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AG 13-177RETURN TO: Dee Dee Catalano EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CED/HS 2. ORIGINATING STAFF PERSON: DEE DEE CATALANO EXT: 2651 3. DATE REQ. BY: 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 X HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: SMALL BUSINESS DEVELOPMENT CENTER 6. NAME OF CONTRACTOR: U/ z ADDRESS: L TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE X ALL OTHER REFERENCED EXHIBITS X PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2013 COMPLETION DATE: 12/31/2013 TOTAL COMPENSATION $22,500 (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 ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: / [ —73a 77 ! �� ! `OZ �I-" y 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCILAPPROVAL (IF APPLICABLE) m 3 my I XPATA C� COMMITTEE APPROVAL DATE: INITIAL/ DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING / ❑ SENT TO VENDORJCONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI 'ATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED Q a -i •13 cr "% °I.10-t1 AG# (�1" 1 -7 DATE SENT: .1• 11• I 11/9 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ct"ffederaM ay. com CDBG CAPITAL PROJECTS CONTRACT FOR SMALL BUSINESS DEVELOPMENT CENTER (SBDC) MICROENTERPRISE DEVELOPMENT SERVICES This CDBG Capital Projects Contract ( "Contract ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Highline Community College, a Washington State community college ( "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: HIGHLINE COMMUNITY COLLEGE: Rich Shockley Economic Development Program Coordinator 2400 S. 240th Street Des Moines, WA 98198 (206) 592 -4150 (telephone) (206) 870 -5929 (facsimile) CITY OF FEDERAL WAY: Jay Bennett Community Services Manager 33325 8,' Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2650 (telephone) (253) 835 -2409 (facsimile) WHEREAS, the City is an entitlement City applicant for Community Development Block Grant ( "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 CFR § 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: 2013 CDBG CAPITAL AGREEMENT - 1 - 5/2013 CITY OF CITY HALL A*** 33325 8th Avenue South Federal Way. WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 www c*vfederaMvay. com INDEX TO CONTRACT SECTIONS I. Scope of Contract II. Duration of Contract III. Compensation and Method of Payment IV. Budget V. Internal Control and Accounting System VI. Maintenance of Records VII. Monitoring and Reporting Requirements VIII. Evaluations and Inspections IX. Corrective Action X. Assignment XI. Termination XII. Future Support XIII. Hold Harmless and Indemnification XIV. Insurance Requirements XV. Nondiscrimination and Equal Employment Opportunity XVI. Section 504 and Americans with Disabilities Act XVII. Accessibility XVIII. Environmental Review XIX. Labor Standards XX. Volunteers . XXI. Acquisition and Relocation XXII. Public Ownership I. SCOPE OF CONTRACT XXIII. Reversion of Assets XXIV. Property Management Standards XXV. Additional Local Requirements XXVI. Subcontracts and Purchases XXVII. Conflict of Interest XXVIII. Political Activity Prohibited XXIX. Equipment Purchase, Maintenance, and Ownership XXX. Notices XXXI. Proprietary Rights XXXII. Contract Amendments XXXIII. Entire Contract/Waiver of Default XXXIV. Miscellaneous Provisions XXXV. Supplanting XXXVI. Attorney's Fees & Costs XXXVII. Drug -Free Workplace Certification and Other Federal Requirements XXXVIII. Constitutional Prohibition XXXIX. Compliance with Health Insurance Portability Accountability Act of 1996 (HIPAA) XL. Confidentiality XLI. Debarment and Suspension XLII. General Provisions A. Scone. 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 All and hereby incorporated by this reference ( "Services "). The Contract between the Parties shall consist of the Capital Contract for 2013 CDBG Funds including the 2013 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 affirmatively 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. 2013 CDBG CAPITAL AGREEMENT - 2 - 5/2013 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com C. Program Benefit — 24 C.F.R. § 570.208(a). Activities undertaken by this Contract must predominantly benefit low and moderate income persons. At least seventy percent (70 %) of the persons 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. Contact Person. The City and the Agency shall each designate a contact person for each Project/Program Exhibit 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 with Laws. 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 CFR 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 CFR 570.604 and (2) Agency does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 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, FICA, 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 OMB Circular Nos. A -122 "Cost Principles for Non -Profit Organizations ", A -133 "Audits for Institutions of Higher Education and Other Nonprofit Institutions ", A -87 for "Cost Principles for State, Local, and 2013 CDBG CAPITAL AGREEMENT - 3 - 5/2013 ` CITY OF CITY HALL 33325 ., Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway. com Indian Tribal Governments ", and 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations identified at 24 CFR 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. 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 Exhibit(s), or the date of execution of this Contract, whichever is earlier), until the Termination Date specified in each 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 termination date will not be reimbursed. III. COMPENSATION AND METHOD OF PAYMENT The Agency's compensation will be from the 2012 program for Community Development Block Grant ( "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 CFR Part 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 Exhibit after the Services have been performed. The reimbursement amount shall not exceed the amount specified in each 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 Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Compensation and Contract Performance. 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. 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. 2013 CDBG CAPITAL AGREEMENT - 4 - 5/2013 Agency CITY OF CITY HALL 33325 ., Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 2. Be no more liberal than policies, procedures, and practices applied uniformly to other activities of the 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. 6. Be fully documented. D. Submission of Invoices. Supporting Documentation and Reports. On a quarterly 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 January 8, 2014. The Agency shall submit all outstanding reports for each Project Exhibit providing funding for Capital Projects by January 15, 2014. 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; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. F. Return of Unspent Ci , 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. Nonprofit Corporations. If the Agency is a nonprofit corporation, costs for which the Agency requests reimbursement shall comply with, unless otherwise provided in the Exhibit(s), the policies, guidelines and requirements of OMB Circular No. A -122, "Cost Principles for Non -Profit Organizations," and the sections of 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations, identified at 24 CFR 570.502 (b), Applicability of Uniform Administrative Requirements. H. 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. I. Program Income. The Agency shall report all CDBG Program Income, as defined in 24 CFR Part 570.504(c) generated under this Contract for the purposes specified herein or generated through the project(s) funded under this Contract. Program Income is to be returned to the City unless the City specifies that it maybe retained by 2013 CDBG CAPITAL AGREEMENT - 5 - 5/2013 ` CITY OF CITY HALL Federal �� 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com 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. 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 CFR Part 85.20 and the U. S. Office of Management and Budget ( "OMB ") Circular A -87 for governmental agencies, 24 CFR Part 84.21 and OMB Circular A -122 for Nonprofit Corporations. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays, and income. 2013 CDBG CAPITAL AGREEMENT - 6 - 5/2013 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www aryoffederalway com F. Beneficiaa 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 CFR � 570.506(b). As applicable, the following categories of records shall be maintained, for the discrete activities which are assisted in whole or in part with 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 CFR § 570.208(a)(1)(ii). H. Records of Program Operations, Management And Evaluation. Agency shall maintain all records of: 1. Operating policies and procedures; 2. Employee qualifications, training, and evaluation; 3. Principal operations data: work units completed; clients served, classified by client and service characteristics; staff hours utilized; etc. 4. Self- evaluation of services, programs. and employment practices for compliance with 504 and ADA .requirements. 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 Circular A -110) 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; 2013 CDBG CAPITAL AGREEMENT - 7 - 5/2013 ` CITY OF CITY HALL �... 33325 Federal Way Feder 8th Avenue 8003 Federal Way, WA 98003 -6325 (253) 835 -7000 wwwv ciryoffederalw V, com 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 Improvement of Real Propggy Projects. 1. For construction contracts over $100,000, records documenting compliance with the bonding requirements of 24 CFR § 85.36 (h). 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 CFR § 35. 4. Labor Standards — 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 CFR §§ 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 CFR § 24. The agency shall consult the City for complete instruction prior to undertaking any action which may result in displacement of persons as defined at 49 CFR § 24.2(8). K. Procurement Records. Agency shall maintain records of- 1. Agency's adopted code of conduct governing officers' and employees' actions in contracting and purchasing; 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 Circular A -110. 4. Agency's procurement procedures utilized and the bases for supplier selection/contract award. L. Records Regarding Remedy of Past 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 CFR Part 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). 2013 CDBG CAPITAL AGREEMENT - 8 - 5/2013 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay. com 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). and 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; 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: a. An individual's first name or first initial and last name in combination with any one 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 Responsibilities. 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 2013 CDBG CAPITAL AGREEMENT - 9 - 5/2013 CITY OF CITY HALL 33325 ,,�.. Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityofederaM,ay. com 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. Nop2rofit 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 "GARS "; Government, Accountability Office (GAO) Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and OMB Circulars A -21, A -87, A -102, A -122 and A -133, as amended, and 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 Federal Domestic Assistance. The Catalog of Federal Domestic Assistance (CFDA) number for the CDBG Program is 14.218. 4. Additional Audit or Review Requirements. Additional audit or review requirements may be 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 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 Inspection and Retention. 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 RCW Chapter 42.17 or RCW 42.56 as hereafter amended. IX. CORRECTIVE ACTION A. Default by Agency. 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 2013 CDBG CAPITAL AGREEMENT -10- 5/2013 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederaMoy com 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. 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 Pa 1�. 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 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 Mayor'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. 2013 CDBG CAPITAL AGREEMENT - 11 - 5/2013 ` CITY OF CITY HALL ,.�.. FederalWay 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederahvay com 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. 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 Independent Agency. In providing Services under this Contract, the Agency is an Independent Agency, and neither it, nor its officers, agents or employees are 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 which 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 Agreement to Repay. The Agency further agrees that it is financially responsible for and will repay the City all indicated amounts following an audit exception which 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. Indemnification. 1. Each party agrees to be responsible for any and all claims, damages, or other liabilities including costs of defense and attorneys fees arising out of the acts or omissions of its officers, employees, and/or agents in the 2013 CDBG CAPITAL AGREEMENT -12- 5/2013 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com performance of its obligations under this agreement. Thus, as between the parties, the Agency shall be responsible for the defense of any actions based on alleged wrongdoing by any Agency employees, Agency representative or Agency - recruited volunteer, including any damages based such alleged wrongdoing. Similarly, as between the parties, the City shall be responsible for the defense of any actions based on alleged wrongdoing by any City employee, City representative or City - recruited volunteer, including any damages based on such wrongdoing. 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 Reguired. 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(ies). Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. B. Risk Assessment by Agency. 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: 1. General Liability. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. 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, Professional Liability, Errors, 2013 CDBG CAPITAL AGREEMENT -13- 5/2013 CITY OF CITY HALL Alp* Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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 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. 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 be at 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. Property Insurance. Insurance Services Office form number (CP 0010 ) 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 Agreements: 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. damage. 2. Automobile Liability: 1,000,000 combined single limit per accident for bodily injury and property 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: 1,000,000. 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 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 2013 CDBG CAPITAL AGREEMENT -14- 5/2013 ` CITY OF CITY HALL Federal Way Feder 8th Avenue South 33325 Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 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. Verification of Coverage. 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, RCW Chapter 49.60; 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 USC 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 USC 3601) and the Washington State Law Against Discrimination (RCW Chapter 49.60). 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: 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 CFR Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 USC 5301); 3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 CFR Part 8. E. Prohibited Discriminatory Actions. 2013 CDBG CAPITAL AGREEMENT -15- 5/2013 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahypy. com 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 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. 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 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 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: 2013 CDBG CAPITAL AGREEMENT -16- 5/2013 CITY OF CITY HALL ,�, Feder Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityotfederaAvay com 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 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 Federal Requirements. 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 or subgrantees. 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. 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 CFR § 40. 1, et seq. for residential structures, and Appendix A to 41 CFR § 101 -19, et seq. for general type buildings). When applicable, certain multifamily 2013 CDBG CAPITAL AGREEMENT -17- 5/2013 CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway com 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 CFR § 100. 1, et seq., 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 CFR § 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. Other Federal Environmental 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 CFR § 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 CFR § 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- 4128). 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 CFR § 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 CFR §§ 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 2013 CDBG CAPITAL AGREEMENT -18- 5/2013 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 95003 -6325 (253) 835 -7000 www atyoffederalway. com 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 CFR § 58.22(a), the Agency shall not commit assistance under this Contract until 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 § 58.1(b) if the activity or project would have an adverse environmental impact or limit the choice of reasonable alternatives. Provided; however, that an option agreement, self -Help Homeownership Opportunity Program funds, and relocation assistance may be excluded from the limitation above per 24 CFR § 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 CFR § 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 se . ); rop vided that this section shall not apply to rehabilitation ofresidential 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 Ch. 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 4010) and the Davis -Bacon wage determinations (attached as "Exhibit B" and "Exhibit C ", respectively, if applicable). For construction contracts, a copy of the Federal Labor Standards Provisions (HUD form 4010) and the current Davis -Bacon wage determinations must be included in all construction bid specs and/or contracts over $2,000. XX. VOLUNTEERS - 24 CFR § 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 CFR §§ 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. 2013 CDBG CAPITAL AGREEMENT _19- 5/2013 CITY OF CITY HALL Federal Way 8th Avenue South k Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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 CFR §§ 24. 1, et seq., required by federal CDBG regulations at 24 CFR § 570.606. The Agency shall comply with the regulations pertaining to costs of relocation and written policies, as specified by the City of Kent'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 CFR § 570.505. 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 be either: A. Used to meet one of the national objectives set forth in 24 CFR § 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 D" if applicable); B. Disposed of in a manner that results 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 CFR § 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 CFR § 570.208. 2013 CDBG CAPITAL AGREEMENT -20- 5/2013 ` CITY Of CITY HALL 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www btyoffederahvW com XXV. ADDITIONAL LOCAL REQUIREMENTS A. Mortgage or Leasehold Agreement — 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, and Regulations — 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. XXVI. SUBCONTRACTS AND PURCHASES A. Subcontract Defined. "Subcontract" shall mean any contract between the Agency 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. Amendment Required. The Agency shall not subcontract any portion of this Contract without the prior amendment to this Contract as outlined in Section XXXII. Said amendment must be sought in writing by the Agency not less than forty-five (45) business days prior to the date of any proposed subcontract. If the City shall give its consent to any subcontract by completing an amendment, this Section shall nevertheless continue in full force and effect. Any subcontract without prior amendment to this Contract, shall be void and not reimbursable under this contract. C. Verification of Subcontractor's Eligibility — 24 CFR & 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 E ". 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, and retained percentages (Ch. 60.28 RCW, Ch. 39.12 RCW, and Ch. 39.04 RCW). In addition, the Agency shall comply with the requirements of the U.S. Office of Management and Budget ( "OMB ") Circular A -110, Attachment O, 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 CFR Part 84.40 through .48 or as otherwise provided in the Project Exhibit. The regulations at 24 CFR Part 85.36 (b) through (g) and 24 CFR Part 84.40 through .48, require that all goods and Services, irrespective of cost, be procured using a competitive process. E. Buy American Requirements - ARRA of 2009 - Division A - Title XVI & 1605. 1. General. None of the funds used to purchase goods pursuant to this Contract may be used for a project or the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States. 2013 CDBG CAPITAL AGREEMENT -21- 5/2013 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www a"ffederaMoy. com 2. Waiver of Ba American Requirement. Subsection (1) shall not apply in any case or category of cases in which the City finds that: a. Applying subsection (1) would be inconsistent with the public interest; b. Iron, steel, and the relevant manufactured goods are not produced in the United States in sufficient and reasonable available quantities and of a satisfactory quality; or c. Inclusion of iron, steel, and manufactured goods produced in the United States will increase the cost of the overall project by more than 25 percent. 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 CFR §§ 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. 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 his employees must be disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision. C. Current and Former City g=loyees. 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. 2013 CDBG CAPITAL AGREEMENT -22- 5/2013 CITY OF CITY HALL . Fe d e ra I Way Feder al Way, WA 98003 -6325 8th Avenue South A*** Feder (253) 835 -7000 www cityoSederahvay. com D. Non - Disclosure is Grounds for Termination. Violation of this Section shall constitute a material 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. 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 USC 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. Maintenance of Equipment. The Agency shall be responsible for all such property, including the proper care and maintenance of the equipment. C. Equipment Returned. 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. Right of 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 CFR Part 570.502(b)(3)(vi), if the Agency is a nonprofit corporation and 24 CFR Part 570.502(a) and 24 CFR Part 85.32(e) if the Agency is a municipal corporation or an 2013 CDBG CAPITAL AGREEMENT -23- 5/2013 ` CITY OF CITY HALL , A% Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ct"flederaMW com 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 Chief 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. 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.. XXXIII. 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. Severability. If any term or provision of this Contract or 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. 2013 CDBG CAPITAL AGREEMENT -24- 5/2013 CITY of CITY HALL , � , Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 1J1/ (253) 835 -7000 www cityoffederalway com XXXV. SUPPLANTING If the Agency is a nonprofit corporation providing public (human) 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. ATTORNEY'S FEES AND COSTS In the event either of the Parties defaults on the performance of any of the terms of this Contract or either Party places the enforcement of this Contract in the hands of an attorney or files a lawsuit, each Party 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 CFR part 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 USC. Chapter 15) regarding political activities. XXXVIII. CONSTITUTIONAL PROHIBITION Funds Not Used for Religious Purposes. In accordance with the First Amendment of the United States Constitution, 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 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 CFR Parts 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. 2013 CDBG CAPITAL AGREEMENT -25- 5/2013 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederaM,ay.com 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 CFR Title 45, Section 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. 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 CFR § 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 CFR § 164.526. 8. The Agency agrees to make available the information required to provide an accounting of disclosure in accordance with 45 CFR 164 § 528. B. Effect of Termination. 1. Except as provided in paragraph B.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 2013 CDBG CAPITAL AGREEMENT -26- 5/2013. CITY OF CITY HALL '**..... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaWay com any matter involving fraud or official misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension. ") XLII. GENERAL PROVISIONS A. Successors in Interest. 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. Authori . 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. Captions. 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] rxIW ft""»w to $boa YIOaONAO WA 31MAD BIOS, t W :tW4x31n"t "o VIM 2013 CDBG CAPITAL AGREEMENT -27- 5/2013 CITY OF CITY HALL ` ,�..� Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera&ay.. com IN WITNESS, the Parties execute this Contract below, effective the last date written below. CITY OF FEDERAL WAY , V�) (�� Skip Priest, ayor DATE: /y/ /% // 3 164-16311 a 1N"01ONT5 IUT01ZIIV9016700:161 M By: ;<_:�-YZ Printed Name: J_ Title: V d•^ DATE: /q STATE OF WASHINGTON ) ) ss. COUNTY OF rCy2ar ATTEST: City Clerk, Carol McNeilly, dMC APPROVED AS TO FORM: �L�!��Z•t;(� PAZ City Att ey, Patricia A Richardson On this day personally appeared before me 11L-y- rte A . I)u-% J%r to me known to be the ��- of Highline Community College 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 �� , 2016. Notary's signature Notary's printed name ri 2 A n tJ d Notary Public in and for the tate of Washington. My commission expires Ne n pdk 8iNt of W" Nop" CAME AN DAVIDSM My Appok h WIN EXPION ANN 1.2015 2013 CDBG CAPITAL AGREEMENT -28- 5/2013 CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www ciryoffederahvay. com EXHIBIT A PROJECT SCOPE OF SERVICES Project No.: Start Date: January 1, 2013 Project Title: Small Business Development Center (SBDC) Microenterprise Development Services End Date: December 31, 2013 Federal Way Contract No.: Termination Date: Dec. 31, 2013 Agency Contact Person: Rich Shockley Telephone: (206) 592 -4150 E -mail: rshockley@highline.edu Fax: 206 870 -5929 The Agency shall utilize City of Federal Way Community Development Block Grant funds to perform all the activities specified in this Exhibit beginning on January 1, 2013, and completing no later than December 31, 2013. 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 goal of this project is to improve the self - sufficiency of Federal Way residents/business owners by providing educational interventions that are aimed at enhancing small business, self - employment and micro- enterprise in Federal Way. B. Outcomes Employment opportunities are created or retained for low- and moderate - income persons by providing business advising services to individuals who own or are establishing a microenterprise. C. Indicators Low- and moderate- income microenterprises will have developed financial plans, marketing strategies, addressed capitalization and organizational issues and/or other services needed to expand economic /employment opportunities for residents in the City of Federal Way. D. Elipbility Clients shall be: • Low- and moderate - income individuals who own existing microenterprises that are located within the City of Federal Way. • Low- and moderate- income individuals who are in the process of establishing or acquiring a microenterprise and reside in the City of Federal Way. CDBG National Objective Low /Mod Benefit 24 CFR 570.208(a)(2); CDBG Eligibility 24 CFR 570.201 (o) E. Records and Reports. 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. 2013 CDBG CAPITAL AGREEMENT -29- 5/2013 ` CITY OF CITY HALL '�.. Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 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 Circular A -87 for local governments and A -122 for nonprofit organizations. 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 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. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b) purpose of trip; and • for copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of the solicitation process used to select vendors and subcontractors with original purchase orders and subcontracts. 10. Documentation required by this Contract if any funds provided under this Scope are used to acquire equipment. 11. The Agency shall ensure that services provided with funding under this Contract are made available to Federal Way residents. 12. 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. 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 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. 2013 CDBG CAPITAL AGREEMENT -30- 5/2013 CITY OF �., Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederalway com King County FY 2013 Income Limits Summary Effective 12/11/2012 Median Income 1 2 3 4 5 6 7 8 Income Limit Person Persons Persons Persons Persons Persons Persons Persons Category Extremely Low (30 %) $18,200 $20,800 $23,400 $26,000 $28,100 $30,200 $32,250 $34,350 Income Limits Very Low $86,700 (50 %) $30,350 $34,700 $39,050 $43,350 $46,850 $50,300 $53,800 $57,250 Income Limits Low (80%) $45,100 $51,550 $58,000 $64,400 $69,600 $74,750 $79,900 $85,050 Income Limits Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines which will be provided by the City. 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 year in which the final invoice was paid. 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 $22,500. A. City of Federal Way Funds City of Federal Way Community Development Block Grant $22,500 Total City of Federal Way Funds: $22,500 B. Line Item Budget Personnel Services detail below $229500 Office or Operating Supplies $0 Consultant or Purchased Services $0 Construction Contracts $0 Communications $0 Travel and Training $0 Other (specify below): $0 Total City of Federal Way Funds: $22,500 2013 CDBG CAPITAL AGREEMENT -31- 5/2013 `CITY OF Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cttyoffederahsW com C. Personnel Detail Position Title Position Full Time Equivalent Annual Salary and Benefits CDBG Funds Certified Business Advisor .5 FTE $84,455 $22,500 As Needed Group Business Counseling Ongoing / As Needed Resource Referrals Total: .5 FTE $84,455 $22,5500 III. Project Milestones Milestones Projected Completion Date Outreach to community partners and banks Ongoing Intake Screening Ongoing Business Technical Assistance Counseling Ongoing Market Research As Needed Group Business Counseling Ongoing / As Needed Resource Referrals Ongoing IV. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of persons with CDBG funds: B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 15t Quarter 2 °d Quarter 3`d Quarter 4th Quarter Total in Year JAN. MARCH APRIL — JUNE JULY — SEPT. OCT. — DEC. 2013 No. of unduplicated Federal Way MARCH persons assisted 7 7 8 8 30 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: C. Definition of Services 1. One -to -One Technical Assistance: Business Advisors offer one -to -one confidential advising to businesses and individuals looking to start or growth their business. The service is at no cost to the individual. The advising focuses on three primary business categories: Startup (pre- venture or early stage planning), Existing Business Stabilization Services and Growth and Development Services. The advising may cover any area of business need. Some areas of advising include; personnel, exporting, sales and marketing, financial analysis and loan packaging, buying or selling a business or strategic planning. 2013 CDBG CAPITAL AGREEMENT -32- 5/2013 1s' Quarter 2°d Quarter 3`d Quarter 4th Quarter Total in Year JAN. — APRIL — JUNE JULY — SEPT. OCT. — DEC. 2013 MARCH 1. One-to-One Technical Assistance 6 6 6 6 24 2. Group Coaching 0 0 1 1 2 C. Definition of Services 1. One -to -One Technical Assistance: Business Advisors offer one -to -one confidential advising to businesses and individuals looking to start or growth their business. The service is at no cost to the individual. The advising focuses on three primary business categories: Startup (pre- venture or early stage planning), Existing Business Stabilization Services and Growth and Development Services. The advising may cover any area of business need. Some areas of advising include; personnel, exporting, sales and marketing, financial analysis and loan packaging, buying or selling a business or strategic planning. 2013 CDBG CAPITAL AGREEMENT -32- 5/2013 AN CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityotfederalway. com 2. Group Coaching: Instruction or training by one or more advisors focused on a specific topics. The coaching may be for a specific business and their employees or may be offered to a group of business owners. Topics are determined by market need and are designed to educate the business owner on a specific area of focus. V. Reports, Invoicing and Reporting Schedule A. Reports. The Agency shall collect and report client information to the City quarterly and 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 no less frequently than quarterly and are due on the following dates, or within 10 days of notice to proceed, whichever is later. The Agency shall submit forms to the City in accordance with the following schedule: 1 st Quarter: April 15, 2013: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Project Accomplishment forms 2nd Quarter: July 15, 2013: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Project Accomplishment forms 3rd Quarter: October 15, 2013: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Project Accomplishment forms 4th Quarter: January 6, 2014: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly 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. Estimated Quarterly Payments: 1st Quarter $5625 2nd Quarter $5625 3rd Quarter $5625 2013 CDBG CAPITAL AGREEMENT -33- 5/2013 CITY OF CITY HALL 33325 ,�.... 8th Avenue South Fe d e ra I Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaiway com 4th Quarter $5625 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly invoices shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year -end on the Program Accomplishment Report. 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 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. 2013 CDBG CAPITAL AGREEMENT -34- 5/2013 clry of CITY HALL Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay. com EXHIBIT B FAIR LABOR STANDARDS ACT (HUD FORM 4010) Not Applicable - this contract is not for construction. 2013 CDBG CAPITAL AGREEMENT -35- 5/2013 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaAwW, com EXHIBIT C DAVIS — BACON WAGE DETERMINATION FORM Not Applicable - this contract is not for construction. 2013 CDBG CAPITAL AGREEMENT -36- 5/2013 ` Feder CITY OF CITY HALL Federal Way 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 www cityorfederalwaycom EXHIBIT D COMMUNITY FACILITY COVENANT AGREEMENT This contract is not for construction. There is no need for a community facility covenant agreement. 2013 CDBG CAPITAL AGREEMENT -37- 5/2013 CITY OF CITY HALL "�... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway. cam EXHIBIT E CERTIFICATION RE: DEBARMENT AND SUSPENSION SAM Seam Rnaft List of records aaatrlrag your wank for r L., '.. i Ls liL. _ i__ x _V HIGHLINE COMMUNITY COLLEGE Stak Active DUNS: 044605715 +4: CAGE Code: OT387 DoDAAC: Has Active Exclusion?: No Delffiquent Federal Debt?: No Address: 2400 S 240TH ST City DES MOINES StalleRrmince: WASHINGTON ZIP Code: 98198 -2714 Couriby: UNITED STATES _■HIGHLINE COMMUNITY COLLEGE FOUNDATION Status:Aclive DUNS: 189123318 +4: CAGE Code: 5RGCO DoDAAC: Has Active Exclusion?: No Delhmmd Federal Debt?: No Address: 2400 S 240 ST City: DES MOINES StaleWnri m: WASHINGTON ZIP Code: 98198 -2714 Country: UNITED STATES June mk rot3 zm m mptart 2013 CDBG CAPITAL AGREEMENT -38- 5/2013 COMMUNITY COLLEGE DISTRICT 9 RESOLUrlON NO, 16-0 (Pertaining to Appointing Authority) WHEREAS, RCW 28B.50.140 provides In pertinent part: "teach community college board of trustees: . (14) May, by written order filed in its office, delegate to the president or district president any of the powers and duties vested in or imposed upon it by this chapter. Such delegated powers and duties may be exercised in the name of the district board," and, WHEREAS, RCW 268.10.528 provides in pertinent part: 'The governing boards in institutions of higher education shall have power, when exercised by resolution, to delegate to the president or his designee, of their respective university or college, any of the powers and duties vested in or Imposed upon such governing board by law. Delegated powers and duties may be exercised in the name of the respective governing boards.' NOW THEREFORE BE IT RESOLVED that the Board of Trustees of Community College District 9 does hereby delegate to the President of Highline Community College full appointing authority for the College and further delegates to the following individuals, designated by the President, appointing authoft for those aspects of the College operation which fall under their direct supervision and control; Vioe President for Academic Affairs Vice President for Administration Vice President for Student Services Vice President for Institutional Advancement Executive Director of Human Resources BE IT FURTHER RESOLVED that Resolution 63 -00, also pertaining to appointing authority, be rescinded. PASSED BY THE BOARD OF TRUSTEES this 22nd day of January, 2009. Certifica ' 1, Jack r ingham, Secretary to the Board of Truste of Community College District 9 State of ashington, do hereby ceMy that the above is a true and accurate copy of Resolution No. 76-09 for the use and p rpose intended. Secreterfto 4kA ur Board COMMUNITY COLLEGE DISTRICT 9 State of Waehlin V -- 0,1111toL � Member Dan Altmayer Member Barbara Reid COMMUNITY COLLEGE DISTRICT 9 RESOLUTION NO. 71 -09 (Pertaining to Delegation of Auth"ity) (Supersedes Resolution No.84-00) WHEREAS, the Community College Act of 1967, chapter 28B.50 RCW, as amended, created a Board of Trustees for each community and technical college district, and grants certain powers and defines certain duties for the Board to operate the district; and WHEREAS, one of these powers is the authority to delegate any of these powers or duties to a college president and her or his deiegatees pursuant to RCW 288.50.140 and RCW 288.10.528; NOW, THEREFORE, BE IT RESOLVED that the Board of Trustees of College Dlsbid Nine delegates all powers and duties listed In RCW 28B.50.140 and implied by the powers and duties listed therein to the President of College District Nine except (1 ) the authority to him the College or District President or set her or his salary or working conditions as contained In RCW 288.50.140 (3) and (14); and (2) the authority to make final decisions regarding awarding of tenure and the renewal of tenure-track probationary appointments, and these delegated powers and dudes may be exercised by her or him In the name of the College District Nine Board of Trustees; and BE IT FURTHER RESOLVED, that in addition to such other specific authority as has been or may be delegated to the President of College District Nine, the Board of Trustees of College District Nine delegates to the President the authority to further delegate the authority to those College officers he or she deems appropriate; BE IT FURTHER RESOLVED, that this Delegation of Authority supersedes and replaces Resolution 54-00, passed by the Board in 2000. Approved this =day of Jgnue 2009, Certification: 1, Jade Bermingham, Secretary to the Hoard of Trustees of Community College District 9 State of Washington, do hereby'certiiy that the above is'a true and accurate copy of Resolution No. 77-09 for use and jrposfntended. tiighline COMMUNITY COLLEGE Office of the President Ms 3.1 P.U. Box 98000 Des 1Moi nes, WA 98198.9800 July 25, 2013 1, Jack Bermingham, President of Highline Community College District 9, authorize the following individuals to negotiate for and contractually bind the organization: Lary Yok Vice - President for Administrative Services Highline Community College 2400 S 240t' Street PO Box 98000 Des Moines, WA 98198 -9800 206.592.3545 Shirley Bean Director of Finance and Auxiliary Services Highline Community College 2400 S 240x' Street PO Box 98000 Des Moines, WA 98198 -9800 206.592.4341 Sincerely, Jack Bermingham, Ph.D. President Highline Community College www.hightine.edu phone fox (206) 878 -371o, ext. 32o0 (306) 870.3754 /, skin to main content -Hiighline Office of the President COMMUNITY COLLEGE Search Highline Campus Llnka ... Home Organization Chart Contact Us • Contact Information • E -mail Us About the College • Accreditation • District Mao (PDF) • Mission Statement • Aroani-iatinn Chart M ti * M. rag •. r Board of Trustees Board of Trustees President Jack Bermingham Vice President for Vice President for Vice President for Vice President for Administration Academic Affairs Student Services Institutional Advancement Larry Yok Jeff Wagnitz Toni Castro Lisa Skarl If you have questions or comments about this website, please e-mail us. Updated on October 28, 2011 HCC Public Disclosure I Contact Hi2hUne Back to Too I HCC Home CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www utyoffederahW com City of Federal Way 2013 CDBG Public Services Contract Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) Additional Authorized Signature: Additional Authorized Signature: (Contracting Agency), Im Title). '. - 0 CCA C�A w (Printed Name) ( Signatke) (Date) VI-A 'Bvdge4 -Dt r",r (Title) 414(13 (Date) 9- 14�10'dv 6"Wl--s (Printed Na e) (Title) w ' , A If // ' A f / / (Signature) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. CERTIFICATE OF LIABILITY INSURANCE issue Date 4/1112010 ISSUED BY: THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY State of Washington AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Office of Financial Management CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE Risk Management Division AFFORDED BY THE STATE OF WASHINGTON SELF INSURANCE PO Box 41027 LIABILITY PROGRAM. Olympia WA 98504 -1027 COVERAGE AFFORDED BY State of Washington $elf Insurance LiablIq Program INSURED, THE STATE OF WASHINGTON, INCLUDING ALL ITS AO NC1ES Ali DEPARTMENTS, Is .sELF4ksuAED FOR TORT LIABILITY CLAIMS. ALL State Of Washington CLAIMS MUST BE FILED WITH THE STATE OFFICE OF RISK Highline Community College MANAGEMENT FOR PROCESSING IN ACCORD WITH STATUTORY ATTN: Cesar POrtillo REQUIREMENTS. P O Brix 98000 Des Moines, WA 9$196 -9800 4"M'10 ,v NLnlu'l HwV=KPA0C YCD4NIRCU CCLVW 15 PICLOVIUtU IU IMM :nYDUNW ,1118111GU ApVVC IFUK //IC rGIIC M I"U"!zU. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT Olt OTt1ER DOCUMENT wrr" RESPECT TO WHICH THI$ CERTIFICATE MA 'Y BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE SELFaNSURANCE LIABILITY PROGRAM IS S 6MOT TO ALL THE TERMS. EXCLUSIONS. AND cnNnmams nF surm PanrgAw GENERAL LIABILITY Self - insured Continuous Continuous BODILY INJURY, PROPERTY 'S GENERAL: LIABILITY DAMAGE & PERSONAL INJURY OCCURRENCE COVERAGE COMBINED EACH OCCURRENCE ss=ow ANY AUTO DAMAGE C ACGIC9t =1YT ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS DESGRIPTIOH OF OPE. RATIONS /LOCATiONSNEHICi.ESIEPECIAL frE4IS: Coverage applies as respects tort liability claims against the State of Washington as covered by the Tort Claims Act (RCW 4.92 et seq.) The Certificate Hoidelr Is riamed as additional insu. red, but only as respects the negligence of the State of Washington. SHOULD THE'SEI.F INSURANCE PABILITY PROGRAM BE CA NCE' A"""�.��TtIE STATE OF LYA$HIN±tiiUN 'tIY11.L ENDEAVOR TO MAIL � ffAYA +Rw7�EN NOTICE TO Tlit CE*AWAi£ HOLDER NAMED TO TIM .LEFT; Stji FACE EVIDENCE OF INSURANCE TO MAIL SUCH NOTICE sHAl4_ NOT IMMSE ANY OBL.IM"ON OR LIABILITY UPON THE STATE O;WASHINaTON, ITS OFFICIAIA, EMPLQYEES, AOENT$ CERTIFICATE NUMBER CRT 10-398