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AG 17-0721 1 RETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: CD /CS ORIGINATING STAFF PERSON: _SARAH BRIDGEFORD EXT: 2651 3. DATE REQ. BY:_06/23/2017 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE x CONTRACTAMENDMENT(AG #):_17 -072 ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL . PROJECT NAME: DAWN SHELTER RENOVATION NAME OF CONTRACTOR: _DAWN — DOMESTIC ABUSE WOMEN'S NETWORK ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: MARGARET COLEMAN TITLE EXECUTIVE DIRECTOR . EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES X PRIOR CONTRACT /AMENDMENTS . TERM: COMMENCEMENT DATE: _01/01/2017 COMPLETION DATE: 12/31/2017 TOTAL COMPENSATION $$ to (o Otto fop AAA � Oc)o) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITL S AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 119 - 7300 - 802 - 594 -41 -410 0. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW Z3 J./..e. 2 ell • / ! T REVI E► AII1 nww, 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING X SENT TO VENDOR/CONTRACTOR DATE SENT: 6/a62/a01 - DATE REC'D: tt /oZ.9 /7cXa- ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED S Z01 AW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ;OMMENTS: AG# n-'0 , DATE SENT: ��fY`�3- 4A.k, Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com AMENDMENT NO. 1 TO CDBG CAPITAL PROJECT CONTRACT FOR DAWN SHELTER RENOVATION This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Domestic Abuse Women's Network (DAWN), a Washington non - profit corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for DAWN Shelter Renovation ( "Agreement ") dated effective 04/20/2017, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section IV of Exhibit A of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and /or the rate or method of payment, as delineated in Exhibit A -1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section XLI of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. AMENDMENT [Signature page follows] - 1 - 3/2017 QTY OF A/A Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DOMESTIC ABUSE WOMEN'S NETWORK: By: Printed Name: aret Coleman Title: Executive Director Date: 4, -J — STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: Niniumil St p anie Courtney, CM i ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney D'4 . coic, 0074 i 1 ?0 G '� 0r , N i A 6lC pe a 'SHINGC3 111 On this day personally appeared before me Margaret Coleman, to me known to be the Executive Director of Domestic Abuse Women's Network (DAWN) 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 2 day of /�ti� , 20(7 AMENDMENT Notary's signature Notary's printed name . (A ( t1 str- Notary Public in and for the State of Washington. My commission expires //) -/v--(-772 - 2 3/2017 Ak., Federal Way EXHIBIT A -1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Twenty -One Thousand and 00 /100 Dollars ($21,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Sixty -Six Thousand and 00 /100 Dollars ($66,000.00). 2. Method of Compensation: Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including materials, labor, and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Sixty -Six Thousand and 00/100 Dollars ($66,000.00). AMENDMENT 3 3/2017 11 RETURN TO: Sarah Bridgeford EXT: 2651 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD /CS 2. ORIGINATING STAFF PERSON: _SARAH BRIDGEFORD 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT x REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: _2651 3. DATE REQ. BY: 12/2/2016 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT x HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: DAWN SHELTER RENOVATION 6. NAME OF CONTRACTOR: DAWN - DOMESTIC ABUSE WOMEN'S NETWORK ADDRESS: E -MAIL: SIGNATURE NAME: MARGARET COLEMAN TELEPHONE FAX: TITLE EXECUTIVE DIRECTOR 7. EXHIBITS AND ATTACHMENTS: B7 SCOPE, WORK OR SERVICES ® COMPENSATION 01 INSURANCE REQUIREMENTS /CERTIFICATE ] ALL OTHER REFERENCED EXHIBITS NI PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: III/a0t3 COMPLETION DATE: r7/31/2a� 9. TOTAL COMPENSATION $_44,599.4 S', 000 , pp (INCLUDE (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 RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED Asti m1 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 1i SENT TO VENDOR/CONTRACTOR DATE SENT: III -3- 0'101 "9' DATE REC'D: 1]/]-3-- 3 I-9-- y ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIF'ICATE, LICENSES, EXHIBITS INITIAL / DATE IG D ❑ LA EPARTMENT GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: Ci AG# ` 17 -03-2 DATE SENT: 61-2( - t'}� CITY OF 4****4 ;, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com CDBG CAPITAL PROJECT CONTRACT FOR DAWN SHELTER RENOVATION This Community Development Block Grant ( "CDBG ") Capital Projects Contract ( "Contract ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Domestic Abuse Women's Network (DAWN), a Washington non -profit corporation ( "Agency "). The City and Agency (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Contract: DAWN - DOMESTIC ABUSE WOMEN'S NETWORK Margaret Coleman PO Box 88007 Tukwila, WA 98138 (253) 266 -4823 (telephone) (425) 656 -4309 (facsimile) peg @dawnonline.org CITY OF FEDERAL WAY: Sarah Bridgeford 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2609 (facsimile) sarah.bridgeford@cityoffederalway.com WHEREAS, the City is an entitlement City applicant for CDBG funds (Catalogue of Federal Domestic Assistance -CFDA 14.218) under the Housing and Community Development Act of 1974 (the "Act "), as amended, Pub. L. No. 93 -383, 88 Stat. 633 (1974), and anticipates receiving CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act and under regulations promulgated by the Department of Housing and Urban Development ( "HUD "), at 24 C.F.R. §§ 570, et seq.; and WHEREAS, the City desires to contract with the Agency for the performance of certain eligible activities described within this Contract; and WHEREAS, it is appropriate and mutually desirable that the Agency be designated by the City to undertake the aforementioned eligible activities, so long as the requirements of the Act, HUD regulations, and state and local laws are adhered to, as provided for herein; and WHEREAS, the purpose of this Contract is to provide for cooperation between the City and the Agency, as the parties to this Contract, in the provision of such eligible activities; and WHEREAS, the parties are authorized and empowered to enter into this Contract pursuant to the Act, RCW 35.21.730 to .735, and /or by the Constitution and the enabling laws of the State of Washington; NOW THEREFORE, for and in consideration of the terms and conditions provided in this Contract, the parties mutually covenant and agree as follows: 2016 CDBG CAPITAL CONTRACT -1- 1/2016 CITY OF � Federal Way 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 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalwaycorn XXII. Public Ownership XXIII. Use of Real Property and 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. Confidentiality XL. Debarment and Suspension XLI. General Provisions I. SCOPE OF CONTRACT A. Scope. The Agency shall use the funds provided herein only to perform the activities authorized by this Contract and as set forth in the CDBG Project Scope of Services, which is attached as "Exhibit A" and hereby incorporated by this reference ( "Services "). The Contract between the Parties shall consist of the Capital Contract for 2013 -2015 CDBG Funds including the CDBG Project Scope of Services "Exhibit A "; the federal, state, and local program requirements; and each and every project exhibit, appendix, and attachment. CDBG funds are federal funds that come with requirements to comply with federal regulations. The Agency agrees to comply with those requirements as described in the Supplementary CDBG General Conditions (03/2017) "Exhibit B ", Supplementary City of Federal Way Contract Conditions (03/2017) "Exhibit C ", and General Wage Determination "Exhibit D" attached herein. The Agency further agrees that it will ensure that any contractors or subcontractors comply with the federal requirements as described. 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 XXVI, "Conflict of Interest," and Section XXVII, "Political Activity Prohibited," of this Contract. 2016 CDBG CAPITAL CONTRACT - 2 - 1/2016 CITY OF CITY HALL 33325 8th Avenue South Federal Way W Federal Way, WA 98003 03 -6325 (253) 835 -7000 www cityoffederaiway. 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 fifty -one percent (51 %) 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 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 XXIX "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 C.F.R. $ 570. Agency agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Agency does not assume the City's environmental responsibilities described in 24 C.F.R. § 570.604 and (2) Agency does not assume the City's responsibility for initiating the review process under the provisions of 24 C.F.R. 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, Federal Insurance Contribution Act, retirement, life and /or medical insurance and Workers' Compensation Insurance, as the Agency is an independent contractor. I. Uniform Administration Requirements. Agency shall comply with the policies, guidelines and requirements of 2 C.F.R. Part 200, "Uniform Administrative Requirements, Cost Principles, and Audit 2016 CDBG CAPITAL CONTRACT - 3 - 1/2016 GITY OF k, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederatway. com Requirements for Federal Awards," and 24 C.F.R. Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations identified at 24 C.F.R. § 570.502(b), Applicability of Uniform Administrative Requirements. J. Warranty. The Agency warrants that it has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration. 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 "Exhibit A," or the date of execution of this Contract, whichever is earlier), until the Termination Date specified in "Exhibit A," 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 2013 -2015 program for CDBG funds, CFDA 14.218, under the Housing and Community Development Act of 1974 ( "HCD Act "), Public Law 93 -383, as amended and under regulations promulgated by the U.S. Department of Housing and Urban Development (HUD) at 24 C.F.R. 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 as outlined in "Exhibit A." 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 Date and End Date for the project shall be as specified in "Exhibit A." 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, the City reserves the right to adjust payments on a pro rata basis at any time during the term of the Contract. C. Eligible Costs. Eligible costs shall be based upon the Project Budget and Acquisition Requirements specified in "Exhibit A," as a measure of satisfactory Contract performance. All requests for reimbursement shall be fully documented. D. Submission of Invoices and Supporting Documentation. The Agency shall submit an invoice and supporting documentation for eligible costs (as defined in subsection C above) claimed in the invoice, 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 2016 CDBG CAPITAL CONTRACT - 4 - 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. crtyoffederatway com approval of a complete and correct invoice and supporting documentation. 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. Program Income. If the project generates CDBG Program Income, as defined in 24 C.F.R. § 570.504(c), under this Contract, the Agency shall report all Program Income to the City on an annual basis not later than January 31st of the calendar year following the year in which Program Income is collected by the Agency. All Program Income shall be returned to the City unless the City specifies that it may be retained by the Agency. 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 "Exhibit A." 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 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 of this section, shall be maintained for a period of six (6) years after the Termination Date, unless a different period of time for records retention is specified in any 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. 2016 CDBG CAPITAL CONTRACT -5- 1/2016 CITY OF 44k, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cityoffederahvay com E. Financial Management Records. Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 24 C.F.R. Part 85.20 and the U. S. Office of Management and Budget ( "OMB ") Super Circular 2 C.F.R Part 200. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays, and income. F. Beneficiary Records. The Agency agrees to maintain racial, ethnic, disability status, single head of household, household income, and gender data showing the extent to which these categories of persons have participated in, or benefited from, the activities carried out under this Contract. G. Program Benefit Records — 24 C.F.R. 570.506(b). As applicable, the following categories of records shall be maintained for the discrete activities that are assisted in whole or in 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 (51) percent, data showing that the area qualifies under the exception criteria set forth at 24 C.F.R. § 570.208(a)(1)(ii). H. Records of Program 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 including, but not limited to, 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 Super Circular 2 C.F.R Part 200) as follows: 1. Itemized inventory of real property recording legal and common descriptions and address, date of acquisition and /or improvements, cost of acquisition and /or improvements, and CDBG- funded share of cost; 2016 CDBG CAPITAL CONTRACT -6- 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyo federatway cam 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; 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 Property Projects. 1. For construction contracts over $100,000, records documenting compliance with the bonding requirements of 24 C.F.R. § 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 C.F.R. § 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 C.F.R. §§ 3, 5, 6, and 7). 5. Real Property Acquisition and Relocation — Records required to document compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. §§ 4601, et seq., as amended; and the implementing regulations 49 C.F.R. § 24. The agency shall consult the City for complete instruction prior to undertaking any action that may result in displacement of persons as defined at 49 C.F.R. § 24.2(g). K. Procurement Records. Agency shall maintain records of: 1. 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 Super Circular 2 C.F.R § 200. 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 C.F.R. Part 121. 2016 CDBG CAPITAL CONTRACT -7- 1/2016 ► Fe+deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www. cityoffedera!way. com M. Personal Information — Notice of Security Breach 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590(2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state, and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Agency shall also be responsible for any cost associated with notifying the affected individuals. This notification may be by written notice or electronic notice in accordance with RCW 42.56.590(7). 5. If the Agency demonstrates that the cost of providing notice would exceed $250,000, or that the potentially affected persons exceeds 500,000, or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590(7)(c). a. E -mail notice when the Agency has an e-mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page, if the Agency maintains one; and c. Notification to major County -wide media. 6. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: 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; and (2) 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 2016 CDBG CAPITAL CONTRACT -8- 1/2016 CITY 4F Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 awvw. cityoffederaiway com 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 and funds being used to perform under this Contract. The Agency shall maintain proper documentation and records of all expenditures incurred pursuant to the terms of this Contract in a manner as will facilitate auditing by either HUD or the City. D. Nonprofit Corporations. The Agency shall provide the City with a copy of its IRS Form 990 (Return of Organization Exempt from Tax) when requested if the Agency is a nonprofit corporation. 1. Audit. The Agency shall have an independent audit conducted of its financial statement and conditions, which shall comply with the requirements of generally accepted auditing standards "GAAS "; Government Accountability Office ( "GAO ") Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and 2 C.F.R. Part 200, as applicable. 2. Copy of Audit Report. The Agency shall provide the City a copy of the audit report including any management letter or official correspondence submitted by the auditor, its response and corrective action plan for all findings and reportable conditions contained in its audit. These documents shall be submitted not later than six months subsequent to the end of the Agency's fiscal year. 3. Catalog of 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 Chapter 42.56 RCW now and 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: 2016 CDBG CAPITAL CONTRACT -9- 1/2016 CITY dF "kik Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 1. The City shall notify the Agency in writing of the nature of the breach. 2. The Agency shall submit a plan describing the specific steps being taken to correct the specified deficiencies (the "Corrective Action Plan "). The Corrective Action Plan shall be submitted to the City within ten (10) business days from the Agency's receipt of the City's notice under this Section. The Corrective Action Plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than thirty (30) days from the date the City receives the Agency's Corrective Action Plan, unless the City, in its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions. 3. The City shall notify the Agency, in writing, within ten (10) business days of receipt of the Plan, of the City's determination as to the sufficiency of the Plan. The determination of sufficiency of the Plan will be at the sole discretion of the City. 4. Liquidated Damages. The parties agree that the funds provided to the Agency by the City pursuant to this contract are required to be used to provide affordable housing for low- and moderate - income families for a period of twenty (20) years. Should the housing purchased with the funds provided pursuant to this contract cease to qualify as affordable housing as defined in "Exhibit A" within 20 years of dispersal of the funds, the Agency agrees to reimburse the City in accordance with 24 C.F.R. § 570.505. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. B. Termination of Contract. In the event that the Agency does not respond within the appropriate time with a Corrective Action Plan, or the Agency's Corrective Action Plan is determined by the City to be insufficient, the City may commence termination of this Contract in whole or in part pursuant to Section XI.B; C. City Withholding of Payment. The City may withhold any payment owed the Agency or prohibit the Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken or completed; and 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. 2016 CDBG CAPITAL CONTRACT - 10 - 1/2016 CITY A;,. Fe OF deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyoffederalway com 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. 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 Contractor. In providing Services under this Contract, the Agency is an Independent Contractor, and the Agency, its officers, agents, or employees are not and shall not be considered the employees of the City for any purpose. The Agency shall be responsible for all federal and /or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these Services and shall make no claim of career service or civil service rights that may accrue to a City employee under state or local law. The City assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by or on behalf of the Agency, its employees, and /or others by reason of this Contract. The Agency shall protect, indemnify, and save harmless the City, its officers, agents, and employees from and against any and all claims, costs, and /or 2016 CDBG CAPITAL CONTRACT -11- 1/2016 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederalway com 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 that occurs due to the negligence, intentional act, and /or failure, for any reason, to comply with the terms of this Contract by the Agency, its officers, employees, agents, and /or representatives. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Sections. C. Agency Indemnification of City. 1. Agency Indemnification of City. The Agency shall protect, defend, indemnify, and save harmless the City, its officers, employees, and agents from any and all costs, claims, judgments, and /or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Agency, its officers, employees, and /or agents, in its performance and /or non - performance of its obligations under this Contract. The Agency agrees that its obligations under this subparagraph extend to any claim, demand, and /or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Agency, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the City incurs any judgment, award, and /or cost arising there from including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Agency. Claims shall include, but not be limited to, assertions that involve the use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and /or otherwise results in unfair trade practice. 2. The 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 of the contract term. 4. Nothing contained within this provision shall affect or alter the application of any other provision contained within this Contract. XIV. INSURANCE REQUIREMENTS — GENERAL A. Insurance Required. By the date of execution of this Contract, the Agency shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of work hereunder by the Agency, its agents, representatives, and /or employees. The Agency shall pay the costs of such insurance. The Agency shall furnish separate certificates of insurance and policy endorsements as evidence of compliance with the insurance requirements of this Contract. The Agency is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Agency, its agents, employees, officers, Agency, providers, and /or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an "occurrence" form. 2016 CDBG CAPITAL CONTRACT - 12- 1/2016 CITY OF �...., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyoffederahvay cam Nothing contained within these insurance requirements shall be deemed to limit the scope, application or limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy or policies. Nothing contained in this provision shall affect and /or alter the application of any other provision contained within this Contract. 13. 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 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 tis Contract either directly or indirectly involve or require professional services, Professional Liability, Errors, and Omissions coverage shall be provided. "Professional Services," for the purpose of this Contract section, shall mean any Services provided by a licensed professional or those Services that require a professional standard of care. 3. Automobile 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 00 10) covering BUILDING AND PERSONAL PROPERTY COVERAGE FORM and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or project appropriate equivalent. D. Minimum Limits of Insurance — Services 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. 2. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 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. 2016 CDBG CAPITAL CONTRACT - 13 - 1/2016 CITY dF �, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 www cityoffederaiway com 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 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, Chapter 49.60 RCW; Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000(a) et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; and the Restoration Act of 1987. The Agency shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. C. Fair Housing Protections. The Agency shall comply with the federal Fair Housing Act, Public Law 90- 284 (42 U.S.C. §§ 3601 et seq.) The Agency shall take necessary and appropriate actions to prevent discrimination in any housing - related project under this contract, which includes rental housing projects and /or projects that include residential real estate - related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. § 3601) and the Washington State Law Against Discrimination (Chapter 49.60 RCW). Residential real estate - related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or 2016 CDBG CAPITAL CONTRACT - 14 - 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway tom 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 C.F.R. Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 U.S.C. 5301); 3. The Americans with Disabilities Act (42 U.S.C. § 1213; 47 U.S.C. §§ 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 C.F.R. Part 8. E. Prohibited Discriminatory Actions. 1. Except where expressly authorized by federal law, the Agency may not, under any program or activity to which this Contract may apply, directly or through contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services, financial aid or other benefits provided under the program or activity. b. Denying any person Services due to limited English proficiency. c. Providing any person with facilities, Services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity. d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity. e. Restricting in 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. 2016 CDBG CAPITAL CONTRACT -15- 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederafway corn 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 (6) years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Agency by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments 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, subgrantees, or contractors. Religious organizations that believe that certain non - discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act, 42 U.S.C. §§ 4000bb- 3, 4000bb -2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti - discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith -based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XVI. SECTION 504 AND AMERICANS WITH DISABILITIES ACT 2016 CDBG CAPITAL CONTRACT -16- 1/2016 CITY F O Ak Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.. atyolfederalway. cam If the Agency is a nonprofit corporation, the Agency warrants and represents that it has completed a 504 /ADA Self- Evaluation Questionnaire for all programs and Services offered by the Agency (including any Services not subject to this Contract) and has evaluated its Services, programs and employment practices for compliance with Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et seq. and the Americans with Disabilities Act of 1990 (ADA) 42 U.S.C. §§ 12101 et seq. The Agency warrants and represents that it has completed a 504 /ADA Assurance of Compliance and shall submit it to the City. Such Assurance of Compliance is attached to this Contract and is incorporated herein by this reference. XVII. ACCESSIBILITY Any buildings or other facilities designed, constructed, or altered with federal funds pursuant to this Contract are subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. §§ 4151, et seq.) and shall comply with the Uniform Federal Accessibility Standards (Appendix A to 24 C.F.R. §§ 40.1, et seq. for residential structures, and Appendix A to 41 C.F.R. §§ 101 -19, et seq. for general type buildings). When applicable, certain multifamily housing units designed and constructed for first occupancy after March 13, 1991, with assistance provided under this Contract, must comply with the Fair Housing Accessibility Guidelines, 24 C.F.R. §§ 100.1, et seq., now and as amended. XVIII. ENVIRONMENTAL REVIEW A. National Environmental Policy Act — The City retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act as implemented by HUD Environmental Review Procedures (24 C.F.R. §§ 58.1, et seq.). The City may require the Agency to furnish data, information, and assistance for the City's review and assessment in determining whether an Environmental Impact Statement must be prepared. The Agency shall be solely responsible for the cost of compliance with all such federal laws and authorities including the cost of preparing plans, studies, reports, and the publication of notices that may be required. B. 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 C.F.R. §§ 58.1, et seq. The Agency shall meet the historic preservation requirements of Pub. L. No. 89 -665 (16 U.S.C. § 470(i)), and the Archaeological and Historic Preservation Act of 1974, Pub. L. No. 93 -291 (16 U.S.C. § 469a -1), and Executive Order 11593, including the procedures prescribed by the Advisory Council on Historic Preservation in the regulations at 36 C.F.R. §§ 801, et seq. 2. Architectural Barriers. Any facility constructed pursuant to this Contract shall comply with design requirements of the Architectural Barriers Act of 1968 (42 U.S.C. §§ 4151, et seq.), and the Uniform Federal Accessibility Standards (US Government Printing Office, 1985- 494 -187). 3. National Flood Insurance. When applicable, the use of CDBG funds for acquisition or construction purposes in identified special flood hazard areas shall be subject to Agency mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. No. 93 -237, 42 U.S.C. § 2414 and 42 U.S.C. §§ 4001 -128). 4. Lead -Based Paint. Whenever funds under this Contract are used directly or indirectly for construction, rehabilitation, or modernization of residential structures, the Agency shall comply, at its sole expense, with the HUD Lead -Based Paint regulations (24 C.F.R. § 35) issued pursuant to the Lead -Based Paint Poisoning 2016 CDBG CAPITAL CONTRACT - 17- 1/2016 CITY OF �,�.....,.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www otyoffederalwaycom Prevention Act, as amended (42 U.S.C. §§ 4801, et seq.) and the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§ 4851, et seq.), with regard to lead -based paint, and with any and all applicable federal, state, and local laws, regulations, or standards hereafter enacted or issued with regard to lead -based paint. Without limiting the foregoing, the Agency shall remove or cover, prior to the date for completion of the work funded hereunder and in compliance with all applicable, laws, regulations, and in conformity with guidelines issued by HUD, all lead -based paint with lead content above the threshold established by HUD on surfaces affected by the work funded under this Contract. The Agency shall defend, indemnify, and hold harmless the City from any liability, loss, damage, or expense, including costs and attorneys' fees, relating in any way to lead -based paint at the property or the abatement or disposal thereof. This provision shall survive expiration and satisfaction of this Contract, whether by payment, forgiveness, foreclosure, or otherwise. 5. Other. Clean Air Act as amended, 42 U.S.C. §§ 7401, et seq.; Water Pollution Control Act, 33 U.S.C. §§ 1367, et seq., as amended; Environmental Protection Agency regulations, 40 C.F.R. §§ 1.1, et seq. C. State Environmental Policy Act. Agencies which are branches of government under RCW 43.21 C.030 retain responsibility for fulfilling the requirements of the State Environmental Policy Act, Chapter 43.21 C RCW and the regulations and ordinances adopted thereunder. If the Agency is not a branch of government under RCW 43.21 C.030, the City may require the Agency to furnish data, information, and assistance, as necessary, to enable the City to comply with the State Environmental Policy Act. D. Satisfaction of Environmental Requirements. 1. Limitations on Activities Pending Clearance. Pursuant to 24 C.F.R. § 58.22, the Agency shall not commit assistance under this Contract until: 1) the activity is determined to be exempt under §58.34, or is categorically excluded under §58.35(b), and the City has documented its determination; or 2) the City has completed an Environmental Assessment and HUD has approved the City's Request for Release of Funds ( "RROF ") and the related certification from the City. In addition, until the activity is determined to be exempt under §58.34, or is categorically excluded under §58.34, or 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 24 C.F.R. § 58.1(b) if the activity or project would have an adverse environmental impact or limit the choice of reasonable alternatives; however, an option agreement, self -Help Homeownership Opportunity Program funds, and relocation assistance may be excluded from the limitation above per 24 C.F.R. § 58.22(d), (e), and (f) respectively. 2. Notice to Proceed. Project execution under this Contract, by either the City or the Agency, shall not proceed until satisfaction of all applicable requirements of the national and state environmental policy acts. A written notice to proceed will not be issued by the City until all such requirements are complied with. XIX. LABOR STANDARDS — 24 C.F.R. § 570.603 A. The Agency shall require that project construction contractors and subcontractors pay their laborers and mechanics at wage rates in accordance with the Davis -Bacon Act, as amended (40 U.S.C. §§ 3141 and 3142), and that they comply with the Copeland Act (18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701, et seq.); provided that this section shall not apply to rehabilitation of residential property only if such property contains less than eight (8) units. In addition to complying with these federal labor standards, the Agency shall further require that all project construction contractors comply with all applicable state and local public works bidding and contracting regulations, specifically including, without limitation, the prevailing wage provisions set forth in Chapter 39.12 RCW and all regulations adopted by the State of Washington Department of Labor and Industries. B. The Agency shall require that project construction contractors and aubcontractors comply with 2016 CDBG CAPITAL CONTRACT -18- 1/2016 CIT OF FeY deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederatway com Federal Labor Standards Provisions and Davis -Bacon wage determination(attached as "Exhibit B" and "Exhibit D," respectively, if applicable). For construction contracts, a copy of the Supplementary CDBG General Conditions and General Wage Determination must be included in all construction bid specifications and /or contracts over $2,000. XX. VOLUNTEERS — 24 C.F.R. § 70 If the Agency or the Contractor /Subcontractor uses volunteers to perform services on a federally- assisted construction project, it shall ensure that work is performed without promise, expectation, or receipt of compensation for services rendered. Volunteer files shall include: (1) the name and address of the agency sponsoring the project; (2) a description of the project; and (3) the number of volunteers and the hours donated to the project. XXI. ACQUISITION AND RELOCATION A. Any acquisition of real property for any activity assisted under this Contract shall comply with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. §§ 4601, et seq. (hereinafter the "Uniform Act" and the government -wide regulations applicable to all federally- assisted projects, effective April 2, 1989, at 49 C.F.R. §§ 34.1, et seq. B. Implementation of any project provided for in this Contract will be undertaken so as to minimize involuntary displacement of persons, businesses, nonprofit organizations, or farms to the greatest extent feasible. C. Any displacement of persons, businesses, nonprofit organizations, or farms occurring as the result of acquisition of real property assisted under this Contract shall comply with the Uniform Act, and the regulations at 49 C.F.R. §§ 24.1, et seq., required by federal CDBG regulations at 24 C.F.R. § 570.606. The Agency shall comply with the regulations pertaining to costs of relocation and written policies, as specified by the City of Kent's Displacement Policy. D. Consultation with the City staff shall be required for any project that involves demolition and /or conversion of any housing units, including unoccupied units, to determine whether additional requirements will apply under Section 104(d) of the Housing and Community Development Act of 1974, as amended ( "Barney Frank Amendment "). 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. USE OF REAL PROPERTY AND REVERSION OF ASSETS — 24 C.F.R. § 570.505. A. Use of the Property. In accordance with 24 C.F.R. § 570.505, the Agency agrees that the real property that is the subject of this agreement and was acquired or improved in whole or in part with CDBG funds in excess of $25,000 must be either: 1. Used as specified in "Exhibit A" to meet one of the national objectives set forth in 24 C.F.R. § 570.208 of the CDBG regulations until five (5) years after expiration of the Contract, or such longer period of time as may be specified in "Exhibit A," such use to be determined in consultation with and approved by the City. For Acquisition of improvement of real property projects, the Agency and the City shall execute a Community Facility Covenant Agreement or Affordable Housing Covenant Agreement as applicable; or 2. Disposed of in a manner consistent with the requirements of 24 C.F.R. § 570.505, resulting in the City being reimbursed in the amount of the current fair market value of the property, less any portion of the value 2016 CDBG CAPITAL CONTRACT - 19 - 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crlyoffederalway. com (on a percentage basis) 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 above. B. Sale or Disposition. The sale or disposition of real property acquired in whole or in part with CDBG funds shall be at no less than its current appraised fair market value (or for a lease, at the current market value), except that such property may be disposed of for a lesser value, including by donation, if the disposition at the lesser value is for a use which qualifies under one of the criteria set forth in 24 C.F.R. § 570.208 for meeting the national objectives and is permissible under state and local law. Where the disposition is for a lesser value, the recipient shall maintain documentation that the use meets one of the national objectives pursuant to 24 C.F.R. § 570.208. XXIV. PROPERTY MANAGEMENT STANDARDS A. The Agency shall meet the following requirements for all property acquired in whole or in part with CDBG funds: 1. Property records shall be maintained accurately and provide for a description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of CDBG funds used in the purchase of property; and location, use, and condition of the property. 2. A physical inventory of property taken and the results of that inventory are reconciled with the property records at least once every two (2) years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to ensure adequate safeguards to prevent loss, damage, or theft of the property which shall be investigated and fully documented. B. The disposition of real property acquired in whole or in part with CDBG funds shall be at no less than its current appraised fair market value (or for a lease, at the current market value), except that such property may be disposed of for a lesser value, including by donation, if the disposition at the lesser value is for a use which qualifies under one of the criteria set forth in 24 C.F.R. § 570.208 for meeting the national objectives and is permissible under state and local law. Where the disposition is for a lesser value, the recipient shall maintain documentation that the use meets one of the national objectives pursuant to 24 C.F.R. § 570.208. XXV. ADDITIONAL LOCAL REQUIREMENTS A. Mortgage or 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. 2016 CDBG CAPITAL CONTRACT - 20 - 1/2016 CITY d F ; Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cifyoffederafway cam 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 C.F.R. $ 5. The Agency shall maintain records documenting that the Agency, all subcontractors, and consultants have been determined not to be currently debarred, suspended, denied participation or declared ineligible to participate in federal government funded programs. Verification of eligibility shall be accomplished by signing the Certification Regarding Debarment and Suspension. 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 (Chapter 60.28 RCW, Chapter 39.12 RCW, and Chapter 39.04 RCW). In addition, the Agency shall comply with the requirements of the U.S. OMB Super Circular 2 C.F.R Part 200, relating to "Procurement Standards," and with Executive Order 11246 regarding nondiscrimination in bid conditions for projects over $10,000. Where federal standards differ from local or state standards, the stricter standards shall apply. If the Agency is a nonprofit corporation, it agrees to comply with procurement requirements specified in 24 C.F.R. Part 84.40 through .48. The regulations at 24 C.F.R. Part 85.36 (b) through (g) and 24 C.F.R. Part 84.40 through .48, require that all goods and Services, irrespective of cost, be procured using a competitive process. E. Failure to Comply is Default. Failure by the Agency to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. XXVII. CONFLICT OF INTEREST A. The Agency agrees to abide by the provision of 24 C.F.R. §§ 84.42 and 570.611, which include (but are not limited to) the following: 1. The Agency shall maintain a written code or standards of conduct that shall govern the performance of its officer, employees or agents engaged in the award and administration of contracts supported by Federal funds; and 2. No employee, officer or agent of the Agency shall participate in the selection or in the award, or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. 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. 2016 CDBG CAPITAL CONTRACT -21 - 1/2016 CIT OF ,�...., FeY deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederatway.con 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 employees. The Agency acknowledges that, for one year after leaving City employment, a former City employee may not have a financial or beneficial interest in a contract or a grant that was planned, authorized or funded by a City action in which the former City employee participated during City employment. The Agency shall identify, at the time of offer, current or former City employees involved in the preparation of proposals or the anticipated performance of work if awarded the Contract. Failure to identify current or former City employees involved in the transaction may result in the City's denying or terminating the Contract. After Contract award, the Agency is responsible for notifying the City's Project Manager of current or former City employees who may become involved in the Contract any time during the term of the Contract. D. Non - Disclosure is Grounds for Termination. Violation of this Section shall constitute 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 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 2016 CDBG CAPITAL CONTRACT - 22 - 1/2016 CITY OF a■S.L, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cifyoffederalway. corn 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 C.F.R. Part 570.502(b)(3)(vi), if the Agency is a nonprofit corporation and 24 C.F.R. Part 570.502(a) and 24 C.F.R. Part 85.32(e) if the Agency is a municipal corporation or an agency of the State of Washington. The Agency agrees that it will contact the City for instructions prior to disposing of, surplusing, encumbering, or transferring ownership of any equipment purchased in whole or in part with federal funds. XXX. NOTICES Whenever this Contract provides for notice to be provided by one Party to another, such notice shall be in writing and directed to the 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. 2016 CDBG CAPITAL CONTRACT - 23 - 1/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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. 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. ATTORNEYS' 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 C.F.R. 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 U.S.C. Chapter 15) regarding political activities. 2016 CDBG CAPITAL CONTRACT - 24 - 1/2016 CITY Of 41166 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederahvay com XXXVIII. CONSTITUTIONAL PROHIBITION A. 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: 1. 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. 2. In performing under this Contract, the Agency shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. XXXIX. 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. XL. DEBARMENT AND SUSPENSION Agency certifies that, except as noted below, the firm, association or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm, association or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension "). XLI. 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. Authority. Each individual executing this Contract on behalf of the City and Agency represents and warrants that such individuals are duly authorized to execute and deliver this Contract on behalf of the Agency or the City. D. 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. 2016 CDBG CAPITAL CONTRACT - 25 - 1/2016 CITY OF 44* Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wtivw cityoffederalwaycom 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] 2016 CDBG CAPITAL CONTRACT - 26 - 1/2016 CITY OF 0 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DOMESTIC ABUSE WOMEN'S NETWORK: By: Printed Name: ar aret Coleman Title: Executive Director DATE: /-5 /9 STATE OF WASHINGTON COUNTY OF KING ) ss. ATTEST: a ie Courtney, CMC, APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me, Margaret Coleman, to me known to be the Executive Director of DAWN - Domestic Abuse Women's Network 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 /3 day of Notary's signature / f "Ca Notary's printed name =, ��ff ✓, "s Notary Public in and for the Statp of Washington / Al 7'4e My commission expires /0 (2. 4 7 2016 CDBG CAPITAL CONTRACT , 20a Steven E Davis State of Maine.Notary Public My Commission Expires October 22.2020 - 27 - 1/2016 EXHIBIT A PROJECT SCOPE OF SERVICES Project Title: DAWN Shelter Renovation Start Date: January 1, 2017 Agency Contact Person: Margaret Coleman E -mail: peg @dawnonline.org End Date: December 31, 2017 Telephone: (253) 266 -4823 Fax: (425) 656 -4309 Termination Date: December 31, 2017 The Agency shall renovate a security fence at an emergency shelter in a confidential location in Kent, WA 98031. The real property and improvements thereon are hereinafter referred to as the "Premises." The renovated Premises shall be used exclusively by clients who are low to- moderate income for the provision of emergency shelter and related services. The Agency will perform all activities described in this Project Exhibit beginning on January 1, 2017, ( "Start Date ") and completing on or before December 31, 2017, ( "End Date "). All such activities 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 hereafter may be amended. I. Project Eligibility A. CDBG National Objective: Low /Mod Benefit (Presumed Benefit); 24 C.F.R. § 570.208(a)(2)(i)(A). B. CDBG Eligible Activity: Public Facilities and Improvements, 24 C.F.R. § 570.201(c). II. Project Requirements A. Work Statement. The Agency shall improve the Premises substantially in compliance with the Agency's application(s) as approved by the City of Federal Way (hereinafter referred to as the "City ") and any plans and /or specifications (hereinafter referred to as the "Project ") submitted to and approved by the City. The Agency shall renovate an ADA- accessible full bathroom and security fence used by clients at the shelter. The Agency shall finance and develop the Project substantially in accordance with the budget as submitted. B. Records. The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 7. Copies of approved invoices and warrants. 2016 CDBG CAPITAL CONTRACT - 28 - 1/2016 8. Records documenting that costs reimbursed with funding provided under this Project Exhibit are allowable in accordance with OMB Super Circular 2 C.F.R Part 200. Such records include, but are not limited to: a. 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; b. staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b) purpose of trip; and c. 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 Project Exhibit are used to acquire equipment. 11. Documentation of the construction period and labor standards provisions as identified in the Supplementary CDBG General Conditions "Exhibit B. ". III. Documentation of Client Income Per 24 C.F.R. § 570.208(a)(2)(i)(A), clients of the shelter are presumed benefit and presumed to qualify as low to moderate income. Client income may be collected and if collected, shall follow the current HUD Income Limits. King County FY 2016 Income Limits Summary Median Income King County FY 2016 Income Limit Category 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons $90,300 Extremely Low (30 %) Income limits $19,000 $21,700 $24,400 $27,100 $29,300 $32,580 $36,730 $40,890 Very Low (50 9'o) Income Limits $31,650 $36,150 $40,650 $45,150 $48,800 $52,400 $56,000 $59,600 Low (80 %) Income Limits $48,550 $55,450 $62,400 $69,300 $74,850 $80,400 $85,950 $91,500 Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines, which will be provided by the City. 2016 CDBG CAPITAL CONTRACT - 29 - 1/2016 IV. 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 Forty -Five Thousand Dollars and 00 /100 ($40,000.00). A. Sources of Funds CDBG 2014 City of Federal Way Community Development Block Grant $45,000 King County Community Development Block Grant $15,000 Total Project Funds $60,000 B. Uses of Funds CDBG A &E Master Plan January 2017 Construction/Renovation $45,000 Project Management (10 %) April 2017 Total Project Use of Funds $45,000 A. The City shall reimburse the Agency for satisfactory completion of the requirements specified in the Contract and this Exhibit, payable in the following manner: the sum, not to exceed Forty -Five Thousand Dollars and 00 /100 ($45,000.00), shall be paid upon submission of invoices and supporting documentation by the Agency as set forth in Section IV(A) of this Exhibit. B. Total project costs shall be $60,000. The City shall not advance funds under this Contract until the Agency has secured commitments for all other financing necessary to meet total project costs. Evidence of these commitments shall be received by this office no later than January 31, 2017. C. The Agency shall expend City and other project - committed funds only for purposes directly related to this project. Unless otherwise agreed to in writing by the City, the expenditure of all such funds shall be strictly in accordance with the development budget as set forth in this agreement. V. Project Milestones Milestones Projected Completion Date Contract with the City of Federal Way January 2017 Complete bid specs March 2017 Bid award April 2017 Begin Renovation/Construction April 2017 Project 50% complete May 2017 Complete Renovation/Construction December 2017 Proof of meeting accomplishments or milestones shall be submitted with each voucher for reimbursement. Milestones may be amended from time to time with the prior approval of the City through a Contract amendment. 2016 CDBG CAPITAL CONTRACT - 30 - 1/2016 VI. Renovation Requirements A. At a minimum, the Premises shall be improved to comply with Section 8 Housing Quality Standards defined in 24 CFR 982.401. B. Improvements to the Premises shall meet the current edition of the Model Energy Code published by the Council of American Building Officials. All substantially rehabilitated housing shall meet applicable local codes, rehabilitation standards, ordinances, and zoning codes in addition to the cost - effectiveness standards defined in 24 CFR part 39. C. The Premises shall meet the accessibility requirements in the regulations referenced in 24 CFR 5.105(a), which implement the Fair Housing Act and Section 504 of the Rehabilitation Act of 1973. D. Procurement Process. If funds under this Contract will be used to reimburse costs of contractor or consultant services, the Agency shall utilize and document an open and competitive solicitation process. The specific requirements for solicitation shall be determined based on the amount of expenditure and whether federal funds are being used. The City shall approve the specific solicitation methods and /or procedures to be followed when procuring consultants or contractors for the project and the bid specifications prior to advertisement. E. Wage Rate Requirements. The Agency shall consult with the City of Federal Way to determine applicable regulations. If federal prevailing wage rate regulations apply, the Agency shall comply with Davis -Bacon and related Acts set forth at 29 CFR Part 5 and shall consult with the City to establish applicable Davis -Bacon wage rates and reporting requirements. 2016 CDBG CAPITAL CONTRACT - 31 - 1/2016 Supplementary CDBG General Conditions (03/2017) EXHIBIT B FEDERAL CONTRACT REQUIREMENTS U.S. DEPARTMENT OF HOUSING and URBAN DEVELOPMENT City of Federal Way Community Development Department Community Services Division Supplemental Construction Contract Conditions 2016 CDBG CAPITAL CONTRACT -32- 1/2016 Supplementary CDBG General Conditions (03/2017) SUPERSEDING If there are conflicts between this exhibit and other sections of this bid document/agreement and amendments these Supplementary Conditions shall supersede such sections unless otherwise agreed upon in writing by both parties. 2016 CDBG CAPITAL CONTRACT - 33 - 1/2016 Supplementary CDBG General Conditions (03/2017) PRECONSTRUCTION CONFERENCE Either before or soon after the actual award of the Contract (but in any event prior to the start to Work at site), the Contractor or his representative, and his Subcontractors, shall attend a Preconstruction Conference with representatives of the Owner, the Engineer, or Architect, and the City of Federal Way Community Development Block Grant Program. The Conference will be held to establish procedures for handling shop drawings and other submittals and for processing applications for payment, and to acquaint the participants with the general plan of contract administration and requirements under which the construction operation is to proceed. The date, time, and place of the Conference will be furnished to the Contractor by the Owner or the Architect/Engineer. The Contractor will notify his Subcontractors of the Conference and require their attendance. SUBMISSION OF COMPLIANCE DOCUMENTS A. In order to document compliance with the City of Federal Way Community Development Block Grant Program requirements and Federal regulations, the successful Bidder will be required to submit and to require his Subcontractors to submit various forms and reports including but not limited to: 1. CFW Labor Form 3 Contract/Sub- Contract Activity Form; 2. CFW Labor Form 4 Prime Contractor Cert. of Business Status; 3. CFW Labor Form 5 Sub - Contract Agreement for any sub - contracts; 4. CFW Labor Form 6 Sub -Tier Sub - Contract Agreement for any sub -tier sub - contracts; 5. CFW Labor Form 6A List of Subcontractors; 6. CFW Labor Form 7 Authorization to Sign Payroll; 7. CFW Labor Form 8 Fringe Benefit Form attached to submitted weekly payrolls; 8. CFW Labor Form 9 Dept. of Labor Weekly Payroll Form WH347; 9. CFW Labor Form 9A Employee Roster Form; 10. CFW Labor Form 10 No Work Performed in lieu of Dept. of Labor Payroll Form if no work is performed; 11. CFW Labor Form 13 Labor Compliance Closeout List; 12. CFW Section 3 Form 1 HUD Section 3 re New Hires on contracts over $100,000; and 13. CFW — Labor 4.16 Info Form #4 — Unanticipated Discovery Plan (UDP). B. Contractors and Subcontractors will be required to allow interviews with employees on the job during working hours. ACCESS TO RECORDS The Secretary of HUD, the City of Federal Way Community Development Block Grant Program, the Comptroller General of the United States, the Owner and any of their duly authorized representatives shall have access to all books, accounts, records, reports, files, and other papers or property of the Contractor and his Subcontractors pertaining to work performed under this Contract for the purpose of making surveys, audits, examinations, excerpts, and transcripts. The Contractor shall retain records pertinent to this Contract for a period of six years from the date of termination or completion of this contract. ELIGIBLE SUBCONTRACTORS The Contractor shall not propose or contract with any person or entity included in the United States Department of Housing and Urban Development Consolidated List of Debarred, Suspended, and Ineligible Contractors and Grantees, or legally prohibited from conducting business in Washington State. 2016 CDBG CAPITAL CONTRACT - 34 - 1/2016 Supplementary CDBG General Conditions (03/2017) INTEREST OF CERTAIN FEDERAL OFFICIALS No member of or delegate to the Congress of the United States and no Resident Commissioners shall be admitted to any share or part of this Agreement or to any benefit that may arise hereunder. INTEREST OF OWNER'S EMPLOYEES OR OTHER PUBLIC OFFICIALS No member officer, or employee of City of Federal Way, or its designees or agents, no member of the governing body of the city in which the Project is located, and no other public official of the city in which the Project is located who exercises any functions or responsibilities with respect to the City of Federal Way Community Development Block Grant Program during his or her tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or any subcontract, or the proceeds thereof. The Contractor shall incorporate, or cause to be incorporated, in all subcontracts a provision prohibiting such interest. CERTIFICATION REGARDING LOBBYING By signing this contract: The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants. loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 24 C.F.R. § 87, Appendix A NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (1) The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Opportunity Construction Contract Specifications" set forth herein. 2016 CDBG CAPITAL CONTRACT - 35 - 1/2016 Supplementary CDBG General Conditions (03/2017) (3) The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the Subcontractor; employer identification number; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the contract is to be performed. (4) As used in this Notice, and in the contract resulting from this solicitation, the covered area is King County, Washington. Reference: Executive Order 11246/ 41 C.F.R. § 60-4.2 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS 1. As used in these specifications: a. "Covered area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer identification number" means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941. d. "Minority" includes: (i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish Culture or origin, regardless of race); (iii) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (iv) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the Contractor, or any Subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the Contractor is participating (pursuant to 41 C.F.R. § 60 -4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and 2016 CDBG CAPITAL CONTRACT - 36 - 1/2016 Supplementary CDBG General Conditions (03/2017) timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each Contractor or Subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other Contractors or Subcontractors toward a goal in an approved Plan does not excuse any covered Contractor's or Subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables. 4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7 a through p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered Construction contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the FEDERAL REGISTER in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor's obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. 2016 CDBG CAPITAL CONTRACT - 37 - 1/2016 Supplementary CDBG General Conditions (03/ 2017) c. Maintain a current file of the names, addresses and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and /or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newpaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with onsite supervisory personnel such as Superintendents, General Foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other Contractors and Subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. 2016 CDBG CAPITAL CONTRACT - 38 - 1/2016 Supplementary CDBG General Conditions (03/2017) j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth both on the site and in other areas of a Contractor's work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60 -3. 1. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments and other personnel practices, do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single -user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations (7a through p). The efforts of a contractor association, joint contractor - union, contractor - community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 7a through p of these Specifications provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non - minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 2016 CDBG CAPITAL CONTRACT - 39 - 1/2016 Supplementary CDBG General Conditions (03/ 2017) 11. The Contractor shall not enter into any Subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. 13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR 60 -4.8. 14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). Reference: Executive Order 11246/ 41 C.F.R. § 60 -4.3 COMPLIANCE WITH EQUAL OPPORTUNITY PROVISIONS FOR CONSTRUCTION PROJECTS During the performance of this contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2016 CDBG CAPITAL CONTRACT - 40 - 1/2016 Supplementary CDBG General Conditions (03/2017) (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the Contractor's commitments under section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor's noncompliance with the non - discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in, or threatened with, litigation with a Subcontractor or vendor as a result of such direction by the contracting agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Reference: 41 C.F.R. § 60 -1.4 2016 CDBG CAPITAL CONTRACT -41 - 1/2016 Supplementary CDBG General Conditions (03/2017) SECTION 3 A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low and very low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. C. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The Contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the Subcontractor is in violation of the regulations in 24 CFR part 135. The Contractor will not subcontract with any Subcontractor where the Contractor has notice or knowledge that the Subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The Contractor will certify that any vacant employment positions, including training positions, that are filled: (1) after the Contractor is selected but before the contract is executed; and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the Contractor's obligations under 24 CFR part 135. F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment, or suspension from future HUD assisted contracts. Reference: 24 C.F.R. § 135.38 CERTIFICATION OF NONSEGREGATED FACILITIES By signing the Bid Proposal, the Bidder certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The Bidder certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location under his control where segregated facilities are maintained. The Bidder agrees that a breach of this certification will be a violation of the Equal 2016 CDBG CAPITAL CONTRACT - 42 - 1/2016 Supplementary CDBG General Conditions (03/2017) Opportunity clause in any contract resulting from acceptance of this Bid. As used in this certification, the term segregated facilities means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin, because of habit, local custom, or otherwise. The Bidder agrees that (except where he has obtained identical certification from proposed sub - Contractors for specific time periods) he will obtain identical certifications from proposed Subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that he will retain such certifications in his files. *Note: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. FEDERAL LABOR STANDARDS PROVISIONS During the performance of this contract, the Contractor agrees to comply with the Federal Labor Standards included in form HUD -4010 (06/2009) as follows: 2016 CDBG CAPITAL CONTRACT - 43 - 1/2016 Federal Labor Standards Provisions Supplementary CDBG General Conditions (03/2017) U.S. Department of Housing and Urban Development Office of Labor Relations Applicability The Project or Program to which the construction work covered by this contract pertains is being assisted by the United States of America and the following Federal Labor Standards Provisions are included in this Contract pursuant to the provisions applicable to such Federal assistance. A. 1. (1) Minimum Wages. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section I(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of 29 CFR 5.5(a)(1 )(iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs, which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under 29 CFR 5.5(a)(1)(ii) and the Davis -Bacon poster (WH -1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible, place where it can be easily seen by the workers. (11) (a) Any class of laborers or mechanics which is not listed In the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. HUD shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (b) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and HUD or its designee agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by HUD or its designee to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, D.G. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30 -day period that additional time is necessary. (Approved by the Office of Management and Budget under OMB control number 1215- 0140. ) (c) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and HUD or its designee do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the views of all interested parties and the recommendation of HUD or its designee, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30 -day period that additional time is necessary. (Approved by the Office of Management and Budget under OMB Control Number 1215- 0140.) (d) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii)(b) or (c) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part Previous editions are obsolete 2016 CDBG CAPITAL CONTRACT form HUD -4010 (06/2009) Page 1 of 5 ref. Handbook 1344.1 - 44 - 1/2016 Supplementary CDBG General Conditions (03/2017) of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis - Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (Approved by the Office of Management and Budget under OMB Control Number 1215 - 0140.) 2. Withholding. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other Federally - assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract In the event of failure to pay any laborer or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work, all or part of the wages required by the contract, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further 'payment, advance, or guarantee of funds until such violations have ceased. HUD or its designee may, after written notice to the contractor, disburse such amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are due. The Comptroller General shall make such disbursements in the case of direct Davis -Bacon Act contracts. 3. (1) Payrolls and basic records. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in Section I(b)(2)(B) of the Davis -bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5 (a)(1 )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in Section I(b)(2)(B) of the Davis - Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (Approved by the Office of Management and Budget under OMB Control Numbers 1215 -0140 and 1215- 0017.) (11) (a) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its designee. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i) except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH -347 is available for this purpose from the Wage and Hour Division Web site at http: / /www.dol.gov /esa/whd /forms /wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its designee, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this subparagraph for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to HUD or its designee. (Approved by the Office of Management and Budget under OMB Control Number 1215- 0149.) (b) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under 29 CFR 5.5 (a)(3)(ii), the appropriate information is being maintained under 29 CFR 5.5(a)(3)(i), and that such information is correct and complete; Previous editions are obsolete 2016 CDBG CAPITAL CONTRACT form HUD -4010 (06/2009) Page 2 of 5 ref. Handbook 1344.1 - 45 - 1/2016 Supplementary CDBG General Conditions (03/2017) (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR Part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (c) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the "Statement of Compliance" required by subparagraph A. 3. (ii)(b). (d) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (111) The contractor or subcontractor shall make the records required under subparagraph A.3.(i) available for inspection, copying, or transcription by authorized representatives of HUD or its designee or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written notice to the contractor, sponsor, applicant or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and Trainees. (I) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to joumeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work face under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (11) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant ',to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by Previous editions are obsolete 2016 CDBG CAPITAL CONTRACT form HUD -4010 (06/2009) Page 3 of 5 ref. Handbook 1344.1 - 46 - 1/2016 Supplementary CDBG General Conditions (03/2017) the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (III) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under 29 CFR Part 5 shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR Part 3 which are incorporated by reference in this contract 6. Subcontracts. The contractor or subcontractor will insert in any subcontracts the clauses contained in subparagraphs 1 through 11 in this paragraph A and such other clauses as HUD or its designee may by appropriate instructions require, and a copy of the applicable prevailing wage decision, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this paragraph. 7. Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis -Bacon and Related Act Requirements. All rulings and interpretations of the Davis - Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract 9. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and HUD or its designee, the U.S. Department of Labor, or the employees or their representatives. 10. (I) Certification of Eligibility. By entering into this contract the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR Part 24. (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR Part 24. (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally, U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C., "Federal Housing Administration transactions ", provides in part: °Whoever, for the purpose of ... influencing in any way the action of such Administration makes, utters a publishes any statement knowing the same to be false shall be fined not more than $5,000 or imprisoned not more than two years, or both." 11. Complaints, Proceedings, or Testimony by Employees. No laborer or mechanic to whom the wage, salary, or other labor standards provisions of this Contract are applicable shall be discharged or in any other manner discriminated against by the Contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Contract to his employer. B. Contract Work Hours and Safety Standards Act. The provisions of this paragraph B are applicable where the amount of the prime contract exceeds $100,000. As used in this paragraph, the terms "laborers" and "mechanics" include watchmen end guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or invdve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which the individual is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in subparagraph (1) of this paragraph, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (1) of this paragraph, in the sum of $25 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in sub paragraph (1) of this paragraph. Previous editions are obsolete 2016 CDBG CAPITAL CONTRACT Page 4 of 5 - 47 - 1/2016 form HUD -4010 (06/2009) ref. Handbook 1344.1 Supplementary CDBG General Conditions (03/2017) (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon Its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contract, or any other Federally- assisted contract subject to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor such sums as may determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subparagraph (2) of this paragraph. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs (1) through (4) of this paragraph. C. Health and Safety. The provisions of this paragraph C are applicable where the amount of the prime contract exceeds $100,000. (1) No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his health and safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation. (2) The Contractor shall comply with all regulations issued by the Secretary of Labor pursuant to Title 29 Part 1926 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 91 -54, 83 Stat 96). 40 USC 3701 et sea. (3) The contractor shall include the provisions of this paragraph in every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions. Previous editions are obsolete form HUD -4010 (06/2009) Page 5 of 5 ref. Handbook 1344.1 2016 CDBG CAPITAL CONTRACT - 48 - 1/2016 Supplementary CDBG General Conditions (03/2017) CLEAN AIR AND WATER POLLUTION CONTROL ACTS The Contractor shall comply with all applicable standards, orders, or requirements issued under the Federal Water Pollution Control Act (33 USC 1251 et seq.) the Clean Air Act (42 USC 1857 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Parts 15 and 61) including the following requirements: A. The Contractor warrants that any facility utilized in the performance of this agreement is not listed on the EPA List of Violating Facilities pursuant to 40 CFR 15.20 as of the date of contract award. B. The Contractor will comply with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said sections and all regulations and guidelines issued thereunder. C. The Contractor agrees that as a condition for the award of this contract he will notify the owner of the receipt of any communication from the Assistant Administrator of EPA that a facility to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; and will make any such notification promptly prior to contract award. D. The Contractor will include or cause to be included the criteria and requirements in paragraphs (1) through (4) of this article in every non - exempt subcontract and will take such action as the United States Government or its agencies may direct as a means of enforcing such provisions. 2016 CDBG CAPITAL CONTRACT - 49 - 1/2016 Supplementary CDBG General Conditions (03/2017) SECTION 3 BUSINESS CONCERN REPRESENTATION A. The offeror represents and certifies as part of its bid /offer that it: 1. That is 51 percent or more owned by Section 3 residents; or 2. Whose permanent, full -time employees include persons, at least 30 percent of whom are currently Section 3 residents, or within three years of the date of their first employment with the business were Section 3 residents; or 3. That provides evidence of a commitment to subcontract in excess of 25 percent of the dollar award of all subcontracts to be awarded by the business under the proposed contract to Section 3 businesses as defined above and identified below: Proposed Subcontractor (Name and Address) Amount of Subcontract [Continue on separate sheet as needed] 4. is not a Section 3 business. (Do not complete (b)) B. If a Section 3 business, the offeror also represents and certifies as part of its bid /offer that it is a: 1. Category I Business: A Section 3 business concern that provides economic opportunities for Section 3 residents in the service area or neighborhood in which the Section 3 covered project is located. 2. Describe below the economic opportunities for Section 3 residents in the service area or neighborhood in which the Section 3 covered project is located, or reference the part of your Section 3 Opportunities Plan where this is described: 3. Category 2 Business: An entity selected to carry out a HUD Youthbuild program in the metropolitan area, or non - metropolitan county, in which the Section 3- covered funding is expended. 4. Other Section 3 business concern as indicated in (a) above. 2016 CDBG CAPITAL CONTRACT - 50 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) EXHIBIT C HOLD HARMLESS AND INDEMNIFICATION 1. Contractor Indemnification of City. The Contractor shall protect, defend, indemnify, and save harmless the City, its officers, employees, and agents from any and all costs, claims, judgments, and /or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, and /or agents, in its performance and /or non - performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and /or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the City incurs any judgment, award, and/or cost arising there from including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. Claims shall include, but not be limited to, assertions that involve the use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and /or otherwise results in unfair trade practice. 2. The Contractor agrees not to perform any acts that include, but are not limited to, use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name, and /or otherwise results in unfair trade practice. The Contractor agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination of the contract term. 4. Nothing contained within this provision shall affect or alter the application of any other provision contained within this Contract. INSURANCE REQUIREMENTS — GENERAL A. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. General Liability. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Automobile Liability. Insurance Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto "; or the appropriate coverage provided by symbols 2, 7, 8, or 9. 3. Workers' Compensation. Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or Other States' state law. 4. Stop Gap/Employers Liability. Coverage shall 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. 5. Property Insurance. Insurance Services Office form number (CP 00 10 ) covering BUILDING AND PERSONAL PROPERTY COVERAGE FORM and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or project appropriate equivalent. 2016 CDBG CAPITAL CONTRACT -51 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) 6. Professional Liability, Errors, and Omissions Coverage. In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors and Omissions Coverage shall be provided. "Professional Services" shall mean any services provided by a licensed professional or those services that require a professional standard of care. B. Minimum Limits of Insurance—Capital Projects: The Contractor shall maintain limits no less than the following, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the Aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation: Statutory requirements of the State of Residency. 4. Stop Gap or Employers Liability Coverage: $1,000,000. 5. Property Insurance: One hundred percent replacement value of funded structure. 6. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. C. Minimum Limits of Insurance — Building Construction Period: Prior to commencement of building construction and until construction is complete and approved by the Contractor, the Contractor shall cause the construction Contractor and related professionals to procure and maintain insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities related to this Contract. The Contractor and City shall be a named as additional insureds on liability policies except Workers Compensation and Professional Liability and as Named Insureds on Builders Risk policies. The cost of such insurance shall be paid by the Contractor and /or any of the Contractor's Subcontractors. The Contractor shall maintain limits no less than, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. Endorsement coverage shall be documented and provided on Commercial General Liability Form CG 2010 11/85 or its equivalent. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation: Statutory requirements of the State of residency. 4. Stop Gap or Employers Liability Coverage: $1,000,000. 5. *Builder's Risk Insurance: One hundred percent replacement cost value. 6. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate D. Deductibles and Self- Insured Retentions: Any deductibles or self - insured retentions must be declared to, and approved by, the City. The deductible and /or self - insured retention of the policies shall not apply to the Contractor's liability to the City and shall be the sole responsibility of the Contractor. *Builders Risk Insurance does not apply to infrastructure projects that do not have a facility or structural 2016 CDBG CAPITAL CONTRACT - 52 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) component listed as part of the scope in the project activities. E. Other Insurance Provisions. All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor and /or Subcontractor in connection with this Contract. Such coverage shall include Products- Completed Operations. 2. To the extent of the Contractor and/or Subcontractor's negligence, the Contractor's and or Subcontractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance and /or self - insurance maintained by the City, its officers, officials, employees, or agents shall not contribute with the Contractor's /Subcontractor's insurance or benefit the Contractor in any way. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made and /or lawsuit is brought, except with respect to the limits of the insurer's liability. F. Acceptability of Insurers. Unless otherwise approved by the City, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests, with minimum surpluses the equivalent of Bests' surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with a Bests' rating of B +VII. Any exception must be approved by the City. If, at any time, the foregoing policies shall fail to meet the above requirements, the Contractor shall, upon notice to that effect from the City, promptly obtain a new policy, and shall submit the same to the City, with appropriate certificates and endorsements, for approval. G. Verification of Coverage. The Contractor shall furnish the City with certificates of insurance and endorsements required by this Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the City prior to the commencement of activities associated with the Contract. The City reserves the right to require complete, certified copies of all required insurance policies at any time. H. Subcontractors. The Contractor shall include all Subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each Subcontractor. Insurance coverages provided by Contractors /Subcontractors, as evidence of compliance with the insurance requirements of this Contract, shall be subject to all of the requirements stated herein. NON - DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Non - discrimination. During the performance of this Contract, the Contractor shall not discriminate nor tolerate harassment on the basis of age, color, creed, national origin, marital status, race, religion, sex, sexual orientation, or the presence of any mental, physical or sensory, disability in the employment, application for employment, the administration or delivery of services, or any other benefits under this Contract. B. Compliance with Applicable Laws. The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include, but are not limited to, Chapter 49.60 RCW; Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000(a) et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; and the Restoration Act of 1987. The 2016 CDBG CAPITAL CONTRACT - 53 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) Contractor shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. C. Fair Housing Protections. The Contractor shall comply with the federal Fair Housing Act, Public Law 90- 284 (42 U.S.C. §§ 3601 et seq.) The Contractor shall take necessary and appropriate actions to prevent discrimination in any housing - related project under this contract, which includes rental housing projects and /or projects that include residential real estate - related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. § 3601) and the Washington State Law Against Discrimination (Chapter 49.60 RCW). Residential real estate - related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any dwelling which is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy premises not owned by the occupant. D. Additional Federal Nondiscrimination Requirements. The Contractor shall comply with all applicable federal laws prohibiting discrimination, including the following: 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 C.F.R. Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 U.S.C. 5301); 3. The Americans with Disabilities Act (42 U.S.C. § 1213; 47 U.S.C. §§ 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 C.F.R. Part 8. E. Prohibited Discriminatory Actions. 1. Except where expressly authorized by federal law, the Contractor may not, under any program or activity to which this Contract may apply, directly or through contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services, financial aid or other benefits provided under the program or activity. b. Denying any person Services due to limited English proficiency. c. Providing any person with facilities, Services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity. d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity. e. Restricting in any way access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, Services, financial aid or other benefits under the program or activity. f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, Services or other benefit provided under the program or activity. g. Denying any person any opportunity to participate in a program or activity as an employee. h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and 2016 CDBG CAPITAL CONTRACT - 54 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2. The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age, color, familial status, nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age, color, familial status, nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or sensory disability. 3. The Contractor, in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination on the grounds of age, sex, marital status, familial status, religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment Projections. In all solicitations under this Contract, the Contractor shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this Section. SUBCONTRACTS AND PURCHASES A. Subcontract Defined. "Subcontract" shall mean any contract between the Contractor and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. B. Writing Required. Any work or services assigned or subcontracted hereunder shall be in writing and must be approved by the City. The Contractor agrees that it is as fully responsible to the City for the acts and omissions of its subcontractors and their employees and agents, as it is for the acts and omissions of its own employees and agents. C. Required Contract Terms. The Contractor agrees to include the following language verbatim in every subcontract, provider agreement, or purchase agreement for services, which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless City of Federal Way, its officers, employees, and agents from any and all costs, claims, judgments, and /or awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employee, and /or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that City of Federal Way is a third party beneficiary to this Contract and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." 2016 CDBG CAPITAL CONTRACT - 55 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) D. Verification of Subcontractor's Eligibility. The Contractor shall maintain records documenting that the Contractor, all subcontractors, and consultants have been determined not to be currently debarred, suspended, denied participation, or declared ineligible to participate in federal government funded programs under Executive Order 12549, "Debarment and Suspension." E. Subcontracting Requirements. A Contractor which receives federal funds under this Contract also shall include the following Sections in every subcontract or purchase order for goods and services which are paid for in whole or in part with funds provided under this Contract: 1. The Labor Standards provisions are included in the aforesaid sub -tier contract; 2. The applicable Davis -Bacon wage rates are included in aforesaid sub -tier contract; 3. This Addendum to the contract between contractor and subcontractor is part of the sub- tier contract; and 4. Correction of any infractions of the aforesaid conditions, including infractions by the sub - contractor and any lower tier subcontractors, is a mutual responsibility. F. Washington State Prevailing Wages. Contractor shall maintain records indicating that it has paid all employees performing work under this contract in compliance with state prevailing wage rules set forth in Chapter 39.12 RCW. 1. Contractor shall submit to City of Federal Way, prior to work, copies of Washington State Statement of Intent to Pay Prevailing Wages." 2. Prior to release of retainage by Owner, "Affidavits of Wages Paid" by all subcontractors shall be submitted to City of Federal Way as required by RCW 39.12.040. If the Contractor believes that prevailing wage are not required for this project, the Contractor shall provide verification to Community Development that it has consulted with and obtained confirmation from the Washington Department of Labor and Industries that such requirements do not apply and shall submit a signed certification attesting to that fact. 3. If there is a difference between Washington State Prevailing Wages and Federal Davis -Bacon wages, the contractor and all subcontractors shall pay the higher of the two wages. H. Federal Bid Guarantee and Bond Requirements 1. If the Contractor is subcontracting construction work under this Contract, the subcontract shall require for any construction contracts exceeding $100,000: a. A bid guarantee from each bidder equivalent to five percent of the bid price; b. A performance bond from the Contractor for one hundred percent of the contract price; c. A payment bond from the Contractor for one hundred percent of the contract price. The Contractor may, at its discretion, require any of these requirements on construction contracts of less than $100,000. The specific requirements for bid guarantees and bonds are at 24 CFR Part 84.48(c) for nonprofit corporations and 24 CFR Part 85.36(h) for municipal corporations and agencies of the State of Washington. 2016 CDBG CAPITAL CONTRACT - 56 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) 2. The Contractor shall submit to the CFW Project manager all copies of Project bonds demonstrating compliance with this section and elsewhere defined in the Construction Documents. H. Failure to Comply is Default Failure by the Contractor to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. I. Fixed Price Procurement. The Contractor agrees to use a more restrictive procurement procedure than that specified in 24 CFR Part 84.40 through 84.48. The Contractor agrees to use only lump sum fixed price contract for all goods and services procured with funds provided under this Contract. J. Project Funding Sign During Construction The Contractor shall include the following phrase on a construction sign erected during construction to identify funding sources used for the project: "Funding for this project was provided by City of Federal Way's Community Development Block Grant Program." CONFLICT OF INTEREST A. Contractor Covenants The Contractor covenants that no officer, employee, consultant, elected or appointed official, or agent of the Contractor who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract, herein, or any other person who presently exercises any functions or responsibilities in connection with the activities funded herein, shall have any personal financial interest, direct or indirect, in this Contract. The Contractor shall take appropriate steps to assure compliance with this provision. B. Non - Disclosure is Grounds for Termination Violation of this Section shall constitute a material breach of this Contract and grounds for termination as well as any other right or remedy provided in this Contract or law. MAINTENANCE OF RECORDS AND SITE VISITS A. The Contractor shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to Subcontractors and suppliers in this Contract, including employment records. 2016 CDBG CAPITAL CONTRACT - 57 - 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) The City may visit, at any time, the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the City during such visits. In all other respects, the Contractor shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds, the Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. B. Sanctions for Violations Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Contractor may be subject to damages, withholding payment and any other sanctions provided for by the Contract and by applicable law. C. Construction Project Requirements 1. Prior to any payment on the project, pre - approval must be received from City staff that federal labor standards and other requirements as described in the Construction Documents have been met. If the Agency pays the Contractor before the City approves, the Agency and /or Contractor will be responsible for correcting any compliance problems. 2. Construction project reporting: a. All documentation and communication regarding this project shall be identified by DAWN Shelter Renovation - Fence. b. The weekly payroll reports and documentation of construction activity and supporting documents for labor compliance shall be submitted to: City of Federal Way Community Development, Attn.: Sarah Bridgeford, 33325 8th Avenue South, Federal Way, WA 98003 prior to any payment of CDBG funds for work that the Contractor has applied for payment. Upon review and approval of said documents, the Contractor shall be advised by the City that payment can be made. c. The Contractor shall provide documentation to the City at contract/subcontract completion showing that the contract activities were completed in accordance with the Contract. 2016 CDBG CAPITAL CONTRACT -58- 1/2016 Supplementary City of Federal Way Contract Conditions (03/2017) EXHIBIT D GENERAL WAGE DECISION U.S. Department of Labor The following Federal Davis -Bacon wage rates are made a part of this agreement. The Contractor is responsible for complying with the current Federal wage decision during the construction period. 2016 CDBG CAPITAL CONTRACT - 59 - 1/2016 EXHIBIT E CERTIFICATION RE: DEBARMENT AND SUSPENSION SAM Search Results List of records matching your search for : Record Status: Active DUNS Number: 786444406 I Area: Entity Management, Performance Information 2016 CDBG CAPITAL CONTRACT - 60 - 1/2016 Dawn - Domestic Abuse Womens Network Status:Active DUNS: 786444406 +4: CAGE Code: 4MK82 DoDAAC: Expiration Date: Nov 17, 2017 Has Active Exclusion ?: No Delinquent Federal Debt ?: No Address: 221 W Gowe St City: Kent State /Province: WASHINGTON ZIP Code: 98032 Country: UNITED STATES 2016 CDBG CAPITAL CONTRACT - 60 - 1/2016 LENDER: Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cilyoffederalway.com PROMISSORY NOTE City of Federal Way — CDBG Capital Project Contract DAWN Shelter Renovation City of Federal Way, a Municipal corporation 33325 8t"Avenue South Federal Way, WA 98003 BORROWER: Domestic Abuse Women's Network PO Box 98138 Tukwila, WA 98138 PROPERTY Confidential Address ADDRESS: PRINCIPAL $45,000.00 AMOUNT: LOAN DATE: April 6, 2017 DUE DATE: The earlier of "Default Date" or April 30, 2022 In consideration for the mutual undertakings and covenants contained in this Promissory Note (the "Note "), Lender (also referred to hereinafter as the "City ") and Borrower agree as follows: 1. Purpose for Loan. Borrower has been allocated funds through Lender's Community Development Block Grant ( "CDBG ") Capital Project Program ( "Program ") to improve real property (the "Property ") to provide shelter to women and children fleeing domestic violence. The program is funded by CDBG funds that have been made available to the City. City is prepared to fund the loan upon Borrower's execution of the "Loan Documents," which include this Promissory Note, an affordability Covenant, a Deed of Trust and a Closing Statement. 2. Promise to Pay. For value received, on or before the Due Date, or at Lender's option upon sale or other conveyance of all or any portion of the Property, Borrower, including its assigns and successors, promises to pay Lender in lawful money of the United States of America, at Lender's principal place of business, or such other place as Lender may designate in writing from time to time, the Principal Amount listed above and as shall have been advanced by Lender to or on behalf of Borrower under this Note, plus interest as provided in this Note. 3. Interest Rate. The unpaid Principal Amount shall bear interest at the rate of One Percent (1 %) compounded per annum (the "Effective Interest Rate ") unless or until there is a breach, default or violation under the Contract, the Deed of Trust, the Covenant Agreement or this Promissory Note. After such breach, default, or violation, the obligation shall bear interest at Twelve Percent (12 %) per annum or the highest rate allowed by applicable law, whichever is less. PROMISSORY NOTE 1/2015 CDBG CAPITAL PROJECT Page 1 CITY OF '∎..., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cdyoffederaiway com 4. Payments. No payments will be required to be made on the Principal Amount unless or until a Default occurs. In the event of Default, the entire unpaid balance of the Principal Amount as of the date of Default shall immediately become due and payable and interest on the unpaid balance shall commence to accrue at the "Default Interest Rate" on the date of Default. 5. Pre - Payments. Borrower may prepay this Note in full or in part at any time, without penalty. All payments received on this Note shall first be applied against accrued and unpaid interest and "Costs and Fees" owed to Lender under this Note, and the balance against unpaid Principal Amount. Borrower expressly assumes all risks of loss or delay in the delivery of any payments made by mail, and no course of conduct or dealing shall affect Borrower's assumption of these risks. 6. Loan Account. All advances made to or on behalf of Borrower under this Note shall be charged to a loan account in Borrower's name on Lender's books ( "Loan Account ") and Lender shall debit to Borrower's Loan Account the amount of each advance, and credit the amount of each repayment made by Borrower as described in Section 5 above. 7. Default. Upon the occurrence of any of the following events ( "Events of Default "), Lender, at its option, and without notice to Borrower, may declare the entire unpaid Principal Amount to be immediately due and payable: a. The Borrower sells the Property or conveys the Property in lieu foreclosure, or forfeits the Property in foreclosure, bankruptcy or other insolvency proceeding; b. The Borrower makes, or is deemed to have made, any materially incorrect, false, fraudulent or misleading representation, warranty or certificate to the Lender or makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation in any statement or application to Lender in connection with Lender's consideration of Borrower's Program application; c. The Borrower defaults under the terms of this Note or the Deed of Trust granted in connection herewith; d. Formal charges are filed against the Borrower under any federal, state or municipal statute, law or ordinance for which forfeiture of the Property is a potential penalty, or the Property is in fact so seized or forfeited; e. The Borrower fails to maintain the Property, commits waste upon the Property or allows the Property to become a nuisance; f The Borrower (1) makes an assignment for the benefit of creditors, (2) consents to the appointment of a custodian, receiver or trustee for itself or for a substantial part of its assets or (3) commences, consents to the commencement or continuation of, or has commenced upon it, voluntarily or involuntarily, any proceeding under any bankruptcy, insolvency or similar laws of any jurisdiction; or g. The Borrower defaults under the deed of trust executed in connection with this Note, it being understood and agreed that this Note and the deed of trust shall be interpreted and construed as a single integrated agreement between Lender and Borrower. The term "Default Date" shall mean the date on which an Event of Default has occurred or the date Borrower is no longer entitled to cure the Event of Default under the terms of this Note. PROMISSORY NOTE 1/2015 CDBG CAPITAL PROJECT Page 2 CIT OP �..�., FeY deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cilWffederalway com 8. Default Interest Rate. Upon the occurrence of any Event of Default, the unpaid Principal Amount balance shall bear interest at the per annum interest rate for judgments provided by Washington law until the Note is satisfied in full. 9. Security. This Note is secured by and relates to a deed of trust of even date encumbering the Property. 10. Default Remedies. Upon the occurrence of any Event of Default, Lender shall have and may exercise any one or more of the rights and remedies provided in this Note and the deed of trust relating to this Note. The remedies provided in this Note and deed of trust are cumulative to the full extent provided by law. 11. Sale of Property. Except as otherwise contemplated in the Contract, in the event of a sale or transfer of the Property (excluding transfers of interest, if any, that are allowed by the Contract), the Borrower additionally agrees to pay the Lender an amount equal to Lender's proportionate share of the net appreciated value, if any, of the Property. The Lender's proportionate share is calculated by dividing the principal amount of this Note by the actual total development costs of the Project. Lender's estimated proportionate share is 100 percent of the net appreciated value of the Property. Net appreciated value shall be calculated as follows: a. In the case of a sale of the Property, the greater of the sales price of the Property or the appraised value thereof at the time of sale as determined at Borrower's expense by an appraiser satisfactory to Lender; b. Less, as approved by Lender, the original principal of any funds secured by liens against the Property, including the funds referred to herein; c. Less the amount of cash that Borrower has invested in the Property from sources other than the funds referenced in (b) above. This deduction shall include only sums attributable to direct expenditures for acquisition, development and /or capital improvements to the Property and shall not include ongoing maintenance expenditures or indirect expenditures such as real property taxes or legal fees related to the ongoing operation of the Property; and d. Less the actual reasonable costs of sale (if sold), such as appraisal, real estate commissions, real property excise tax, escrow fees, recording fees, and title insurance premiums. 12. Costs and Fees. Borrower agrees to pay all of Lender's costs incurred in the collection, modification, review, monitoring, or termination of this Note, including actual attorney fees and those incurred in any foreclosure, bankruptcy, or other similar insolvency proceeding. 13. No Waiver. Acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and Lender's acceptance of any such partial payment shall not constitute a waiver of Lender's right to receive the entire amount due. 14. Consent. Borrower hereby jointly and severally (i) waives presentment for payment, demand, notice of non - payment, notice of protest or protest of this Note, (ii) waives Lender's diligence in collection or bringing suit, and (iii) waives consent to any and all extensions of time, renewals, waivers or modifications as may be granted by Lender with respect to payment or any other provisions of this Note. The liability of the Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party. PROMISSORY NOTE 1/2015 CDBG CAPITAL PROJECT Page 3 CITY OF 444 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 15. Governing Law and Venue. This Note shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Washington. Venue for any action commenced by Borrower or Lender to interpret or enforce this Note or the deed of trust shall be in the Superior Court of the State of Washington, For King County, at the Maleng Regional Justice Center, Kent, Washington. 16. Assignment. Except as otherwise provided in the Contract, the Borrower may not sell, assign or transfer this Note without the written authorization of the Lender. 17. Entire Agreement. Except as otherwise expressly provided in this Note, this Note and the deed of trust constitute the entire agreement of the Borrower and the Lender relating to its subject matter. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [Signatures located on following page.] PROMISSORY NOTE 1 /2015 CDBG CAPITAL PROJECT Page 4 Federal Way Agreed to and accepted by: LENDER: CITY OF FEDERAL WAY: APPROVED AS TO FORM: City Attorney, CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cil yoffederahvay com ATTEST: A t Liiii6■4.-AidiAIALA41 tz Clerk, Stephanie C 1 ey, CMC BORROWER: DAWN- DOMESTIC ABUSE WOMEN'S NETWORK: By: Printed Name: argaret Coleman Title: Executive Director STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me Margaret Coleman, to me known to be the Executive Director of DAWN- Domestic Abuse Women's Network 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 Notary's signature Notary's printed name L.e,■,ty- Leectste.r Notary Public in and for the State of Washington. My commission expires ID - ami)- , 200 1/2015 Page 5 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 12/29/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER PLC Insurance, LLC 4211 Alderwood Mall Blvd, #210 Lynnwood WA 98036 INSURED Domestic Abuse Women's Network, DBA: DAWN PO Box 1449 Kent WA 98035 CONTACT Tiffan Brewster NAME: y PHONE (425) 712 -3664 (A/C. No. Ext): E-MAIL DSS: tiffany@plcins.com FAX (425)712 -3786 (A/C No): INSURER(S) AFFORDING COVERAGE NAIL # INSURER A :Philadelphia Insurance Co INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:17 /18, GL /Auto /Umb. /Prof. REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR VD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDDIYYYYI LIMBS A X COMMERCIAL GENERAL LIABILITY WA 98063 -9718 Darwin Rieck /ASHLEY PHPK1588785 1/1/2017 1/1/2018 EACH OCCURRENCE $ 2,000,000 DA.AI-E TO RENTED PREMSES Ea occurrence) $ 100,000 1 CLAIMS -MADE I X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HID AUTOS X X SCHEDULED NON -OWNED AUTOS PHPK1588785 1/1/2017 1/1/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ Uninsured motorist combined $ 1,000,000 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB566708 1/1/2017 1/1/2018 EACH OCCURRENCE $ 1,000,000, AGGREGATE $ 1,000,000 $ DED X RETENTON$ 10,000 A ?1041tM67GRMBldCOl9HC (EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N NIA wr. Stop Gap /Employer's Liability PHPK1588785 1/1/2017 1/1/2018 PER I X OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability No Deductible PHPK1588785 1/1/2017 1/1/2018 PER OCCURENCE: $1 , 000 , 000 AGGREGATE: $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is added as additional insured per the attached PI— GLD —HS (10 /11). CERTIFICATE HOLDER CANCELLATION City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Dee Dee Catalano ACCORDANCE WITH THE POLICY PROVISIONS. P.O. BOX 9718 AUTHORIZED REPRESENTATIVE Federal Way, WA 98063 -9718 Darwin Rieck /ASHLEY /� �� `—''�`�"'" ACORD 25 (2014/01) INS025 (2014011 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DAWN August 9, 2015 City of Federal Way Community Development Department 33325 Bch Avenue South Federal Way WA 98003 RE: Letter of Authorization The Board of Directors of the Domestic Abuse Women's Network authorizes the following representatives of DAWN to negotiate and contractually bind the organization in matters relating to CDBG grants that may be awarded for 2016: Margaret Coleman, Executive Director Lynn Dissinger, Finance Director 18300 Cascade Avenue South 18300 Cascade Avenue South Tukwila WA 98188 Tukwila WA 98188 253 - 266 -4823 206 - 651 -2841 On behalf of the Board of Directors, I submit this authorization. Sincere . David Jack Board Presi•'-nt, DAWN DAWN's mission is to tead and support efforts in south King County communities to end domestic uiotence. Domestic Abuse Women.'s Network Office (425) 656 -4305 Fax (425) 656 -4309 Advocacy & Crisis Line (425) 656 -7867 Mail P.O. Box 88007, Tukwila, WA 98138 Web www.dawnonline.org Vim' United Way Y United Way of King County