's application as approved by the City and any plans and/or specifications submitted to and approved by the City. E. Records and Re arts. The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable in accordance with OMB Super Circular 2 C.F.R. § 200. Such records include, but are not limited to: o For personnel costs,payroll time sheets for actual salary and fringe benefit costs. Time sheets must be signed by a supervisor and annotated to document percent of time 2017 CDBG CAPITAL CONTRACT - 31 - 8/2017 charged against this project. Direct salaries and wages of employees chargeable to more than one grant program or other cost objective(s) must be supported by time distribution records. Timesheets should contain an after the fact determination of the actual activity of each employee and be annotated to document the time charged to the project if daily hours being paid for by the respective CDBG award are not noted. o For staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b)purpose of trip; and o For copy machine use, postage,telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of the solicitation process used to select vendors and subcontractors with original purchase orders and subcontracts. 10. Subcontractor Contracts including the provided Supplementary Conditions. 11. Documentation required by this Contract if any funds provided under this Scope are used to acquire equipment. 12. The Agency shall ensure that services provided with funding under this Contract are made available to Federal Way residents. 13. Documentation of client income. The Agency shall screen all clients served with funds provided under this Contract and maintain records documenting that at least 51%of the total number of clients served do not have a gross annual family income in excess of the limits specified in the below Income Guidelines for Moderate Income Households (80%and below of median)with the applicable number of Persons Per Household. 14. Documentation of compliance with Davis Bacon, Labor and Industries, and all other applicable labor laws and regulations. The definition of family shall include all persons living in the same household who are related by birth, marriage, or adoption and includes dependent children living away from home. Adjusted gross income as defined by the Internal Revenue Service Form 1040 shall be used to determine persons' or households' income. The following methods may be used to determine income eligibility: a) IRS income tax return; b) Client income certification on a form approved by the City; or 2017 CDBG CAPITAL CONTRACT - 32 - 8/2017 c) Documentation of qualification for participation in a"means-tested"federal or state program at least as restrictive as CDBG with regard to Income Guidelines. 2019 HUD CDBG INCOME GUIDELINES King County,Washington Effective June 28,2019 30t'� i�rfI;C71 1 50°f MEDIAN 800/a MEDIAN FAMILY EX11\1 'kik=1_Y V17RY I_()V - LOW- SIZE LOW-INCOME iNCOML INCOME 1 $23,250 $38,750 $61,800 2 $26,600 $44,300 $70,600 3 $29,900 $49,850 $79,450 4 $33,200 $55,350 $88,250 5 $35,900 $59,800 $95,350 6 $38,550 $64,250 $102,400 7 $41,200 $68,650 $109,450 8 $43,850 $73,100 $116.500 Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines, which will be provided by the City. F. Record Retention Period All records required by this Scope shall be retained by the Agency for the period of time specified in the Contract in Section VI. The period of time shall commence on January 1 of the year following the termination date. II. Project Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Scope shall not exceed One Hundred Fifty-One Thousand Dollars Five Hundred and 00/100 ($151,500.00). A. Project Funds City of Federal Way Community $151,500.00 Development Block Grant Multi-Service Center $980.00 Total Funds: $152,480.00 B.Line Item Budget City 0t'!-e(le1-aI Multi-Service Community Center DcycIc))111eT1t BlOLk Cir�lli Other(specify below): Contractor Services $151,500.00 $980.00 Total: $151,500.00 $980.00 2017 CDBG CAPITAL CONTRACT - 33 - 8/2017 III. Project Milestones Milestones Projected Completion Date Enter into a contract with Contractor February 2020 Conduct a re-construction conference February 2020 Project begins construction March 2020 Project completes August 2020 IV. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of persons with CDBG funds: Total in Year 2020 No. of unduplicated Federal Way persons assisted 150 B. Units of Service The Agency agrees to provide, at minimum,the following units of service by quarter: Total in Year 2020 Tamper-free entry doors 9 Tamper-free stairwell and hallway doors 18 Tamper-free laundry facility doors 6 Keyless entry systems L 8 V. Reports,Invoicing and Reporting Schedule A. Reports. The Agency shall collect and report client information to the City annually on forms provided by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of your outcome measure(s) annually on the Outcomes Report to be submitted at the end of the fourth quarter. City staff may waive specific Agency reporting requirements in writing. City staff may also require additional reports, as needed,to monitor of the program. B. Invoicing and Reporting Schedule. Forms shall be submitted monthly. Invoices shall only be submitted for months in which work has occurred. The Agency shall submit forms to the City in accordance with the following schedule: Monthly, when work has occurred: 2017 CDBG CAPITAL CONTRACT - 34 - 8/2017 1. Reimbursement Request form and backup documentation of expenses 2. Project Accomplishment forms Final invoice: 1. Reimbursement Request form and backup documentation of expenses 2. Project Accomplishment forms 3. Annual Outcomes Report form 4. Project Beneficiary Data/Project Funding Report Form The Agency shall submit invoices to the City on the most recent Reimbursement Request and reporting forms provided by the City. Such forms shall be signed by an authorized representative of the Agency. Invoices shall include copies of supporting documents. Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. VI. Conditions of Funding The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the CDBG Allocation Process for the program year of this contract. VII. Public Information In all news releases and other public notices related to projects funded under this Contract,the Agency will include information identifying the source of funds as the Federal Way CDBG Program. VIII. Conflict of Interest The Agency covenants that no person who presently exercises any functions or responsibilities in connection with the Community Development Block Grant Program has any personal financial interest, direct or indirect, in this Contract. The Agency further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Agency further covenants that in the performance of this Contract, no person having any conflicting interest will be employed. Any interest on the part of the Agency or its employees must be disclosed to the City. 2017 CDBG CAPITAL CONTRACT - 35 - 8/2017 EXHIBIT B CERTIFICATION RE: DEBARMENT AND SUSPENSION SAM Search Results List of records matching your search for Record Status:Active DUNS Number, 147651673 ENTITY MULTI-SERVICE CENTER Status:Active DUNS: 147651673 +4: CAGE Cade: 3V9V1 DoDAAC: c Expiration Date: 07/16/2020 Has Active Exclusion?: No Debt Subject to Offset?. No Address: 1200 S 336th St City: Federal Way State/Province: WASHINGTON ZIP Code: 98003-6347 Country: UNITED STATES ENTITY MULTI-SERVICE CENTER Status:Active DUNS: 147651673 +4: 0017 CAGE Cade: 7X3U0 DoDAAC: Expiration Date: 07/16/2020 Has Active Exclusion?: No Debt Subject to Offset?: No Address: 1200 S 336th St City: Federal Way State/Province: WASHINGTON ZIP Cade:98003-6347 Country: UNITED STATES 2017 CDBG CAPITAL CONTRACT - 36 - 8/2017 EXHIBIT C COMMUNITY FACILITY COVENANT AGREEMENT 2017 CDBG CAPITAL CONTRACT - 37 - 8/2017 EXHIBIT D SUPPLEMENTARY CONDITIONS FEDERAL CONTRACT REQUIREMENTS U.S.DEPARTMENT OF HOUSING and URBAN DEVELOPMENT City of Federal Way Community Development Department Community Services Division Supplemental Construction Contract Conditions 2017 CDBG CAPITAL CONTRACT - 38 - 8/2017 SUPERSEDING If there are conflicts between this exhibit and other sections of this bid document/agreement and amendments these Supplementary Conditions shall supersede such sections unless otherwise agreed upon in writing by both parties. 2017 CDBG CAPITAL CONTRACT - 39 - 8/2017 PRE CONSTRUCTION CONFERENCE Either before or soon after the actual award of the Contract(but in any event prior to the start to Work at site),the Contractor or his representative, and his Subcontractors, shall attend a Preconstruction Conference with representatives of the Owner,the Engineer, or Architect, and the City of Federal Way Community Development Block Grant Program. The Conference will be held to establish procedures for handling shop drawings and other submittals and for processing applications for payment, and to acquaint the participants with the general plan of contract administration and requirements under which the construction operation is to proceed. The date,time, and place of the Conference will be furnished to the Contractor by the Owner or the Architect/Engineer. The Contractor will notify his Subcontractors of the Conference and require their attendance. SUBMISSION OF 4"0!'tIPLLkNCE DOC11NIENTS A. In order to document compliance with the City of Federal Way Community Development Block Grant Program requirements and Federal regulations,the successful Bidder will be required to submit and to require his Subcontractors to submit various forms and reports including but not limited to: 1. CFW Labor Form 3 Contract/Sub-Contract Activity Form; 2. CFW Labor Form 4 Prime Contractor Cert. of Business Status; 3. CFW Labor Form 5 Sub-Contract Agreement for any sub-contracts; 4. CFW Labor Form 6 Sub-Tier Sub-Contract Agreement for any sub-tier sub-contracts; 5. CFW Labor Form 6A List of Subcontractors; 6. CFW Labor Form 7 Authorization to Sign Payroll; 7. CFW Labor Form 8 Fringe Benefit Form attached to submitted weekly payrolls; 8. CFW Labor Form 9 Dept.of Labor Weekly Payroll Form WH347; 9. CFW Labor Form 9A Employee Roster Form; 10. CFW Labor Form 10 No Work Performed in lieu of Dept. of Labor Payroll Form if no work is performed; 11. CFW Labor Form 13 Labor Compliance Closeout List; 12. CFW Section 3 Form 1 HUD Section 3 re New Hires on contracts over$100,000; and 13. CFW—Labor 4.16 Info Form#4—Unanticipated Discovery Plan(UDP). B. Contractors and Subcontractors will be required to allow interviews with employees on the job during working hours. ACCESS TO RECORDS The Secretary of HUD,the City of Federal Way Community Development Block Grant Program,the Comptroller General of the United States,the Owner and any of their duly authorized representatives shall have access to all books,accounts,records,reports, files, and other papers or property of the Contractor and his Subcontractors pertaining to work performed under this Contract for the purpose of making surveys,audits, examinations, excerpts,and transcripts. The Contractor shall retain records pertinent to this Contract for a period of six years from the date of termination or completion of this contract. ELIGIBLE SUBCONTRACTORS The Contractor shall not propose or contract with any person or entity included in the United States Department of Housing and Urban Development Consolidated List of Debarred, Suspended, and Ineligible Contractors and Grantees,or legally prohibited from conducting business in Washington State. 2017 CDBG CAPITAL CONTRACT - 40 - 8/2017 INTEREST OF CERTAIN )FEDERAL OFFICIALS No member of or delegate to the Congress of the United States and no Resident Commissioners shall be admitted to any share or part of this Agreement or to any benefit that may arise hereunder. INTEREST OF OWNER'S EMPLOYEES OR OTHER PUBLIC OFFICIALS No member officer, or employee of City of Federal Way,or its designees or agents,no member of the governing body of the city in which the Project is located,and no other public official of the city in which the Project is located who exercises any functions or responsibilities with respect to the City of Federal Way Community Development Block Grant Program during his or her tenure or for one year thereafter, shall have any interest,direct or indirect, in this Agreement or any subcontract, or the proceeds thereof. The Contractor shall incorporate,or cause to be incorporated, in all subcontracts a provision prohibiting such interest. CERTIFICATION REGARDING LOBBYING By signing this contract: The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts, subgrants,and contracts under grants. loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. 24 C.F.R. § 87,Appendix A NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (1) The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Opportunity Construction Contract Specifications" set forth herein. 2017 CDBG CAPITAL CONTRACT -41 - 8/2017 (3)The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of$10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the Subcontractor;employer identification number; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the contract is to be performed. (4)As used in this Notice, and in the contract resulting from this solicitation,the covered area is King County, Washington. Reference:Executive Order 11246/41 C.F.R. § 60-4.2 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS 1. As used in these specifications. a. "Covered area"means the geographical area described in the solicitation from which this contract resulted; b. "Director"means Director,Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer identification number"means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941. d. "Minority"includes: (i)Black(all persons having origins in any of the Black African racial groups not of Hispanic origin); (ii)Hispanic(all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish Culture or origin,regardless of race); (iii)Asian and Pacific Islander(all persons having origins in any of the original peoples of the Far East, Southeast Asia,the Indian Subcontinent, or the Pacific Islands); and (iv)American Indian or Alaskan Native(all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the Contractor,or any Subcontractor at any tier,subcontracts a portion of the work involving any construction trade,it shall physically include in each subcontract in excess of$10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the Contractor is participating(pursuant to 41 C.F.R. § 60-4.5)in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area(including goals and 2017 CDBG CAPITAL CONTRACT - 42 - 8/2017 timetables)shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each Contractor or Subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other Contractors or Subcontractors toward a goal in an approved Plan does not excuse any covered Contractor's or Subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables. 4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7 a through p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered Construction contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the FEDERAL REGISTER in notice form,and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5.Neither the provisions of any collective bargaining agreement,nor the failure by a union with whom the Contractor has a collective bargaining agreement,to refer either minorities or women shall excuse the Contractor's obligations under these specifications,Executive Order 11246,or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity.The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation,and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to work.The Contractor,where possible,will assign two or more women to each construction project.The Contractor shall specifically ensure that all foremen, superintendents,and other on-site supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a working environment,with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations'responses. 2017 CDBG CAPITAL CONTRACT - 43 - 8/2017 c. Maintain a current file of the names, addresses and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred,not employed by the Contractor,this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. d.Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations;by including it in any policy manual and collective bargaining agreement;by publicizing it in the company newpaper, annual report, etc.;by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review,at least annually,the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring,assignment, layoff,termination or other employment decisions including specific review of these items with onsite supervisory personnel such as Superintendents,General Foremen, etc.,prior to the initiation of construction work at any job site.A written record shall be made and maintained identifying the time and place of these meetings,persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media,and providing written notification to and discussing the Contractor's EEO policy with other Contractors and Subcontractors with whom the Contractor does or anticipates doing business. i.Direct its recruitment efforts,both oral and written,to minority,female and community organizations,to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs.Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source,the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. 2017 CDBG CAPITAL CONTRACT - 44 - 8/2017 j. Encourage present minority and female employees to recruit other minority persons and women and,where reasonable,provide after school, summer and vacation employment to minority and female youth both on the site and in other areas of a Contractor's work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3. 1. Conduct,at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for,through appropriate training, etc., such opportunities. in.Ensure that seniority practices,job classifications,work assignments and other personnel practices, do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review,at least annually,of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations(7a through p). The efforts of a contractor association,joint contractor-union,contractor-community, or other similar group of which the contractor is a member and participant,may be asserted as fulfilling any one or more of its obligations under 7a through p of these Specifications provided that the contractor actively participates in the group,makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry,ensures that the concrete benefits of the program are reflected in the Contractor's minority and female workforce participation,makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The Contractor,however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women,both minority and non-minority. Consequently,the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner(for example, even though the Contractor has achieved its goals for women generally,the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation,gender identity, or national origin. 2017 CDBG CAPITAL CONTRACT -45 - 8/2017 11. The Contractor shall not enter into any Subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension,termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended,and its implementing regulations,by the Office of Federal Contract Compliance Programs.Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. 13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order,the implementing regulations, or these specifications,the Director shall proceed in accordance with 41 CFR 60-4.8. 14.The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out,to submit reports relating to the provisions hereof as may be required by the Government and to keep records.Records shall at least include for each employee the name,address,telephone numbers, construction trade,union affiliation if any,employee identification number when assigned, social security number,race, sex, status(e.g.,mechanic,apprentice trainee, helper,or laborer),dates of changes in status,hours worked per week in the indicated trade,rate of pay, and locations at which the work was performed.Records shall be maintained in an easily understandable and retrievable form; however,to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15.Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents(e.g.,those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). Reference: Executive Order 11246/41 C.F.R. § 60-4.3 COMPLIANCE WITH EQUAL OPPORTUNITY PROVISIONS FOR CONSTRUCTION PROJECTS During the performance of this contract,the Contractor agrees as follows: (1)The Contractor will not discriminate against any employee or applicant for employment because of race, color,religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed,and that employees are treated during employment without regard to their race, color,religion,sex,or national origin. Such action shall include,but not be limited to the following: Employment, upgrading, demotion, or transfer;recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2017 CDBG CAPITAL CONTRACT -46 - 8/2017 (2)The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color,religion,sex,or national origin. (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding,hearing,or action,including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4)The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding,a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the Contractor's commitments under section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965,and of the rules,regulations, and relevant orders of the Secretary of Labor. (6)The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by rules,regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books,records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. (7)In the event of the Contractor's noncompliance with the non-discrimination clauses of this contract or with any of such rules,regulations, or orders,this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965,or by rule, regulation, or order of the Secretary of Labor,or as otherwise provided by law. (8)The Contractor will include the provisions of paragraphs(1)through(7)in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however,that in the event the Contractor becomes involved in,or threatened with, litigation with a Subcontractor or vendor as a result of such direction by the contracting agency,the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Reference: 41 C.F.R. § 60-1.4 2017 CDBG CAPITAL CONTRACT -47 - 8/2017 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u(section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall,to the greatest extent feasible, be directed to low and very low income persons,particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract,the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. C. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers'representative of the Contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number of job titles subject to hire,availability of apprenticeship and training positions,the qualifications for each;and the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. D. The Contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action,as provided in an applicable provision of the subcontract or in this section 3 clause,upon a finding that the Subcontractor is in violation of the regulations in 24 CFR part 135. The Contractor will not subcontract with any Subcontractor where the Contractor has notice or knowledge that the Subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The Contractor will certify that any vacant employment positions, including training positions,that are filled: (1)after the Contractor is selected but before the contract is executed;and (2)with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed,were not filled to circumvent the Contractor's obligations under 24 CFR part 135. F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment,or suspension from future HUD assisted contracts. Reference: 24 C.F.R. § 135.38 CERTIFICATION OF NONSEGREGATED FACILITIES By signing the Bid Proposal,the Bidder certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control,where segregated facilities are maintained. The Bidder certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location under his control where segregated facilities are maintained. The Bidder agrees that a breach of this certification will be a violation of the Equal 2017 CDBG CAPITAL CONTRACT -48 - 8/2017 Opportunity clause in any contract resulting from acceptance of this Bid. As used in this certification,the term segregated facilities means any waiting rooms,work areas,restrooms and washrooms,restaurants and other eating areas,time clocks, locker rooms and other storage or dressing areas,parking lots, drinking fountains,recreation or entertainment areas,transportation,and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color,religion, or national origin,because of habit,local custom,or otherwise. The Bidder agrees that(except where he has obtained identical certification from proposed sub-Contractors for specific time periods)he will obtain identical certifications from proposed Subcontractors prior to the award of subcontracts exceeding$10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that he will retain such certifications in his files. *Note: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. FEDERAL LABOR STANDARDS PROVISIONS During the performance of this contract,the Contractor agrees to comply with the Federal Labor Standards included in form HUD-4010(06/2009)as follows: 2017 CDBG CAPITAL CONTRACT - 49 - 8/2017 Federal Labor Standards Provisions U.S.Department of Housing and Urban Development Office of Labor Relations Applicability (1) The work to be performed by the classification The Project or Program to which the construction work requested is not performed by a classification in the wage covered by this contract pertains is being assisted by the determination: and United States of America and the following Federal Labor (2) The classification is utilized in the area by the Standards Provisions are included in this Contract construction industry; and pursuant to the provisions applicable to such Federal (3) The proposed wage rate, including any bona fide assistance. fringe benefits, bears a reasonable relationship to the wage A. 1. (1) Minimum Wages. All laborers and mechanics rates contained in the wage determination. employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to be unconditionally and not less often then once a week, and employed in the classification (if known), or their without subsequent deduction or rebate on any account representatives, and HUD or its designee agree on the (except such payroll deductions as are permitted by classification and wage rate (including the amount regulations issued by the Secretary of Labor under the designated for fringe benefits where appropriate), a report Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee to and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division. due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of those contained in the wage determination of the Secretary Labor, Washington, D C. 20210 The Administrator, or an of Labor which is attached hereto and made a part hereof authorized representative, will approve, modify, or regardless of any contractual relationship which may be disapprove every additional classification action within 30 alleged to exist between the contractor and such laborers days of receipt and so advise HUD or its designee or will and mechanics. Contributions made or costs reasonably notify HUD or its designee within the 30-day period that anticipated for bona fide fringe benefits under Section additional time is necessary (Approved by the Office of I(b)(2) of the Davis-Bacon Act on behalf of laborers or Management and Budget under OMB control number 1215- mechanics are considered wages paid to such laborers or 0140,) mechanics, subject to the provisions of 29 CFR 5.5(a)(1 (c) In the event the contractor, the laborers or mechanics )(iv); also, regular contributions made or costs incurred for to be employed in the classification or their more than a weekly period (but not less often than quarterly) under plans,funds, or programs, which cover the representatives, and HUD or its designee not agree on particular weekly period, are deemed to be constructively the proposed classification end wage ratea (including the made or incurred during such weekly period. amount designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the Such laborers and mechanics shall be paid the appropriate views of all interested parties and the recommendation of wage rate and fringe benefits on the wage determination HUD or its designee, to the Administrator for for the classification of work actually performed, without determination. The Administrator, or an authorized regard to skill, except as provided in 29 CFR 5 5(a)(4). representative, will issue a determination within 30 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or its designee or will notify classification may be compensated at the rate specified for HUD or its designee within the 30-day period that each classification for the time actually worked therein: additional time is necessary. (Approved by the Office of Provided, That the employers payroll records accurately Management and Budget under OMB Control Number set forth the time spent in each classification in which work 1215-0140.) is performed The wage determination (including any (d1 The wage rate (including fringe benefits where additional classification and wage rates conformed under 29 CFR 5 5(a)(1)(ii) and the Davis-Bacon poster(WH-1321) appropriate) determined pumppursuof to subparagraphs shall be posted at all times by the contractor and its workers or r of this paragraph, shell io paid r all subcontractors at the site of the work in a prominent and workers performing work in the classification under this accessible, place where it can be easily seen by the contract from the first day on which work is performed in the classification. workers. (11) (a) Any class of laborers or mechanics which is not (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a listed in the wage determination and which is classified to be fringe benefit which is not expressed as an hourly rate, the employed under the contract shall bin contractor shall either pay the benefit as stated in the wage conformance with the wage determination classion HUD shall determination or shall pay another bona fide fringe benefit approve an additional classification and wage rale and fringe benefits therefor only when the following criteria or an hourly cash equivalent thereof have been met: (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part form HUD-4010(06/2009) Previous editions are obsolete Page 1 of 5 ref Handbook 1344.1 2017 CDBG CAPITAL CONTRACT - 50 - 8/2017 of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or benefits under a plan or program, Provided, That the the actual cost incurred in providing such benefits. Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under the contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the Bacon Act have been met The Secretary of Labor may registration of apprenticeship programs and certification of require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and assets for the meeting of obligations under the plan or trainees, and the ratios and wage rates prescribed in the program. (Approved by the Office of Management and applicable programs. (Approved by the Office of Budget under OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers 2. Withholding. HUD or its designee shall upon its own 1215-0140 and 1215-0017.) action or upon written request of an authorized (Ii) (a) The contractor shall submit weekly for each week in representative of the Department of Labor withhold or which any contract work is performed a copy of all payrolls cause to be withheld from the contractor under this to HUD or its designee if the agency is a party to the contract or any other Federal contract with the same contract, but if the agency is not such a party, the prime contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant sponsor, subject to Davis-Bacon prevailing wage requirements, or owner, as the case may be, for transmission to HUD or which is held by the same prime contractor so much of the its designee The payrolls submitted shall set out accrued payments or advances as may be considered accurately and completely all of the information required to necessary to pay laborers and mechanics, including be maintained under 29 CFR 5.5(a)(3)(i) except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount of wages included on weekly transmittals. Instead the payrolls shall required by the contract In the event of failure to pay any only need to include an individually identifying number for laborer or mechanic, including any apprentice, trainee or each employee (e.g., the last four digits of the employee's helper, employed or working on the site of the work, all or social security number)_ The required weekly payroll part of the wages required by the contract, HUD or its information may be submitted in any form desired Optional designee may, after written notice to the contractor, Form WH-347 is available for this purpose from the Wage sponsor, applicant, or owner, take such action as may be and Hour Division Web site at necessary to cause the suspension of any further httof/www dot.govies a/Whd1forMV.W.A L7-m-S tr.him or its payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for the violations have ceased. HUD or its designee may, after submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full withheld for and on account of the contractor or social security number and current address of each subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to are due. The Comptroller General shall make such HUD or its designee if the agency is a party to the contract, disbursements in the case of direct Davis-Bacon Act but if the agency is not such a party, the contractor will contracts submit the payrolls to the applicant sponsor, or owner, as 3. (I) Payrolls and basic records. Payrolls and basic the case may be, for transmission to HUD or its designee, records relating thereto shall be maintained by the the contractor, or the Wage and Hour Division of the contractor during the course of the work preserved for a Department of Labor for purposes of an investigation or period of three years thereafter for all laborers and audit of compliance with prevailing wage requirements. It is mechanics working at the site of the work. Such records not a violation of this subparagraph for a prime contractor shall contain the name. address, and social security to require a subcontractor to provide addresses and social number of each such worker, his or her correct security numbers to the prime contractor for its own classification, hourly rates of wages paid (including rates records,without weekly submission of contributions or costs anticipated for bona fide fringe to HUD or its designee (Approved by the Office of benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number 1215- in Section i(b)(2)(B) of the Davis-bacon Act), daily and 0149.) weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a actual wages paid. Whenever the Secretary of Labor has "Statement of Compliance," signed by the contractor or found under 29 CFR 5 5 (a)(1 )(iv) that the wages of any subcontractor or his or her agent who pays or supervises laborer or mechanic include the amount of any costs the payment of the persons employed under the contract reasonably anticipated in providing benefits under a plan and shall certify the following: or program described in Section I(b)(2)(B) of the Davis- (1) That the payroll for the payroll period contains the Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5 show that the commitment to provide such benefits is (a)(3)(H), the appropriate information is being maintained enforceable, that the plan or program is financially under 29 CFR 5 5(a)(3)(i), and that such information is responsible, and that the plan or program has been correct and complete: Previous editions are 7solete form HUD-4010(0612009) Page 2 of 5 ref.Handbook 1344.1 2017 CDBG CAPITAL CONTRACT - 51 - 8/2017 (2) That each laborer or mechanic (including each helper, is not registered or otherwise employed as stated above, apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determination for the classification of work actually earned, without rebate, either directly or indirectly, and that performed. In addition, any apprentice performing work on no deductions have been made either directly or indirectly the job site in excess of the ratio permitted under the from the full wages earned, other than permissible registered program shall be paid not less than the deductions as set forth in 29 CFR Part 3; applicable wage rate on the wage determination for the (3) That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing than the applicable wage rates and fringe benefits or cash construction on a project in a locality other than that in equivalents for the classification of work performed, as which its program is registered, the ratios and wage rates specified in the applicable wage determination incorporated (expressed in percentages of the journeyman's hourly rate) into the contract specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid (c) The weekly submission of a properly executed at not less than the rate specified in the registered certification set forth on the reverse side of Optional Form program for the apprentice's level of progress, expressed WH-347 shall satisfy the requirement for submission of the as a percentage of the journeymen hourly rate specified in 'Statement of Compliance' required by subparagraph A. 3 the applicable wage determination. Apprentices shall be (ii)(b), paid fringe benefits in accordance with the provisions of (d) The falsification of any of the above certifications may the apprenticeship program. If the apprenticeship program subject the contractor or subcontractor to civil or criminal does not specify fringe benefits, apprentices must be paid prosecution under Section 1001 of Title 18 and Section 231 the full amount of fringe benefits listed on the wage of Title 31 of the United States Code determination for the applicable (III) The contractor or subcontractor shall make the records classification. If the Administrator determines that a required under subparagraph A.3.(i) available for different practice prevails for the applicable apprentice inspection, copying, or transcription by authorized classification, fringes shall be paid in accordance with representatives of HUD or its designee or the Department that determination In the event the Office of of Labor, and shall permit such representatives to interview Apprenticeship Training, Employer and Labor Services, or employees during working hours on the job. If the a State Apprenticeship Agency recognized by the Office, contractor or subcontractor fails to submit the required withdraws approval of an apprenticeship program, the records or to make them available, HUD or its designee contractor will no longer be permitted to utilize may, after written notice to the contractor, sponsor apprentices at less then the applicable predetermined rate applicant or owner, take such action as may be necessary for the work performed until an acceptable program is to cause the suspension of any further payment, advance, approved or guarantee of funds. Furthermore, failure to submit the (II) Trainees, Except as provided in 29 CFR 5.16, required records upon request or to make such records trainees will not be permitted to work at less than the available may be grounds for debarment action pursuant to predetermined rate for the work performed unless they 29 CFR 5.12, are employed pursuant ',to and individually registered in 4. Apprentices and Trainees. a program which has received prior approval, evidenced (I) Apprentices. Apprentices will be permitted to work by formal certification by the U.S. Department of Labor, Employment and Training Administration The ratio of less then the predetermined rate for the work theyy trainees to journeymen on the job site shall not be greater performed when they are employed pursuant to and than permitted under the plan approved by the individually registered in a bona fide apprenticeship Employment and Training Administration Every trainee program registered with the U.S. Department of Labor, must be paid at not less than the rate specified in the Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate with a State Apprenticeship Agency recognized by the specified in the applicable wage determination Trainees Office, or if a person is employed in his or her first 90 shell be paid fringe benefits in accordance with the i days of probationary employment as aapprentice in such provisions of the trainee program. If the trainee program re apprenticeship program, who s not individually does not mention fringe benefits, trainees shall be paid registered in the program, but who has been certified by the full amount of fringe benefits listed on the wage the Office of Apprenticeship Training, Employer and Labor determination unless the Administrator a the Wage and Services or a State Apprenticeship Agency (where appropriate)to be eligible for probationary employment as Hour Division determines that there is an apprenticeship an apprentice The allowable ratio of apprentices to program associated with the corresponding journeymen wage rate on the wage determination which provides for journeymen on the job site in any craft classification shall not be less than full fringe benefits for apprentices. Any greater than the ratio permitted to the contractor as to the entire work employee listed on the payroll it a trainee rete who is not force under the registered program.Any worker listed on a payroll at registered and participating i l a training an apprentice wage rate,who g P 9 g plan approved by Previous editions are obsolete form HUD4010(062009) Page 3 of 5 ref.Handbook 1344.1 2017 CDBG CAPITAL CONTRACT - 52 - 8/2017 the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs not less than the applicable wage rate on the wage pursuant to 24 CFR Part 24. determination for the work actually performed. In addition. (ii) No part of this contract shall be subcontracted to any any trainee performing work on the job site in excess of person or firm ineligible for award of a Government the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act or paid not less than the applicable wage rate on the wage 29 CFR 5.12(a)(1) or to be awarded HUD contracts or determination for the work actually performed. In the participate in HUD programs pursuant to 24 CFR Part 24. event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be ilii) The penalty for making false statements is prescribed permitted to utilize trainees at less than the applicable the U.S. Criminal Code, 18 U.S.0 1001 Additionally, predetermined rate for the work performed until an acceptable U.S Criminal Code, Section 1 01 0, Title 18, U.S.C., program is approved. "Federal Housing Administration transections', provides in part: `Whoever, for the purpose of. . influencing in any (III) Equal employment opportunity. The utilization of way the action of such Administration makes,utters or apprentices, trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the same to be false................ shall be in conformity with the equal employment shall be fined not more than $5,000 or imprisoned not more opportunity requirements of Executive Order 11246, as than two years, or both.' amended, and 29 CFR Part 30. 11. Complaints,Proceedings,or Testimony by 5. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage, contractor shall comply with the requirements of 29 CFR salary, or other labor standards provisions of this Contract Part 3 which are incorporated by reference in this contract are applicable shall be discharged or in any other manner 6. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any insert in any subcontracts the clauses contained in subcontractor because such employee has filed any subparagraphs 1 through 11 in this paragraph A and such complaint or instituted or caused to be instituted any other clauses as HUD or its designee may by appropriate proceeding or has testified or is about to testify in any instructions require, and a copy of the applicable proceeding under or relating to the labor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer subcontractors to include these clauses in any lower tier B.Contract Work Hours and Safety Standards Act. The provisions subcontracts. The prime contractor shall be responsible of this paragraph B are applicable where the amount of the prime for the compliance by any subcontractor or lower tier contract exceeds $100,000 As used in this paragraph, the terms subcontractor with all the contract clauses in this "laborers"and'mechanics'include watchmen and guards. paragraph. (1) Overtime requirements. No contractor or subcontractor 7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or contract clauses in 29 CFR 5.5 may be grounds for involve the employment of laborers or mechanics shall require or termination of the contract and for debarment as a permit any such laborer or mechanic in any workweek in which the contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work in excess of 40 hours in 5.12• such workweek unless such laborer or mechanic receives 8. Compliance with Davis-Bacon and Related Act compensation at a rate not less than one and one-half times the basic Requirements. All rulings and interpretations of the Davis- rate of pay for all hours worked in excess of 40 hours in such Bacon and Related Acts contained in 29 CFR Parts 1, 3. and 5 workweek. are herein incorporated by reference in this contract (2) Violation; liability for unpaid wages; liquidated 9. Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set arising out of the labor standards provisions of this forth in subparagraph (1) of this paragraph, the contractor contract shall not be subject to the general disputes and any subcontractor responsible therefor shall be liable clause of this contract. Such disputes shall be resolved in for the unpaid wages. In addition, such contractor and accordance with the procedures of the Department of subcontractor shall be liable to the United States (in the Labor set forth in 29 CFR Parts 5, 6 and 7. Disputes case of work done under contract for the District of within the meaning of this clause include disputes Columbia or a territory, to such District or to such territory), between the contractor (or any of its subcontractors) and for liquidated damages. Such liquidated damages shall be HUD or its designee, the U.S. Department of Labor, or the computed with respect to each individual laborer or employees or their representatives. mechanic, including watchmen and guards, employed in 10. (1) Certification of Eligibility. By entering into this violation of the clause set forth in subparagraph (1) of this contract the contractor certifies that neither it (nor he or paragraph, in the sum of $25 for each calendar day on she) nor any person or firm who has an interest in the which such individual was required or permitted to work in contractor's firm is a person or firm ineligible to be excess of the standard workweek of 40 hours without awarded Government contracts by virtue of Section 3(a) payment of the overtime wages required by the clause set of the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be forth in sub paragraph (1) of this paragraph Previous editions are obsolete form HUD-4010(062009) Page 4 of 5 ref.Handbook 1344.1 2017 CDBG CAPITAL CONTRACT - 53 - 8/2017 (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contract, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subparagraph (2) of this paragraph. (4) Subcontracts. The contractor or subcontractor shall Insert In any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs (1) through (4) of this paragraph. C. Health and Safety. The provisions of this paragraph C are applicable where the amount of the prime contract exceeds$100,000. (1) No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his health and safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation. (2) The Contractor shall comply with all regulations issued by the Secretary of Labor pursuant to Title 29 Part 1926 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 91-54, 83 Stet 96). 40 USC 3701 et sen._ (3) The contractor shall include the provisions of this paragraph in every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions. Previous editions are obsolete form HUD-4010(06!2009) Page 5 of 5 ref.Handbook 1344.1 2017 CDBG CAPITAL CONTRACT - 54 - 8/2017 CLEAN AIR AND WATER POLLUTION CONTROL ACTS The Contractor shall comply with all applicable standards, orders, or requirements issued under the Federal Water Pollution Control Act(33 USC 1251 et seq.)the Clean Air Act(42 USC 1857 et seq.),Executive Order 11738, and Environmental Protection Agency regulations(40 CFR Parts 15 and 61)including the following requirements: A. The Contractor warrants that any facility utilized in the performance of this agreement is not listed on the EPA List of Violating Facilities pursuant to 40 CFR 15.20 as of the date of contract award. B. The Contractor will comply with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act relating to inspection,monitoring, entry,reports, and information,as well as all other requirements specified in said sections and all regulations and guidelines issued thereunder. C. The Contractor agrees that as a condition for the award of this contract he will notify the owner of the receipt of any communication from the Assistant Administrator of EPA that a facility to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; and will make any such notification promptly prior to contract award. D. The Contractor will include or cause to be included the criteria and requirements in paragraphs(1) through(4)of this article in every non-exempt subcontract and will take such action as the United States Government or its agencies may direct as a means of enforcing such provisions. 2017 CDBG CAPITAL CONTRACT - 55 - 8/2017 SECTION 3 BUSINESS CONCERN REPRESENTATION A. The offeror represents and certifies as part of its bid/offer that it: 1. Is 51 percent or more owned by Section 3 residents; or 2. It is a business whose permanent, full-time employees include persons,at least 30 percent of whom are currently Section 3 residents, or within three years of the date of their first employment with the business were Section 3 residents; or 3. Provides evidence of a commitment to subcontract in excess of 25 percent of the dollar award of all subcontracts to be awarded by the business under the proposed contract to Section 3 businesses as defined above and identified below: Proposed Subcontractor Amount of (Name and Address) Subcontract [Continue on separate sheet as needed] B. If a Section 3 business,the offeror also represents and certifies as part of its bid/offer that it is a (Check the applicable category): ❑ I. Category 1 Business: A Section 3 business concern that provides economic opportunities for Section 3 residents in the service area or neighborhood in which the Section 3 covered project is located. Describe below the economic opportunities for Section 3 residents in the service area or neighborhood in which the Section 3 covered project is located, or reference the part of your Section 3 Opportunities Plan where this is described: ❑ 3. Category 2_Business: An entity selected to carry out a HUD Youthbuild program in the metropolitan area, or non-metropolitan county, in which the Section 3-covered funding is expended. ❑ 4. Other Section 3 business concern as indicated in(A)above. 2017 CDBG CAPITAL CONTRACT - 56 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) HOLD HARMLESS A N II INDEMNIFICATION 1. Contractor lndenm i lkation of Ci1y.The Contractor shall protect,defend,indemnify,and save harmless the City, its officers, employees, and agents from any and all costs, claims,judgments, and/or awards of damages, arising out of, or in any way resulting from,the negligent acts or omissions of the Contractor, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW.In the event the City incurs any judgment,award,and/or cost arising there from including attorneys'fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. Claims shall include,but not be limited to, assertions that involve the use or transfer of software,book, document,report,film,tape, or sound reproduction or material of any kind,delivered hereunder, constitutes an infringement of any copyright, patent,trademark,trade name,and/or otherwise results in unfair trade practice. 2. The Contractor agrees not to perform any acts that include,but are not limited to,use or transfer of software,book,document,report, film,tape,or sound reproduction or material of any kind,delivered hereunder,that constitutes an infringement of any copyright,patent,trademark,trade name, and/or otherwise results in unfair trade practice. The Contractor agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination of the contract term. 4. Nothing contained within this provision shall affect or alter the application of any other provision contained within this Contract. INSURANCE REQUIREMENTS--GENERAL A. Minimum Scope of.Insurance. Coverage shall be at least as broad as: 1. General Liability.Insurance Services Office form number(CG 00 01)covering COMMERCIAL GENERAL LIABILITY. 2. Automobile Liability.Insurance Services Office form number(CA 00 01 )covering BUSINESS AUTO COVERAGE,symbol 1 "any auto";or the appropriate coverage provided by symbols 2,7,8, or 9. 3. Workers' Compensation. Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington,as well as any similar coverage required for this work by applicable federal or Other States' state law. 4. Stop Gap/Employers Liability.Coverage shall beat least as broad as the protection provided by the Workers' Compensation policy Part 2(Employers Liability)or,in states with monopolistic state funds,the protection provided by the"Stop Gap"endorsement to the general liability policy. 5. Property Insurance. Insurance Services Office form number(CP 00 10 ) covering BUILDING AND PERSONAL PROPERTY COVERAGE FORM and Insurance Services Office form number (CP 10 30)CAUSES OF LOSS—SPECIAL FORM or project appropriate equivalent. 6. Professional Liability, Errors, and Omissions Coverage. In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, 2017 CDBG CAPITAL CONTRACT - 57 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) Professional Liability,Errors and Omissions Coverage shall be provided."Professional Services"shall mean any services provided by a licensed professional or those services that require a professional standard of care. B. -NIinimtirn1_il-nitsoflr3surance Cal)italI' ccts:The Contractor shall maintain limits no less than the following,for: 1. Commercial General Liability:S 1,f 000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and S.2,000.000 in the Aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation: Statutory requirements of the State of Residency. 4. Stop Gap or Employers Liability Coverage: $1,000.000. 5. Property Insurance: One hundred percent replacement value of funded structure. 6. Professional Liability, Errors &Omissions: $1.000,000,Per Claim and in the Aggregate. C. Minimuin Limits ofInsurance---Building Construction Period: Prior to commencement of building construction and until construction is complete and approved by the Contractor,the Contractor shall cause the construction Contractor and related professionals to procure and maintain insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities related to this Contract. The Contractor and City shall be a named as additional insureds on liability policies except Workers Compensation and Professional Liability and as Named Insureds on Builders Risk policies. The cost of such insurance shall be paid by the Contractor and/or any of the Contractor's Subcontractors. The Contractor shall maintain limits no less than,for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury,personal injury and property damage and$2,000,000 in the aggregate. Endorsement coverage shall be documented and provided on Commercial General Liability Form CG 2010 11/85 or its equivalent. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation: Statutory requirements of the State of residency. 4. Stop Gap or Employers Liability Coverage: $1,000,000. 5. *Builder's Risk Insurance: One hundred percent replacement cost value. 6. Professional Liability,Errors&Omissions: $1,000,000,Per Claim and in the Aggregate D. Deductibles and Self-Insured Retentions:Any deductibles or self-insured retentions must be declared to, and approved by,the City. The deductible and/or self-insured retention of the policies shall not apply to the Contractor's liability to the City and shall be the sole responsibility of the Contractor. *Builders Risk Insurance does not apply to infrastructure projects that do not have a facility or structural component listed as part of the scope in the project activities. 2017 CDBG CAPITAL CONTRACT - 58 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) E. Other Insurance Provisions.All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain, or be endorsed to contain,the following provisions: 1. The City, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor and/or Subcontractor in connection with this Contract. Such coverage shall include Products-Completed Operations. 2. To the extent of the Contractor and/or Subcontractor's negligence,the Contractor's and or Subcontractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the City, its officers, officials,employees, or agents shall not contribute with the Contractor's/Subcontractor's insurance or benefit the Contractor in any way. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. F. Acceptability of Insurers. Unless otherwise approved by the City, insurance is to be placed with insurers with a Bests' rating of no less than A:VIII, or, if not rated with Bests,with minimum surpluses the equivalent of Bests' surplus size VIII.Professional Liability,Errors,and Omissions insurance may be placed with insurers with a Bests' rating of B+VII. Any exception must be approved by the City. If, at any time,the foregoing policies shall fail to meet the above requirements,the Contractor shall, upon notice to that effect from the City,promptly obtain a new policy, and shall submit the same to the City,with appropriate certificates and endorsements, for approval. G. Verification of Coverage. The Contractor shall furnish the City with certificates of insurance and endorsements required by this Contract.The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.The certificates and endorsements for each insurance policy are to be on forms approved by the City prior to the commencement of activities associated with the Contract. The City reserves the right to require complete, certified copies of all required insurance policies at any time. H. Subcontractors. The Contractor shall include all Subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each Subcontractor. Insurance coverages provided by Contractors/Subcontractors, as evidence of compliance with the insurance requirements of this Contract, shall be subject to all of the requirements stated herein. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Nan-discrimination. During the performance of this Contract,the Contractor shall not discriminate nor tolerate harassment on the basis of age, color, creed, national origin,marital status,race, religion,sex, sexual orientation, or the presence of any mental,physical or sensory,disability in the employment, application for employment,the administration or delivery of services, or any other benefits under this Contract. B. Cainpliance with Applicable Laws. The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include,but are not limited to, Chapter 49.60 RCW;Titles VI and VII of the Civil Rights Act of 1964,42 U.S.C. §§ 2000(a)et seq.;the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.;and the Restoration Act of 1987.The Contractor shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. 2017 CDBG CAPITAL CONTRACT - 59 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) C. Fair Housing Protections. The Contractor shall comply with the federal Fair Housing Act,Public Law 90- 284(42 U.S.C. §§ 3601 et seq.)The Contractor shall take necessary and appropriate actions to prevent discrimination in any housing-related project under this contract,which includes rental housing projects and/or projects that include residential real estate-related transactions, as required by the Federal Fair Housing Act as amended(42 U.S.C. § 3601)and the Washington State Law Against Discrimination(Chapter 49.60 RCW). Residential real estate-related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving,repairing or maintaining of a dwelling. Rental housing includes any dwelling which is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy premises not owned by the occupant. D. I�rliti��nal F'��ieral._Nc�ndisc�irrsinr�ti=_�n f�equirerncnts.The Contractor shall comply with all applicable federal laws prohibiting discrimination, including the following: 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 C.F.R. § 107; 2. Section 109 of the HCD Act of 1974, as amended(42 U.S.C. 5301); 3. The Americans with Disabilities Act(42 U.S.C. § 1213;47 U.S.C. §§ 155, 201,218 and 225);and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 C.F.R. § 8. E. Proltihiied 1)iticriwinnitory Achow,. 1. Except where expressly authorized by federal law, the Contractor may not, under any program or activity to which this Contract may apply,directly or through contractual or other arrangements,discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation,or the presence of any,physical,mental or sensory disability.Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services, financial aid or other benefits provided under the program or activity. b. Denying any person Services due to limited English proficiency. C. Providing any person with facilities, Services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity. d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity. e. Restricting in any way access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, Services, financial aid or other benefits under the program or activity. f. Treating any person differently from others in determining whether the person satisfies any admission,enrollment,eligibility,membership,or other requirement or condition which individuals must meet in order to be provided any facilities,Services or other benefit provided under the program or activity. g. Denying any person any opportunity to participate in a program or activity as an employee. h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities,where such removal can be accomplished without difficulty and expense. 2017 CDBG CAPITAL CONTRACT - 60 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) 2. The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age, color,familial status,nationality,race,religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age,color,familial status,nationality,race,religion,sex,or sexual orientation;or the presence of any mental,physical, or sensory disability. 3. The Contractor,in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals,denying them benefits,or subjecting them to discrimination on the grounds of age,sex, marital status,familial status,religion,race,creed,color,sexual orientation,nationality,or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment ment Projections. In all solicitations under this Contract, the Contractor shall state that all qualified applicants will be considered for employment.The words"equal opportunity employer"in advertisements shall constitute compliance with this Section. SUBCONTRACTS AND PURCHASES A. Subcontract Defined. "Subcontract"shall mean any contract between the Contractor and a subcontractor or between subcontractors that is based on this Contract,provided that the term"subcontract"does not include the purchase of(1)support services not related to the subject matter of this Contract,or(2)supplies. B. Writing Required. Any work or services assigned or subcontracted hereunder shall be in writing and must be approved by the City. The Contractor agrees that it is as fully responsible to the City for the acts and omissions of its subcontractors and their employees and agents,as it is for the acts and omissions of its own employees and agents. C. Required Contract Terms. The Contractor agrees to include the following language verbatim in every subcontract, provider agreement, or purchase agreement for services,which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless City of Federal Way, its officers, employees, and agents from any and all costs, claims,judgments,and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employee,and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that City of Federal Way is a third party beneficiary to this Contract and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." D. Verification of Subcontractor's Eligibility. 2017 CDBG CAPITAL CONTRACT - 61 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) The Contractor shall maintain records documenting that the Contractor, all subcontractors, and consultants have been determined not to be currently debarred, suspended,denied participation, or declared ineligible to participate in federal government funded programs under Executive Order 12549, "Debarment and Suspension." E. Subcontracting Requirements. A Contractor which receives federal funds under this Contract also shall include the following Sections in every subcontract or purchase order for goods and services which are paid for in whole or in part with funds provided under this Contract: 1. The Labor Standards provisions are included in the aforesaid sub-tier contract; 2. The applicable Davis-Bacon wage rates are included in aforesaid sub-tier contract; 3. This Addendum to the contract between contractor and subcontractor is part of the sub-tier contract; and 4. Correction of any infractions of the aforesaid conditions, including infractions by the sub-contractor and any lower tier subcontractors, is a mutual responsibility. F. Washington State Prevailing_Wages. Contractor shall maintain records indicating that it has paid all employees performing work under this contract in compliance with state prevailing wage rules set forth in Chapter 39.12 RCW. 1. Contractor shall submit to City of Federal Way,prior to work,copies of Washington State Statement of Intent to Pay Prevailing Wages." 2. Prior to release of retainage by Owner, "Affidavits of Wages Paid"by all subcontractors shall be submitted to City of Federal Way as required by RCW 39.12.040. If the Contractor believes that prevailing wage are not required for this project,the Contractor shall provide verification to Community Development that it has consulted with and obtained confirmation from the Washington Department of Labor and Industries that such requirements do not apply and shall submit a signed certification attesting to that fact. 3. If there is a difference between Washington State Prevailing Wages and Federal Davis-Bacon wages,the contractor and all subcontractors shall pay the higher of the two wages. H. Federal Bid Guarantee and Bond Requirements I. If the Contractor is subcontracting construction work under this Contract,the subcontract shall require for any construction contracts exceeding$150,000: a. A bid guarantee from each bidder equivalent to five percent of the bid price; b. A performance bond from the Contractor for one hundred percent of the contract price; C. A payment bond from the Contractor for one hundred percent of the contract price. The Contractor may,at its discretion, require any of these requirements on construction contracts of less than$100,000. The specific requirements for bid guarantees and bonds are at 2 C.F.R. §200.325. 2. The Contractor shall submit to the CFW Project manager all copies of Project bonds demonstrating compliance with this section and elsewhere defined in the Construction Documents. 2017 CDBG CAPITAL CONTRACT - 62 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) H. Failure to Comply is Default Failure by the Contractor to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. I. Fixed Price Procurement. The Contractor agrees to use a more restrictive procurement procedure than that specified in 24 CFR Part 84.40 through 84.48. The Contractor agrees to use only lump sum fixed price contract for all goods and services procured with funds provided under this Contract. J. Project Funding Sign During Construction The Contractor shall include the following phrase on a construction sign erected during construction to identify funding sources used for the project: "Funding for this project was provided by City of Federal Way' s Community Development Block Grant Program. " CONFLICT OF INTEREST A. Contractor Covenants The Contractor covenants that no officer, employee, consultant, elected or appointed official, or agent of the Contractor who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract,herein,or any other person who presently exercises any functions or responsibilities in connection with the activities funded herein, shall have any personal financial interest, direct or indirect, in this Contract. The Contractor shall take appropriate steps to assure compliance with this provision. B. Non-Disclosure is Grounds for Termination Violation of this Section shall constitute a material breach of this Contract and grounds for termination as well as any other right or remedy provided in this Contract or law. MAINTENANCE OF RECORDS AND SITE VISITS A. The Contractor shall maintain, for at least six years after completion of all work under this Contract,the following: 1. Records of employment,employment advertisements,application forms,and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract,and any other information necessary to document the actual use of and payments to Subcontractors and suppliers in this Contract, including employment records. The City may visit, at any time,the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the City during such visits. In all other respects,the Contractor shall make the foregoing records available to the City for inspection and 2017 CDBG CAPITAL CONTRACT - 63 - 8/2017 Supplementary City of Federal Way Contract Conditions(03/2017) copying upon request. If this Contract involves federal funds,the Contractor shall comply with all record keeping requirements set forth in any federal rules,regulations or statutes included or referenced in the contract documents. B. Sanctions for Violations Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Contractor may be subject to damages,withholding payment and any other sanctions provided for by the Contract and by applicable law. C. Construction Project Requirements 1. Prior to any payment on the project,pre-approval must be received from City staff that federal labor standards and other requirements as described in the Construction Documents have been met. If the Agency pays the Contractor before the City approves,the Agency and/or Contractor will be responsible for correcting any compliance problems. 2. Construction project reporting: a. All documentation and communication regarding this project shall be identified by Villa Capri Security Door Renovations. b. The weekly payroll reports and documentation of construction activity and supporting documents for labor compliance shall be submitted to: City of Federal Way Community Development,Attn.: Sarah Bridgeford,33325 81'Avenue South,Federal Way,WA 98003 prior to any payment of CDBG funds for work that the Contractor has applied for payment. Upon review and approval of said documents,the Contractor shall be advised by the City that payment can be made. C. The Contractor shall provide documentation to the City at contract/subcontract completion showing that the contract activities were completed in accordance with the Contract. GENERAL WAGE DECISION 2017 CDBG CAPITAL CONTRACT - 64 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) U.S.Department of Labor The following Federal Davis-Bacon wage rates are made a part of this agreement. The Contractor is responsible for complying with the current Federal wage decision during the construction period. 2017 CDBG CAPITAL CONTRACT - 65 - 8/2017 Supplementary City of Federal Way Contract Conditions (03/2017) EXHIBIT E GENERAL WAGE DETERMINATION FORM 2017 CDBG CAPITAL CONTRACT - 66 - 8/2017 $1.00 per hour to Zone A rates. *Zone pay will be calculated from the city center of the following listed cities: BELLINGHAM CENTRALIA RAYMOND OLYMPIA EVERETT SHELTON ANACORTES BELLEVUE SEATTLE PORT ANGELES MT. VERNON KENT TACOMA PORT TOWNSEND ABERDEEN BREMERTON TRUCK DRIVERS CLASSIFICATIONS GROUP 2 - Semi-Trailer Truck HAZMAT PROJECTS Anyone working on a HAZMAT job,where HAZMAT certification is required, shall be compensated as a premium,in addition to the classification working in as follows: LEVEL C: +$.25 per hour-This level uses an air purifying respirator or additional protective clothing. LEVEL B: +$.50 per hour-Uses same respirator protection as Level A. Supplied air line is provided in conjunction with a chemical ""splash suit."" LEVEL A: +$.75 per hour- This level utilizes a fully- encapsulated suit with a self-contained breathing apparatus or a supplied air line. ---------------------------------------------------------------- SUWA2009-024 05/22/2009 Rates Fringes LABORER: Driller................$ 17.17 5.36 LABORER: Irrigation.............$ 11.58 0.00 LABORER: Landscape..............$ 9.73 0.00 LABORER: Overhead Door Installation.....................$ 22.31 3.44 OPERATOR: Backhoe...............$ 29.95 7.20 OPERATOR: Mechanic..............$ 24.33 4.33 ROOFER: Metal Roof..............$ 24.30 4.05 TILE SETTER......................$ 18.72 3.35 TRUCK DRIVER: Dump Truck........$ 27.43 0.00 WELDERS -Receive rate prescribed for craft performing file:///CfUsers/mdurnian/Documents/villa%20capri%20fed%20wage%20determination.txt[4/22/2020 4:00:24 PMl Rates Fringes PLASTERER........................$ 41.33 17.59 ---------------------------------------------------------------- PLAS0528-004 06/01/2019 Rates Fringes CEMENT MASON/CONCRETE FINISHER...$44.43 18.04 ---------------------------------------------------------------- PLUM0032-009 06/01/2019 Rates Fringes PIPEFITTER.......................$ 61.71 25.38 PLUMBER (Including HVAC Pipe Installation)....................$ 61.71 25.38 REFRIGERATION MECHANIC...........$ 26.87 23.64 ---------------------------------------------------------------- ROOF0054-008 02/01/2019 Rates Fringes ROOFER(Includes Roof Tear Off, Waterproofing, and Installation of Metal Roofs).....$ 37.30 15.97 ---------------------------------------------------------------- SFWA0699-006 01/01/2020 Rates Fringes SPRINKLER FITTER(Fire Sprinklers)......................$ 53.71 28.18 SHEE0066-023 06/01/2019 Rates Fringes Sheet Metal Worker(Including HVAC Duct Work and Installation of HVAC Systems)....$ 56.09 28.02 ---------------------------------------------------------------- * TEAM0174-005 06/01/2019 Rates Fringes Truck drivers: ZONE A: GROUP 2:...................$ 39.54 20.46 ZONE B (25-45 miles from center of listed cities*): Add$.70 per hour to Zone A rates. ZONE C (over 45 miles from centr of listed cities*): Add tile: IC'/LfsurS/tiailtuntaNl)ocitinetSts%villa 20caprt „?Ol'ed� _'Ih4.r c 'S1�eG4rtninuisott t,xl[4 2'2!'0204- W24 PN14] ZONE 2-More than 25 but less than 45 radius miles from the respective city hall ZONE 3 -More than 45 radius miles from the respective city hall LABORERS CLASSIFICATIONS GROUP 2A: Flagman GROUP 3: General Laborer; Chipping Gun(under 30 lbs.); Form Stripping; Roof Tearoff GROUP 4: Chipping Gun(over 30 lbs.); Concrete Saw Operator; Gunite; Pipe Layer; Vibrating Plate GROUP 5: Mason Tender-Brick; Mason Tender-Cement/Concrete; Grade Checker ------------------------------- PAIN0005-029 07/01/2019 Rates Fringes DRYWALL FINISHER/TAPER...........$ 43.03 19.36 PAIN0005-030 07/01/2019 Rates Fringes Painters: Parking Lot and Highway Striping Only...............$ 31.61 16.07 PAIN0005-031 07/01/2019 Rates Fringes PAINTER(Including Brush, Roller, Spray and Prep Work).....$ 31.15 11.98 PAIN0188-005 07/01/2019 Rates Fringes GLAZIER..........................$47.34 18.96 PAIN1238-002 07/01/2019 Rates Fringes SOFT FLOOR LAYER(Including Vinyl and Carpet)................$ 32.62 18.27 PLAS0528-002 06/01/2019 file:///C/Users/mdumian/Documents/villa%20capri%20fed%20wage%20detemunation.txt[4/22/2020 4:00:24 PM] metric tons GROUP 1 - Cranes 45 tons thru 99 tons,under 150 ft of boom (including jib with attachments); Excavator/Trackhoe: over 30 metric tons to 50 metric tons; Loader- overhead 6 yards to,but not including 8 yards;Dozer D-10; Screedman; Scrapers: 45 yards and over; Grader/Blade GROUP 2 - Cranes, 20 tons thru 44 tons with attachments; Drilling machine; Excavator/Trackhoe: 15 to 30 metric tons; Horizontal/directional drill operator; Loaders-overhead under 6 yards; Crane Oiler-100 Tons and Over; Compactor; Scraper: under 45 tons GROUP 3 - Cranes-thru 19 tons with attachments; Dozers-D-9 and under; Motor patrol grader-nonfinishing; Roller-Plant Mix; Crane Oiler under 100 tons; Excavator/Trackhoe: under 15 metric tons; Forklift: 3000 lbs and over with attachments; Service Oiler; Concrete Pump; Outside Hoist (Elevators and Manlifts); Pump Grout GROUP 4 -Roller-other than plant mix; Forklift: under 3000 lbs with attachments; Bobcat;RiggerBellman IRON0086-010 07/01/2019 Rates Fringes IRONWORKER(Reinforcing, Structural and Ornamental).......$42.35 29.56 ---------------------------------------------------------------- LABO0242-002 06/01/2019 ZONE 1: Rates Fringes LABORER GROUP 2A....................$ 31.03 11.94 GROUP 3.....................$ 37.27 11.94 GROUP 4.....................$ 38.19 11.94 GROUP 5.....................$ 38.80 11.94 ZONE DIFFERENTIAL (ADD TO ZONE 1 RATES): ZONE 2 - $1.00 ZONE 3 - $1.30 BASE POINTS: BELLINGHAM,MT. VERNON, EVERETT, SEATTLE,KENT, TACOMA, OLYMPIA, CENTRALIA,ABERDEEN, SHELTON,PT. TOWNSEND, PT. ANGELES,AND BREMERTON ZONE 1 -Projects within 25 radius miles of the respective city hall file:///C/TJsers/mdumian/Documents/villa%20capri%20fed%20wage%20determination.txt[4/22/2020 4:00:24 PM] Rates Fringes ELECTRICIAN......................$ 57.51 3%+22.06 ---------------------------------------------------------------- * ELECO046-007 02/03/2020 Rates Fringes ELECTRICIAN (Alarm Installation Only)...............$ 38.47 3%+13.95 ELECTRICIAN (Low Voltage Wiring Only).....................$ 38.47 3%+13.95 ---------------------------------------------------------------- ELEV0019-001 01/01/2020 Rates Fringes ELEVATOR MECHANIC................$ 55.86 34.765+a+b FOOTNOTE: a. PAID VACATION: Employer contributes 8% of regular hourly rate as vacation pay credit for employees with more than 5 years of service, and 6%for 6 months to 5 years of service. b. PAID HOLIDAYS: New Years Day, Memorial Day, Independence Day,Labor Day,Veterans Day, Thanksgiving Day,Friday after Thanksgiving, and Christmas Day. ---------------------------------------------------------------- * ENG10302-019 06/01/2019 Rates Fringes Power equipment operators: Group IA...................$ 46.78 21.22 Group IAA..................$47.46 21.22 Group IAAA.................$48.14 21.22 Group 1.....................$46.09 21.22 Group 2.....................$45.50 21.22 Group 3.....................$ 44.98 21.22 Group 4.....................$ 42.10 21.22 POWER EQUIPMENT OPERATORS CLASSIFICATIONS GROUP IAAA- Cranes-over 300 tons, or 300 ft of boom (including jib with attachments) GROUP IAA- Cranes 200 to 300 tons, or 250 ft of boom (including jib with attachments);Excavator/Trackhoe: Over 90 metric tons GROUP lA-Cranes, 100 tons thru 199 tons, or 150 ft of boom (including jib with attachments); Loaders-overhead, 8 yards and over; excavator/Trackhoe: over 50 metric tons to 90 file:///C/Users/mdumian/Documents/villa/.20capri%20fed%20wage°/`20detennination.txt[4/22/2020 4:00:24 PM] Rates Fringes Bricklayers, Caulkers............$ 39.46 16.15 ---------------------------------------------------------------- CARP0030-008 06/01/2019 Rates Fringes CARPENTER(Acoustical Installation)....................$ 45.92 16.52 CARPENTER(Including Formwork,Drywall Hanging, Cabinet Installation; Insulator-Batt and Metal Stud Installation)....................$ 45.92 16.52 MILLWRIGHT.......................$47.42 16.52 PILEDRIVERMAN....................$ 46.17 16.52 (HOURLY ZONE PAY: WESTERN AND CENTRAL WASHINGTON -ALL CLASSIFICATIONS EXCEPT MILLWRIGHTS AND PILEDRIVERS Hourly Zone Pay shall be paid on jobs located outside of the free zone computed from the city center of the following listed cities: Seattle Olympia Bellingham Auburn Bremerton Anacortes Renton Shelton Yakima Aberdeen-Hoquiam Tacoma Wenatchee Ellensburg Everett Port Angeles Centralia Mount Vernon Sunnyside Chelan Pt. Townsend Zone Pay: 0 -25 radius miles Free 26-35 radius miles $1.00/hour 36-45 radius miles $1.15/hour 46-55 radius miles $1.35/hour Over 55 radius miles $1.55/hour (HOURLY ZONE PAY: WESTERN AND CENTRAL WASHINGTON -MILLWRIGHT AND PILEDRIVER ONLY) Hourly Zone Pay shall be computed from Seattle Union Hall, Tacoma City center, and Everett City center Zone Pay: 0 -25 radius miles Free 26-45 radius miles $ .70/hour Over 45 radius miles $1.50/hour ---------------------------------------------------------------- * ELECO046-006 02/03/2020 file:///C/Jsers/mdumian/Documents/villa%20capri%20fed%2Owage%2Odetermination.txt[4/22/2020 4:00:24 PM] "General Decision Number: WA20200011 03/13/2020 Superseded General Decision Number: WA20190011 State: Washington Construction Type: Building County: King County in Washington. BUILDING CONSTRUCTION PROJECTS (does not include single family homes or apartments up to and including 4 stories). Note: Under Executive Order(EO) 13658, an hourly minimum wage of$10.80 for calendar year 2020 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1,2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least$10.80 per hour(or the applicable wage rate listed on this wage determination, if it is higher)for all hours spent performing on the contract in calendar year 2020. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/03/2020 1 02/28/2020 2 03/06/2020 3 03/13/2020 ASBE0007-002 06/01/2019 Rates Fringes ASBESTOS WORKER/HEAT&FROST INSULATOR........................$ 26.62 16.59 BRWA000 1-0 1106/01/2017 laic' 'Cif_lsrr>iliii!ItFL7:1i3 I)U U137CPliS':'9�L1°i.�(Vil.F7S1"n'UIeL'„ lie a °.,_'U lctviilllil;fttl?E1.CCC[422:2112 14 00;74 11 N1 * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate)ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue,N.W. Washington,DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7).Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue,N.W. Washington,DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information(wage payment data,project description, area practice material, etc.)that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board(formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue,N.W. Washington,DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION" file:///C/Users/mdumian/Documents/villa%20capri%20fed%20wage%20determination.txt[4/22/2020 4:00:24 PM] 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement(CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s)listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year,usually in January of each year,to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination file:///C/Users/mdurnian/Documents/villa%20capri%20fed%20wage%20detennination.txt[4/22/2020 4:00:24 PM] operation to which welding is incidental. Note: Executive Order(EO) 13706,Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded(and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO,the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work,up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care;to assist a family member(or person who is like family to the employee)who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member(or person who is like family to the employee)who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate(weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than""SU"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLLM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification,which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate,which in this example is July 1, 1 Ek Oc!I_sm OP ID:SR AcoRO' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 04/22/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sprague Israel Giles j NAME -.AX. 1501 Fourth Avenue,Suite 730 (<„r. N: ds: _ r.:r..'Jo _ Seattle,WA 98101-3225 John M.Policar akooucER^ i cusT❑MER)Dr:MULTI-2 INSURER(S)AFFORDING COVERAGE NAIC p INSURED Multi-Service Center _ 18058 INSURER A:Philadelphia Indemnity Ins. PO Box 23699 INSURER B Federal Way,WA 98093-0699 INSURER C INSURER D. INSURER E. INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADDL SUBR POLICY EFF POLICY EXP I,TR TYPE OF INSURANCE yw. POLICY NU BER w2inD/YYYY MM ❑ LIMITS GENERAL LIABILITY I EACH OCCURRENCE Is 1,000,00 A X COMMERCIAL GENERAL LIABILITY X PHPK2103284 03/01/2020 03/01/2021 '- EMI'4.1 B. 1. 100,00 _ PREMISES fEa nccu_rrence S CLAIMS-MADE X OCCUR 5,00 - PERSONAL&ADV INJURY S 1,000,00 _ j GENERAL AGGREGATE S 3,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG S 3,000,00 POLICY PR'.) LOC $ J AUTOMOBILE LIABILITY COMBINED SING'�E LIMIT $ 1,000,00 r (Ea accident) A X ANY AUTO PHPK2103284 03/01/2020 03/01/2021 -- BODILY INJURY(Per person) S X ALL OWNED AUTOS BODILY!INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE S X HIRED AUTOS (PER ACCIDENT) X NON-OWNEDAUTOS $ S X UMBRELLA LIAB I X OCCUR EACH OCCURRENCE S 1,000,00 EXCESS LIAB CLAlltn9-FADE AGGREGATE S 1,000,00 A PHUBB713193 03/01/2020 03/01/2021 DEDUCTIBLE $ X RETENTION S 10,000 $ WORKERS COMPENSATIONW STATU- X OTH- AND EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN NPHPK2103284 03/01/2020 03/01/2021 E.LEACH ACCIDENT 5 1,000,00 OFFICER/MEMBER EXCLUDED? ❑ N/A - (Mandatory in NH) WA STOP GAP E.L,DISEASE-EA EMPLOYEd S 1,000,00 If yes,describe under 1,000,00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CRIME PHPK2103284 03/01/2020 03/01/2021 Limit 100,00 Employee Dishonest I Ded 5,00 DESCRIPTION OF OPERATIONS I LOCATION$1 VEHICLES(Attach ACORD IG1 Additional Remarks Schedule,if more space is required) It is agreed the City its officers,officials, employees and agents are additional insured It required by written contract or a regiment, subject to the General Liability additional Inst}red provision endorsement. Capital Project Contract:Villa Capri CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Sarah Bridgeford 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way,WA 98003-6325 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD PI-GLD-HS(10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. G=ENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy,unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement_ For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 I Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent,or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Eamings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Inciuded 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers included 7 Additional Insured—Managers, Landlords,or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included _ 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners, Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission ©2011 Philadelphia Indemnity Insurance Company PI-GLC?-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word"fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I —COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning,explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V—DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance, (1)(a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1.Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2.Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND B are amended as follows: 1. b,is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee indemnification Defense Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an"employee"in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or persons or organizations making claims or bringing"suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds. but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury" to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Flamed Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you iease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Horne Clare Providers—At the first Named Insureds option, any person or org?ni—inn under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) 'Bodily injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs(d)or(f); or (ii) Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract:—Any person or organization where required by a written contract executed prior to the occurrence of a loss Such person or organization is an additional insured for"bodily injury,""property damage"or"personal and advertising injury"but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations i. Owners, Lessees or Contractors--Any person or organization, but only with respect to liability for"bodily injury,""property damage"or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring"suit"or transfer those rights to us and help us enforce them. Therefore,the insured can waive the insurers rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: if we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these: and b. Except for mental anguish, includes death resulting from the foregoing (Item a.above)at any time. R. Personal and Advertising Injury—Abuse of Process,Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury"is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion,sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2j Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment,former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company CITY OF CITY HALL Fe d e ra 1 Way 33325 8th Avenue South 8003 Federal Way,WA 9600&6325 (253)635-7000 www cilyoffederalway corn PROMISSORY NOTE City of Federal Way—CDBG Capital Project Contract VILLA CAPRI SECURITY DOOR RENOVATIONS LENDER: City of Federal Way, a Municipal corporation 33325 8thAvenue South Federal Way, WA 98003 BORROWER: Multi-Service Center PO Box 23699 Federal Way, WA 98093 PROPERTY Villa Capri Apartments ADDRESS: 28621 25th Place South Federal Way, WA 98003 PRINCIPAL AMOUNT: $151,500.00 LOAN DATE: Upon mutual execution DUE DATE: The earlier of"Default Date" or August 31, 2035 In consideration for the mutual undertakings and covenants contained in this Promissory Note (the "Note"), Lender (also referred to hereinafter as the "City") and Borrower agree as follows: 1. Purpose for Loan. Borrower has been allocated funds through Lender's Community Development Block Grant ("CDBG") Capital Project Program ("Program") to rehabilitate real property (the "Property"). The program is funded by CDBG funds that have been made available to the City. City is prepared to fund the loan upon Borrower's execution of the"Loan Documents," which include this Promissory Note, an affordability Covenant, and a Deed of Trust. 2. Promise to Pay. For value received, on or before the Due Date, or at Lender's option upon sale or other conveyance of all or any portion of the Property, Borrower, including its assigns and successors,promises to pay Lender in lawful money of the United States of America, at Lender's principal place of business, or such other place as Lender may designate in writing from time to time,the Principal Amount listed above and as shall have been advanced by Lender to or on behalf of Borrower under this Note,plus interest as provided in this Note. 3. Interest Rate.The unpaid Principal Amount shall bear interest at the rate of One Percent(1%) compounded per annum (the "Effective Interest Rate") unless or until there is a breach, default or violation under the Contract,the Deed of Trust,the Covenant Agreement or this Promissory Note. After such breach, default, or violation,the obligation shall bear interest at Twelve Percent(12%) per annum or the highest rate allowed by applicable law, whichever is less. 4. Payments. No payments will be required to be made on the Principal Amount unless or until a Default occurs. In the event of Default, the entire unpaid balance of the Principal Amount as of PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page I CITY of CITY HALL 40 Fe d e ra 1 a Y 33325 8th Avenue South Federal Way,WA 9$003003 -6325 (253)835-7000 www.ci1yot derahvnycoin the date of Default shall immediately become due and payable and interest on the unpaid balance shall commence to accrue at the "Default Interest Rate"on the date of Default. 5. Pre-Payments. Borrower may prepay this Note in full or in part at any time,without penalty. All payments received on this Note shall first be applied against accrued and unpaid interest and "Costs and Fees" owed to Lender under this Note, and the balance against unpaid Principal Amount. Borrower expressly assumes all risks of loss or delay in the delivery of any payments made by mail, and no course of conduct or dealing shall affect Borrower's assumption of these risks. 6. Loan Account. All advances made to or on behalf of Borrower under this Note shall be charged to a loan account in Borrower's name on Lender's books ("Loan Account") and Lender shall debit to Borrower's Loan Account the amount of each advance,and credit the amount of each repayment made by Borrower as described in Section 5 above. 7. Default. Upon the occurrence of any of the following events ("Events of Default"),Lender, at its option, and without notice to Borrower, may declare the entire unpaid Principal Amount to be immediately due and payable: a. The Borrower sells the Property or conveys the Property in lieu foreclosure, or forfeits the Property in foreclosure, bankruptcy or other insolvency proceeding; b. The Borrower makes,or is deemed to have made,any materially incorrect,false,fraudulent or misleading representation,warranty or certificate to the Lender or makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation in any statement or application to Lender in connection with Lender's consideration of Borrower's Program application; c. The Borrower defaults under the terms of this Note or the Deed of Trust granted in connection herewith; d. Formal charges are filed against the Borrower under any federal, state or municipal statute, law or ordinance for which forfeiture of the Property is a potential penalty, or the Property is in fact so seized or forfeited; e. The Borrower fails to maintain the Property, commits waste upon the Property or allows the Property to become a nuisance; f. The Borrower (1) makes an assignment for the benefit of creditors, (2) consents to the appointment of a custodian,receiver or trustee for itself or for a substantial part of its assets or(3) commences, consents to the commencement or continuation of, or has commenced upon it, voluntarily or involuntarily, any proceeding under any bankruptcy, insolvency or similar laws of any jurisdiction; or g. The Borrower defaults under the deed of trust executed in connection with this Note, it being understood and agreed that this Note and the deed of trust shall be interpreted and construed as a single integrated agreement between Lender and Borrower. The term "Default Date" shall mean the date on which an Event of Default has occurred or the date Borrower is no longer entitled to cure the Event of Default under the terms of this Note. PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 2 CITY or CITY HALL F33325 d e ra l Way 33325 8th Avenue South �7 Federal Way,WA 98003-6325 (253)835-7000 www cilyoilederalway corn 8. Default Interest Rate. Upon the occurrence of any Event of Default, the unpaid Principal Amount balance shall bear interest at the per annum interest rate for judgments provided by Washington law until the Note is satisfied in full. 9. Security. This Note is secured by and relates to a deed of trust of even date encumbering the Property. 10. Default Remedies. Upon the occurrence of any Event of Default, Lender shall have and may exercise any one or more of the rights and remedies provided in this Note and the deed of trust relating to this Note. The remedies provided in this Note and deed of trust are cumulative to the full extent provided by law. 11. Sale of Property. Except as otherwise contemplated in the Contract, in the event of a sale or transfer of the Property (excluding transfers of interest, if any, that are allowed by the Contract), the Borrower additionally agrees to pay the Lender an amount equal to Lender's proportionate share of the net appreciated value, if any, of the Property. The Lender's proportionate share is calculated by dividing the principal amount of this Note by the actual total development costs of the Project. Lender's estimated proportionate share is 100 percent of the net appreciated value of the Property.Net appreciated value shall be calculated as follows: a. In the case of a sale of the Property, the greater of the sales price of the Property or the appraised value thereof at the time of sale as determined at Borrower's expense by an appraiser satisfactory to Lender; b. Less, as approved by Lender, the original principal of any funds secured by liens against the Property, including the funds referred to herein; c. Less the amount of cash that Borrower has invested in the Property from sources other than the funds referenced in(b)above.This deduction shall include only sums attributable to direct expenditures for acquisition, development and/or capital improvements to the Property and shall not include ongoing maintenance expenditures or indirect expenditures such as real property taxes or legal fees related to the ongoing operation of the Property; and d. Less the actual reasonable costs of sale (if sold), such as appraisal, real estate commissions, real property excise tax, escrow fees, recording fees, and title insurance premiums. 12. Costs and Fees. Borrower agrees to pay all of Lender's costs incurred in the collection, modification, review, monitoring, or termination of this Note, including actual attorney fees and those incurred in any foreclosure, bankruptcy, or other similar insolvency proceeding. 13. No Waiver. Acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and Lender's acceptance of any such partial payment shall not constitute a waiver of Lender's right to receive the entire amount due. 14. Consent. Borrower hereby jointly and severally(i)waives presentment for payment, demand, notice of non-payment, notice of protest or protest of this Note, (ii) waives Lender's diligence in collection or bringing suit, and (iii) waives consent to any and all extensions of time, renewals, waivers or modifications as may be granted by Lender with respect to payment or any other provisions of this Note. The liability of the Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party. PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 3 ` Federal � CITY HALL 33325 Sth Avenue South Fedora[Way.WA 98003-6325 (253)835-7000 www ciryolrederaftay corn 15. Governing Law and Venue. This Note shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Washington. Venue for any action commenced by Borrower or Lender to interpret or enforce this Note or the deed of trust shall be in the Superior Court of the State of Washington,For King County, at the Maleng Regional Justice Center, Kent, Washington. 16. Assignment. Except as otherwise provided in the Contract,the Borrower may not sell, assign or transfer this Note without the written authorization of the Lender. 17. Entire Agreement. Except as otherwise expressly provided in this Note, this Note and the deed of trust constitute the entire agreement of the Borrower and the Lender relating to its subject matter. ORAL AGREEMENTS OR ORAL COMNUTMENTS TO LOAN MONEY. EXTEND CRE DM OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [Signatures located on following page.] PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 4 CITY OF CITY HALL Fe d e ra I ■ A day 33325 8th Avenue South `�- i�fl\Y■ Federal Way.WA 98003-6325 (253)835-7000 wwwerrWN-d9r A*eycan Agreed to and accepted by: LENDER: CITY OF FEDERAL WAY: ATTEST: Ji rrel , yor S ha ie Courtney, CMC, I y Clerk APPROVED TO FORM: .ti i�g� ,r- J. Ryan Cat, City Attorney BORROWER: MULTI RV10E CENTER By: � Printed Name: Robin Corak Title: CEO STATE OF WASHINGTON ) ) ss. COUNTY OF King ) On this day personally appeared before me Robin Corak , to me known to be the CEO of Agency Name that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate )I seal of said corporation. GIVEN my hand and official seal this " K day of �,�yjiLO l 20 =NOTANotary's signature i A6� RYPUBLIC Notary's printed name Kristi og 11 IC Notary Public in and for the State of Washington. TON My commission expires 6 19 21 RES PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way 33325 8"'Ave S Federal Way,WA 98003-6325 Attn: Sarah Bridgeford DEED OF TRUST Property Address:28621 25th PI S,Federal Way, WA 98003 Grantor(s): Multi-Service Center Beneficiary: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description(abbreviated): Lot 20-22, Military Arms,Vol. 86 of Plats,Page 15 Complete Legal Description indicated below. Assessor's Tax Parcel ID#(s):552900-0200 THIS DEED OF TRUST is dated April 3, 2020, between Multi-Service Center, ("Grantor"), whose address is 1200 S 336th St, Federal Way, WA 98003; CITY OF FEDERAL WAY, whose address is 33325 8t' Ave S, Federal Way, WA 98003 (referred to below as "Lender"); and First American Title Insurance Co., whose mailing address is 33600 6th Ave S, Ste. 1-05, Federal Way, WA 98003-(referred-to below as-"Trustee').- - 1. CONVEYANCE AND GRANT. For valuable consideration, Grantor irrevocably grants, bargains, sells and conveys to Trustee in trust, with power of sale and for the benefit of Lender as Lender, all of Grantor's estate, rights, title and interest, now owned or hereafter acquired, in and to the following real property located at 28621 25'PI S, Federal Way, WA 98003 in King County, Washington, and legally described below, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch and irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters (collectively"Real Property"). The Real Property legal description is: LOT 20, 21 AND 22, MILITARY ARMS, ACCORDING TO THE PLATE THEREOF, RECORDED IN VOLUME 86 OF PLATS, PAGES 15 AND 16, IN KING COUNTY, WASHINGTON. 2. DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings 1 3/2017 attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. • Deed of Trust means this Deed of Trust among Grantor, Lender, and Trustee. • Grantor means any and all persons and entities executing this Deed of Trust, including without limitation Multi-Service Center. • Improvements means and includes without limitation all existing and future improvements; buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. • Indebtedness means indebtedness of Grantor to Lender, including all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Trustee or Lender to enforce obligations of Grantor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. The word "Indebtedness" also includes all renewals, modifications, extensions, future advances or increases in the amount of the Note. • Lender means the City of Federal Way, its successors and assigns. • Note means the Promissory Note dated, April 3, 2020, in the original principal amount of $151,500.00 from Grantor to Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for this Note. • Property means collectively the Real Property. • Real Property means the property, interests and rights described above in the "Conveyance and Grant" section. • Related Documents means and includes without limitation the CDBG Capital Project Contract for the Acquisition of Transitional Housing; all related Project Exhibits; all promissory notes; all CDBG capital project proposals, applications and disclosures; any affordability covenants, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. • Trustee means First American Title Insurance Company and any substitute or successor trustees. THIS DEED OF TRUST IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THE AFFORDABILITY COVENANT, THIS DEED OF TRUST AND OTHER RELATED LOAN DOCUMENTS. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. 3. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note,this Deed of Trust, and the Related Documents. 2 3/2017 4. FORBEARANCE BY LENDER NOT A WAIVER. Extension of the time for payment or modification of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Grantor shall not operate to release the liability of the original Grantor or Grantor's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify the sums secured by this Deed of Trust by reason of any demand made by the original Grantor or Grantor's successors of interest. Any forbearance by Lender in exercising any right or remedy as provided in the Note or otherwise shall not be a waiver of or preclude the exercise of any right or remedy. 5. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: 5.1 Possession and Use. Grantor shall acquire and improve the Property as transitional housing for families experiencing homelessness within 30 days after the execution of this Deed of Trust. The Grantor acknowledges that this Property is subject to certain land use and occupancy requirements. 5.2 Duty to Maintain. Grantor shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. 5.3 Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property outside of the scope of the Project without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. 5.4 Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interest and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Lender shall give Grantor notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 5.5 Forfeiture Action. Grantor shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in the forfeiture of the Property or otherwise materially impair the lien credited by this Deed of Trust. Grantor may cure such a default and reinstate, as provided in paragraph 13.11, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Grantor's interest in the Property or other material impairment of the lien created by this Deed of Trust. 5.6 False Application. Grantor shall be in default if Grantor, during the application process or during the period governed by the CDBG Capital Project Contract, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning Grantor's use of the Property as transitional housing of families experiencing homelessness. 3 3/2017 5.7 Hazardous Substances. Grantor shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Grantor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. 5.8 Environmental Cleanup. Grantor shall promptly comply with all statutes, regulations, and ordinances which apply to Grantor or to the Property and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction which Grantor is bound by, relating to the use, collection, storage, treatment, control, removal or cleanup of hazardous or toxic substances in, on or under the Property or in, on or under any adjacent property that becomes contaminated with hazardous or toxic substances as a result of construction, operations or other activities on, or the contamination of, the Property, at Grantor's expense. Lender may, but is not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest as Lender; and whether or not Grantor has actual knowledge of the existence of hazardous or toxic substances in, on or under the Property or any adjacent property as of the date hereof, Grantor shall reimburse Lender prior to Lender acquiring title to the Property through foreclosure or deed in lieu of foreclosure, in connection with such compliance activities. 5.9 Duty to Protect. Grantor agrees to prevent the Property from becoming abandoned or from leaving the Property unattended. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property as Grantor's transitional housing are reasonable necessary to protect and preserve the Property. 5.10 Agricultural Use. Grantor agrees that the Property is not used principally or primarily for agricultural or farming purposes. 6. SALE OR TRANSFER. The following provisions relating to the sale or transfer of the Property are a part of this Deed of Trust. 6.1 Transfer of Property. If the Property or any part thereof, or any interest of the Grantor therein, is sold, leased or otherwise transferred, including any voluntary or involuntary transfer, excluding however the creation of a lien or encumbrance on the property subordinate to the Deed of Trust, then Lender may declare all sums secured by the Deed of Trust immediately due and payable. This provision shall apply to each and every sale, transfer, conveyance or encumbrance, regardless of whether or not Lender has consented or waived its rights, whether by action or inaction, in connection with any previous sale, transfer, conveyance or encumbrance, whether one or more. 6.2 Grantor Notice. If Lender exercises this option, Lender shall give Grantor and any Senior Lien Holder(s) prior written notice of acceleration. This notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Grantor must pay all sums secured by this Deed of Trust. If Grantor fails to pay these sums prior to the expiration of this period, Lender may invoke any remedy permitted by this Deed of Trust without further notice or demand on Grantor. 4 3/2017 6.3 Senior Lien Holder(s) Notice. Notwithstanding Lender's right to invoke any remedy hereunder, Lender agrees that is will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedy hereunder until it has given any Senior Lien Holder(s) at least 60 days' prior written notice. 7. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. 7.1 Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property al to the interest of Lender under this Deed of Trust, free of all liens having priority over or equ except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. 7.1 Evidence of Payment. Grantor shall, upon demand, furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the property. 7.2 Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will, upon request of Lender, furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. 8. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. 8.1 Maintenance of-Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurance value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form reasonably satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency (FEMA) as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. 8.2 Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $5,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Upon the 5 3/2017 election of Lender, Lender may receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner reasonably satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust,then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid without interest to Grantor as Grantor's interest may appear. 8.3 Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property. 8.4 Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser reasonably satisfactory to Lender determine the cash value replacement cost of the Property. 9. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i)the term of any applicable insurance policy or (ii) the remaining terms of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 10. COMPLIANCE WITH LAWS. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. 11. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust. 6 3/2017 11.1 Application of Net Proceeds. If all and any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net,proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by the Trustee or Lender in connection with the condemnation, and subject to the terms of the First Mortgage or Deed of Trust. 11.2 Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice all at Grantor's expense, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. 11.3 Abandonment. If the Property is abandoned by Grantor, or if, after notice by Lender to Grantor that the condemner offers to make an award or settle a claim for damages, Grantor fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the proceeds, at its option, either to restoration or repair of the Property or to the sums security by this Deed of trust,whether or not then due. 12. DEFAULT. Each of the following, at the option of the Lender shall constitute an event of default("Event of Default") under this Deed of Trust: 12.1 Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness or failure to perform any material obligation under the Note. 12.2 Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent failing of or to effect discharge of any lien. 12.3 False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Deed of Trust, the Note or any CDBG Capital Project Contract proposal, application or disclosure document is false or misleading in any material respect, either now or at the time made or furnished. 12.4 Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. 12.5 Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or 7 3/2017 reasonableness of the claim which is the basis of the foreclosure or forfeiture proceeding, provided that Grantor give Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 12.6 Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender, including but not limited to the Note, that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. 13. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: 13.1 Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable. 13.2 Foreclosure. With respect to all or any part of the Real Property,the Trustee shall have the right to exercise its power of sale and to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 13.3 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding or pending foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial-amount._Employment_by Lender shall not disqualify a person from serving as a receiver. 13.4 Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall at Lender's option either (a) pay a reasonable rental for the use of the Property, or(b)vacate the Property immediately upon the demand of Lender. 13.5 Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. 13.6 Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Property or of the time after which any private sale or other intended disposition of the Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. 13.7 Sale of Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshaled. In exercising its rights and remedies, 8 3/2017 the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. 13.8 Waiver, Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust after failure of Grantor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. 13.9 Attorney's Fees, Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorney's fees at trial on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorney's fees whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. 13.10 Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this Section. 13.11 Grantor's Right to Reinstate. If Grantor meets certain conditions, Grantor shall have the right to have enforcement of this Deed of Trust discontinued at any time prior to the earlier of(a) five (5) days, or such other period as applicable law may specify for reinstatement, before sale of the Property pursuant to any power of sale contained in this Deed of Trust; or (b) entry of a judgment enforcing this Deed of Trust. Those conditions are that the Grantor: (a) pays Lender all sums which then would be due under this Deed of Trust and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Deed of Trust, including, but not limited to, reasonable attorney's fees; and (d)takes such action as Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's rights in the Property and Grantor's obligation to pay the sums secured by this Deed of Trust shall continue unchanged. Upon reinstatement by Grantor, this Deed of trust and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under paragraph 5. 9 3/2017 14. POWERS AND OBLIGATIONS OF THE TRUSTEE. The following provisions relating to the powers and obligation of Trustee (pursuant to Lender's instructions) are part of this Deed of Trust. 14.1 Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a)join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b)join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. 14.2 Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless required by applicable law, or unless the action or proceeding is brought by Trustee. 14.3 Trustee. Trustee shall meet all qualifications required for trustee under applicable law. In addition to the rights and remedies set forth above with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 14.4 Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder for the County in which the Real Property is located. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 15. NOTICES TO GRANTOR AND OTHER PARTIES. Subject to applicable law, and except for notice required or allowed by law to be given in another manner, any notice under this Deed of Trust shall be in writing, may be sent by facsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Nothing contained in this Section 15, shall be interpreted or construed as consent of Lender to Grantor's change of residence or a waiver of Grantor's promise and obligation to occupy of the Property. 16. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: 10 3/2017 16.1 Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire and final understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties should be to be charged or bound by the alteration or amendment. 16.2 Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of Washington. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of Washington. 16.3 Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. 16.4 Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. 16.5 Successors and Assigns Bound; Joint and Several Liability; Co-signers. The covenants and agreements of this Deed of Trust shall bind and benefit the successors and assigns of Lender and Grantor, subject to the provisions of paragraph 6. Grantor's covenants and agreements shall be joint and several. Any Grantor who co-signs this Deed of Trust, but does not execute the Note: (a) is co-signing this Deed of Trust only to mortgage, grant and convey the Grantor's interest in the Property under the terms of this deed of Trust; (b) is not personally obligated to pay the sums secured by this Deed of Trust; and (c) agrees that Lenders and any other Grantor may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Deed of Trust or the Note without the Grantor's consent. All obligations of Grantor under this Deed of Trust shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each of the persons signing below is responsible for all obligations in this Deed of Trust. 16.6 - Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. 16.7 Successor and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. 16.8 Grantor's Copy. Grantor shall be given a copy of the Note, Affordability Covenant and of this Deed of Trust. 16.9 Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and 11 3/2017 signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. 16.10 Applicability. This Deed of Trust applies to, insures to the benefit of, and is binding not only on the parties hereto, but on their heirs, devisees, legatees, administrators, executors, successors and assigns. The term Lender shall mean the hold and owner of the Note secured hereby, whether or not named as Lender herein. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS. Grantor hereby executes this Deed of Trust as of the 3)t(day OfAW 202-.'b. GTOO Printed Name: Robin Corak Title: CEO STATE OF WASHINGTON ) ) ss. COUNTY OF King On this day personally appeared before me Robin Corak , to me known to be the CEO of Multi-Service Center that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of i ,20a� Notary's signature Notary's printed name Notary Public Wand for the St te of Washington K A LOGUE My commission expires !� !VOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES JUNE: 19, 2021 12 3/2017 EXHIBIT A LEGAL DESCRIPTION LOT 20, 21 AND 22, MILITARY ARMS, ACCORDING TO THE PLATE THEREOF, RECORDED IN VOLUME 86 OF PLATS, PAGES 15 AND 16, IN KING COUNTY, WASHINGTON. 13 3/2017 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way Community Services Division 33325 8'Ave S Federal Way,WA 98003-6325 Attn: Sarah Bridgeford AFFORDABLE HOUSING COVENANT AGREEMENT Property Address: 2862125'Place S,Federal Way,WA 98003 Grantor(s): MULTI-SERVICE CENTER, a Washington Public Benefit Corporation Grantee: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description(abbreviated): Lot 20-22, Military Arms, Vol. 86 of Plats,Page 15 Complete Legal Description indicated below. Assessor's Tax Parcel ID#(s): 552900-0200 THIS AFFORDABLE HOUSING COVENANT AGREEMENT ("Covenant") is made as of the date of mutual execution, by Multi-Service Center ("Grantor") and is part of the consideration for the financial assistance provided by the City of Federal Way ("City"), pursuant to CDBG Capital Project Contract for the Villa Capri Security Door Renovations,(the"Contract") for the improvements necessary to provide affordable housing for low- and moderate-income households on real property(the "Property") legally described as follows: LOT 20, 21, and 22, MILITARY ARMS, ACCORDING TO THE PLATE THEREOF, RECORDED IN VOLUME 86 OF PLATS, PAGES 15 AND 16, IN KING COUNTY, WASHINGTON. This Covenant will be filed and recorded in the official public land records of King County, Washington and shall constitute a-restriction upon the use of the Property, subject-to and in accordance with the terms of this Covenant for fifteen (15) years of affordability ending August 31, 2035 (the "Affordability Period"). The covenants contained herein are to be taken and construed as covenants running with the land and shall pass to and be binding upon the Grantor, its successors and assigns, heirs, grantees, or lessees of the Property, beginning on the date of initial residential occupancy after the acquisition of the Property contemplated by the Contract. Each and every contract, deed, mortgage or other instrument covering or conveying the Property, or any portion thereof, shall be conclusively held to have been executed, delivered and accepted subject to such covenants, regardless of whether such covenants are set forth in such contract, deed,mortgage or other instruments. NOW THEREFORE, it is hereby covenanted during the Affordability Period as follows: 1. The multi-family residential complex shall be rented to tenants with gross annual household incomes at the time of initial occupancy no higher than eighty (80) percent of the median income in King County,Washington adjusted for family size as estimated from time to time by the United States Department of Housing and Urban Development ("HUD").If HUD ceases to provide such estimates of median income,then median income shall mean such comparable figure for King County,Washington published or reported by a federal, state, or local agency as the Department shall select. Rents charged to tenants may not exceed 30 (thirty)percent of the monthly income of the population being served. 2. The Grantor shall provide safe and sanitary housing, and shall comply with all Federal, State, and local housing codes, licensing requirements, and other requirements regarding the condition and the operation of the Property. 3. The Grantor shall keep any records and make any reports relating to compliance with this Covenant that the City may reasonably require. DEFAULT: If a violation of any of the foregoing covenants occurs, the County may, after thirty (30) days notice to the Grantor, and if applicable, its successors and assigns, heirs, grantees, or lessees of the Property, institute and prosecute any proceeding at law or in equity to abate, default the loan, prevent, or enjoin any such violation or to compel specific performance by the Grantor of its obligations hereunder;provided that the Grantor shall not be required by any provision herein to evict a residential tenant. No delay in enforcing the provisions hereof as to any breach or violation, shall impair, damage or waive the right of the County to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violations or any similar breach or violation hereof at any later time. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COVENANT, AND GRANTOR AGREES TO ITS TERMS. Grantor hereby executes this Covenant as of the qday of_4L, 20M. GRANTOR.: By: Printed Name: Robin Corak Title: CEO STATE OF WASHINGTON ) ) ss. COUNTY OF King ) On this day personally appeared before me Robin Corak to me known to be the CEO of Mufti-Service Center that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this CGS- day of 4 apetl , MAC) Notary's signature &t�� Notary's printed name Kristin Log dl K A LOGl1E Notary Public in and for the State of Washington. NOTAR) PUBLIC My commission expires 6/19/21 STATE OF WASHINGTON, 2 CONIMISSION EXPIRES 3/2017 Old E 19, 2021 t