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AG 19-184 - FUSION RETURN TO: Sarah Bridgeford EXT: 2650 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON: Sarah Bridgetord EXT: 2650 3. DATE REQ.BY:9/13/2019 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: FUSION Transitional Housing 6. NAME OF CONTRACTOR: FUSION/Friends United to Shelter the Indigent,Oppressed and Needy ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:Q SCOPE,WORK OR SERVICES LTJ COMPENSATION It INSURANCE REQUIREMENTS/CERTIFICATE 9 ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 9/1/2019 COMPLETION DATE: 9/30/2020 9. TOTAL COMPENSATION$150,000.00 (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 M YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES IDNO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITI ATE REVIEWED ,r INITIAL/DATE APPROVED ❑ PROJECT MANAGER ,�'�� f� ? f ❑ DIRECTOR { ❑ RISKMANAGEMENT (IFAPPLICABLE) El LAW lam_-13 SwM1� 11. COUNCILAPPROVAL(IFAPPLICABLE) COMMITTEE APPROVAL DATE: 12/12/2017 COUNCILAPPROVALDATE: 1/16/2018 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ 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 AW DEPARTMENT GNATORY(MAYOR OR DIRECTOR) ITY CLERK ► WASSIGNED AG# SIGNED COPY RETURNED D E SENT: COMMENTS: 2/2017 CITY OF CITY HALL Fe d e ra l Way ■ay 33325 8th Avenue South �YItY/� Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway com CDBG CAPITAL PROJECT CONTRACT FOR FUSION TRANSITIONAL HOUSING This Community Development Block Grant("CDBG")Capital Projects Contract("Contract")is made between the City of Federal Way, a Washington municipal corporation ("City"), and FUSION/Friends United to Shelter the Indigent,Oppressed and Needy,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: FUSION/FRIENDS UNITED TO SHELTER THE CITY OF FEDERAL WAY: INDIGENT, OPPRESSED AND NEEDY: Sarah Bridgeford Byron Hiller 33325 8th Avenue South PO Box 23934 Federal Way, WA 98003-6325 Federal Way, WA 98093-0934 (253) 835-2651 (telephone) (206) 718-2715 (telephone) (253) 835-2409 (facsimile) info fusionfederalwa .or 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: 2017 CDBG CAPITAL CONTRACT - 1 - 8/2017 CITY OF CITY HALL F+e d e ra I Way■ay Feder 8th Avenue South ■V��Y■ Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com INDEX TO CONTRACT SECTIONS I. Scope of Contract XXIII. Reversion of Assets II. Duration of Contract XXIV. Property Management Standards III. Compensation and Method of Payment XXV. Additional Local Requirements IV. Budget XXVI. Subcontracts and Purchases V. Internal Control and Accounting System XXVII. Conflict of Interest VI. Maintenance of Records XXVIII. Political Activity Prohibited VII. Monitoring and Reporting Requirements XXIX. Equipment Purchase, Maintenance, and VIII. Evaluations and Inspections Ownership IX. Corrective Action XXX. Notices X. Assignment XXXI. Proprietary Rights XI. Termination XXXII. Contract Amendments XII. Future Support XXXIII. Entire Contract/Waiver of Default XIII. Hold Harmless and Indemnification XXXIV. Miscellaneous Provisions XIV. Insurance Requirements XXXV. Supplanting XV. Nondiscrimination and Equal Employment XXXVI. Attorney's Fees & Costs Opportunity XXXVII. Drug-Free Workplace Certification and XVI. Section 504 and Americans with Other Federal Requirements Disabilities Act XXXVIII. Constitutional Prohibition XVII. Accessibility XXXIX. Compliance with Health Insurance XVIII. Environmental Review Portability Accountability Act of 1996 XIX. Labor Standards (HIPAA) XX. Volunteers XL. Confidentiality XXI. Acquisition and Relocation XLI. Debarment and Suspension XXII. Public Ownership XLII. General Provisions I. SCOPE OF CONTRACT A. Scope.The Agency shall use the funds provided herein only to perform the activities authorized by this Contract and as set forth in the CDBG Project Scope of Services, which is attached as"Exhibit A" and hereby incorporated by this reference("Services").The Contract between the Parties shall consist of the Capital Contract for 2016 CDBG Funds including the 2018 CDBG Project Scope of Services"Exhibit A"; the federal, state, and local program requirements; and each and every project exhibit, appendix, and attachment.This Contract supersedes any and all former Contracts regarding projects attached as Exhibits to this Contract. In the event that there is a difference between any of the language contained in this Contract and any of the language contained in the Exhibits to this Contract,the language in this Contract shall control, unless the Parties expressly agree to the contrary in writing. B. Mandatory Cervi C cation s.The Agency certifies that it shall comply with the provisions of Section XV.,"Nondiscrimination and Equal Employment Opportunity,"Section XVI.,"Section 504 and Americans with Disabilities Act," Section XXVII., "Conflict of Interest," and Section XXVIII., "Political Activity Prohibited," of this Contract. C. Program Benefit -- 24 C.F.R. § 570.208(x). Activities undertaken by this Contract must predominantly benefit low- and moderate-income persons. At least seventy percent (70%) of the persons 2017 CDBG CAPITAL CONTRACT - 2 - 8/2017 served by these activities must be low- or moderate-income persons as defined in "Exhibit A." The following requirements apply: 1. The Agency shall ascertain household income of persons applying for and receiving assistance to assure compliance with the income limits defined in"Exhibit A"; and shall maintain records pursuant to Section VI(G) of this Contract; or 2. If the activity exclusively serves a clientele,which by federal regulation is"presumed"to be low- and moderate- income, individual income verification is not required. Persons eligible for this presumption are specified in Section VI(G)(3) of this Contract. In this case, the Agency shall maintain appropriate data to validate the presumption, as provided in Section VI(G)(3); or 3. If the activity is such that it is not feasible to identify and record beneficiaries, the total population of the area from which the beneficiaries are drawn must be predominantly low- and moderate- income. In this case, the Agency shall maintain substantiation data as required by Section VI(G)(4) of this Contract. 4. The benefit to low- and moderate-income beneficiaries must be in the form of a free or reduced cost service. If beneficiaries are charged for services, the charges to low- and moderate-income beneficiaries, and to all other beneficiaries, shall be as specified in the Exhibit(s),if applicable. Changes to the structure of charges during the term of this Contract(and,in the case of a facility project, for five years thereafter)must preserve an identical discount for low-and moderate-income beneficiaries,and the change must be approved by the City. 5. The low- and moderate-income limits in effect at the time of execution of this Contract are specified in"Exhibit A."These limits are revised periodically by HUD. It is the Agency's responsibility to use any revised limits when they take effect. Revisions will be announced by and can be obtained from the City. D. 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 XXX. "Notices." E. Federal Funds.The term"federal funds"as used herein means CDBG funds under this Contract. F. Compliance with Laws.Agency shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. G. Requirements of 24 C.F.R. § 570.Agency agrees to comply with the requirements of Title 24 of the Code of Federal Regulations,Part 570(the U.S.Housing and Urban Development regulations concerning Community Development Block Grants(CDBG))including subpart K of these regulations,except that(1) the Agency does not assume the City's environmental responsibilities described in 24 C.F.R. § 570.604 and (2)Agency does not assume the City's responsibility for initiating the review process under the provisions of 24 C.F.R. § 52. H. Independent Contractor.Nothing contained in this Contract is intended to,or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Agency shall at all times remain an"independent contractor"with respect to the services to be performed under this Contract. The City shall be exempt from payment of all Unemployment Compensation, Federal 2017 CDBG CAPITAL CONTRACT - 3 - 8/2017 Insurance Contribution Act, retirement, life and/or medical insurance, and Workers' Compensation Insurance, as the Agency is an independent contractor. 1. Uniform Administration Requirements. Agency shall comply with the policies, guidelines and requirements of 2 C.F.R. § 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," and 24 C.F.R. § 84,Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations identified at 24 C.F.R. § 570.502(b), Applicability of Uniform Administrative Requirements. J. Warranty. The Agency warrants that it has the requisite training,skill,and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration if Agency does business in Federal Way. K. Taxes and Licenses. The Agency shall pay throughout the term of this Contract, all applicable taxes, and all licenses. II. DURATION OF CONTRACT The terms of this Contract shall be in effect from the Start Date(as defined in the Project Exhibit(s), or the date of execution of this Contract,whichever is earlier),until the Termination Date specified in each Project Exhibit,unless extended to a later date or terminated earlier,pursuant to the terms and conditions of the Contract.The City shall furnish the Agency with a written notice to proceed.No work on a project shall occur without prior written approval from the City. Costs incurred prior to the date written notice to proceed was given or after the end date will not be reimbursed. III. COMPENSATION AND METHOD OF PAYMENT The Agency's compensation will be from the 2016 Program Year CDBG funds,CFDA 14.218,under the Housing and Community Development Act of 1974("HCD Act"),Public Law 93-383,as amended and under regulations promulgated by the U.S. Department of Housing and Urban Development(HUD) at 24 C.F.R. § 570, and Agency will receive the CDBG funds for the purpose of carrying out eligible community development and housing activities under the Act. The City shall reimburse the Agency only for the approved activities specified in each Project Exhibit after the Services have been performed. The reimbursement amount shall not exceed the amount specified in each Project Exhibit. The Agency shall provide the Services in a manner consistent with the accepted practices for other similar Services,performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. Reimbursements will be payable in the following manner: A. Start Date and End Date. Start Dates and End Dates for individual projects shall be specified in each Project Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Compensation and Contract Performance, The City will use the quantity of Services actually delivered,as reported on the Agency's reports,as a measure of satisfactory Contract performance.The City shall review the Agency's reports to monitor compliance with the performance measures set forth in"Exhibit A."Should the Agency fail to meet the performance measures for each quarter,the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Contract. 2017 CDBG CAPITAL CONTRACT - 4 - 8/2017 C. Eligible Costs. All costs incurred must be reasonable and of a nature which clearly relate to the specific purposes and end product of the Contract under which the services are being performed.Care must be taken by all concerned in incurring costs to assure that expenditures conform to these general standards and the following criteria for eligibility of costs. To be eligible for reimbursement, costs must: 1. Be necessary and reasonable for proper and efficient execution of the contractual requirements and in accordance with an approved budget; 2. Be no more liberal than policies, procedures, and practices applied uniformly to other activities of the Agency; 3. Be accorded consistent treatment through application of account policy and procedures approved and/or prescribed herein; 4. Not be allowable under or included as costs of any other federal,state,local or other agency- financed programs in either prior or current periods; 5. Be net of all applicable credits such as purchase discounts, rebates or allowances, sales of publication or materials, or other income or refunds; and 6. Be fully documented. D. Stibniission oi' Invoices, 5tirwPortiii2 Doc umciitation, and Reports. On a quarterly basis, the Agency shall submit an invoice, supporting documentation for eligible costs (as defined in subsection C above)claimed in the invoice and all reports as specified in each Project Exhibit or the City may not process the invoice. Supporting documentation for eligible costs claimed in the invoice include but is not limited to, purchase orders and bills. The City shall pay the Agency within forty-five (45) days following the City's approval of a complete and correct invoice, supporting documentation, and reports. Payment by the City shall not constitute approval of the services for which payment is requested. The City does not,by making such payment,waive any rights it may have pursuant to this Contract to require satisfactory performance of the services promised herein. The City reserves the right to demand and recover reimbursements made for ineligible costs. E. Final Invoice for Projects. The Agency shall submit its final invoice for each Project Exhibit by January 8,2018.The Agency shall submit all outstanding reports for each Project Exhibit providing funding for Capital Projects by January 15, 2018. If the Agency's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice;however,the City may elect,but is not required, to pay any invoice that is not submitted in a timely manner. F. Return of Unspent City_Funds. On or before the End Date specified in each Project Exhibit, for individual projects covered by this Contract, the Agency shall transfer to the City any unexpended and unencumbered funds provided under this Contract that are on hand and any accounts receivable attributable to the use of City funds. G. Excess Federal Funds. CDBG funds on hand shall not exceed$5,000 if retained beyond three(3) days unless written approval is received from the City.Any reimbursement in excess of the amount required shall be promptly returned to the City. 2017 CDBG CAPITAL CONTRACT - 5 - 8/2017 H. Prograin 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 following the calendar year in which the Program Income is collected by the Agency.Program Income is to be returned to the City unless the City specifies that it may be retained by the Agency. If the City authorizes the Agency to retain the Program Income to continue or benefit a project(s), the Agency shall comply with all provisions of this Contract in expending the funds. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. IV. BUDGET The Agency shall apply the funds received from the City under this Contract in accordance with the line item budget set forth in each Project Exhibit. The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project Exhibit is expected to exceed ten percent (10%) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision,and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. V. INTERNAL CONTROL AND ACCOUNTING SYSTEM The Agency shall establish and maintain a system of accounting and internal controls, which complies with applicable, generally accepted accounting principles, and governmental accounting and financial reporting standards. ` VI. MAINTENANCE OF RECORDS A. Scope of Records. The Agency shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the City to ensure proper accounting for all Contract funds and compliance with this Contract, including all records specified in"Exhibit A". This requirement includes complete copies of all contracts, subcontracts, and agreements with third parties into which the Agency enters in the performance under this Contract;and all correspondence, reports, and other documentation pertaining to such contracts, subcontracts, and agreements. B. Time for retention of Records.Records required to be maintained in subsection A,above,shall be maintained for a period of six (6) years after the Termination Date, unless a different period for records retention is specified in the Project Exhibit. C. Location of Records/Notice to Ci!y.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 Ex tions to Retention Requirements.Exceptions to the six(6)year retention period are as follows: (1)Records that are the subject of audit findings,litigation,or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition,replacement or transfer at the direction of the City. 2017 CDBG CAPITAL CONTRACT - 6 - 8/2017 E. Financial Management Records. Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 24 C.F.R. § 85.20 and the U. S. Office of Management and Budget ("OMB") Super Circular 2 C.F.R § 200. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays, and income. F. Beneficiary Records.The Agency agrees to maintain racial,ethnic,disability status,single head of household,household income, and gender data showing the extent to which these categories of persons have participated in, or benefited from,the activities carried out under this Contract if required in a Project Exhibit. G. Prog7arn Benefit Records—24 C.F.R. C 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 (5 1)percent, data showing that the area qualifies under the exception criteria set forth at 24 C.F.R. § 570.208(a)(1)(ii). H. Records of Programperations,Management and Evaluation.Agency shall maintain all records o£ 1. Operating policies and procedures; 2. Employee qualifications, training, and evaluation; 3. Principal operations data including,but not limited to,work units completed,clients served (classified by client and service characteristics), staff hours utilized, etc.; and 4. Self-evaluation of services,programs and employment practices for compliance with 504 and ADA requirements. 2017 CDBG CAPITAL CONTRACT - 7 - 8/2017 L PropgIly Records. Agency shall maintain all records identifying any real and personal property acquired or improved in whole or in part with funds under this Contract (OMB Super Circular 2 C.F.R § 200) as follows: 1. Itemized inventory of real property recording legal and common descriptions and address, date of acquisition and/or improvements,cost of acquisition and/or improvements,and CDBG-funded share of cost; 2. Itemized inventory of all non-expendable personal property recording full identification, current location, date and cost of acquisition, and CDBG-funded share of cost; 3. Complete records of any authorized disposition of real or non-expendable personal property including how and to whom disposed, date, amount of disposition proceeds, market value at time of disposition and how determined,intended use,and any conditions governing use following disposition;and 4. At the termination of this Contract,a record of the total purchase cost of all remaining unused expendable personal property. J. Additional Re uir4mem for Acquisition or Im proyement of 1Zea1 Property Proects. 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; 2017 CDBG CAPITAL CONTRACT - 8 - 8/2017 2. Agency's standard operating procedures for authorizing and executing purchases and contract procurements of various sizes and types; 3. Agency's individual purchases or contracts over $10,000 as required by the OMB Super Circular 2 CRR § 200; and 4. Agency's procurement procedures utilized and the bases for supplier selection/contract award L. Records Regarding Renieciy of Past Diss.i-iminatloii.The Agency shall maintain documentation of the affirmative action measures the Agency has taken to overcome prior discrimination if a court or HUD has found that the Agency has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 C.F.R. § 121. M. Personal Iii lornzatioil —Notice of Security Breach 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590(2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state, and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach.The Agency shall also be responsible for any cost associated with notifying the affected individuals.This notification may be by written notice or electronic notice in accordance with RCW 42.56.590(7). 5. If the Agency demonstrates that the cost of providing notice would exceed$250,000,or that the potentially affected persons exceeds 500,000,or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590(7)(c): a. E-mail notice when the Agency has an e-mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page,if the Agency maintains one; and c. Notification to major County-wide media. 6. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: 2017 CDBG CAPITAL CONTRACT - 9 - 8/2017 a. An individual's first name or first initial and last name in combination with 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 creditor debit card number,in combination with any required security code; access code, or password that would permit access to an individual's financial account. VII. MONITORING AND REPORTING REQUIREMENTS A. Monitoring.Agency understands and agrees that it will be monitored by the City and HUD from time to time to assure compliance with all terms and conditions of this Contract and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Contract shall include,but not be limited to: (1)on-site inspections by City staff, (2)quarterly performance reviews; and(3) an annual evaluation. B. Progs-ain Repo rtin . Projects qualifying to meet the national objective to serve low- and moderate-income persons (under Section I(C)) shall submit a demographic report providing income,race, and head of household information for the beneficiaries of the CDBG Project,which shall cover a one-year period extending back from the date of the report. If the facility is and remains occupied during the project, this report is due thirty (30) days after the date the project was closed. If the facility is first occupied or reoccupied after the close of the project,the report is due one year from the date of the last project closing. C. Fiscal Reporting Responsibilities.The Agency shall provide fiscal statements or reports as may be required from time to time by the City,which statements or reports,or both,must indicate the status of all accounts and funds being used to perform under this Contract. The Agency shall maintain proper documentation and records of all expenditures incurred pursuant to the terms of this Contract in a manner as will facilitate auditing by either HUD or the City. D. Nonprofit Corporations. The Agency shall provide the City with a copy of its IRS Form 990 (Return of Organization Exempt from Tax) when requested if the Agency is a nonprofit corporation. 1. Audit.The Agency shall have an independent audit conducted of its financial statement and conditions, which shall comply with the requirements of generally accepted auditing standards "GAAS"; Government Accountability Office ("GAO") Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and OMB Super Circular 2 C.F.R. § 200 as applicable. 2. Copy of Audit Report.The Agency shall provide the City a copy of the audit report including any management letter or official correspondence submitted by the auditor,its response and corrective action plan for all findings and reportable conditions contained in its audit.These documents shall be submitted not later than six months subsequent to the end of the Agency's fiscal year. 3. Catalog of Federal Doines_tic Assistance. The Catalog of Federal Domestic Assistance ("CFDA")number for the CDBG Program is 14.218. 4. Additional Audit or Review Requirements.Additional auditor review requirements maybe imposed on the City, and the Agency shall be required to comply with any such requirements. VIII. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Ins ection of Records.The Agency shall provide right of access to its facilities to the City and/or federal agencies or officials at all reasonable times in order to monitor and 2017 CDBG CAPITAL CONTRACT _ 10 - 8/2017 evaluate the activities funded under this Contract. The City shall give advance notice to the Agency in the case of fiscal audits to be conducted by the City. B. Time for 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. A rg[eexnent 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: 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. Reimbursement. The parties agree that the funds provided to the Agency by the City pursuant to this contract are required to be used to provide affordable housing for low- and moderate- income families for a period of fifteen (15) years. Should the housing purchased with the funds provided pursuant to this contract cease to qualify as affordable housing as defined in"Exhibit A" within 15 years of disbursal 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; 2017 CDBG CAPITAL CONTRACT - 11 - 8/2017 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.The Agency may cancel this Contract only by written notice provided thirty(3 0)days before the intended cancellation. 2. In addition to the foregoing,if expected or actual funding is withdrawn,reduced,or limited in any way prior to the Termination Date set forth in"Exhibit A,"the City may,upon written notification to the Agency, immediately terminate this Contract in whole or in part. 3. If the Contract is terminated as provided above:(1)the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; (2)the City's determination of such compensation shall be binding and conclusive;and(3)the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. B. Termination for Cause. 1. The City may terminate this Contract,in whole or in part,immediately upon written notice to the Agency in the event: (1) the Agency materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a Corrective Action Plan acceptable to the City; or(2) the duties, obligations, or Services required herein become impossible, illegal, or not feasible. 2. If the City terminates the Contract pursuant to this section, the Agency shall be liable for damages, including any additional costs of procurement of similar Services from another source. 3. If the termination results from acts or omissions of the Agency,including but not limited to misappropriation,nonperformance of required Services,or fiscal mismanagement,the Agency shall return to 2017 CDBG CAPITAL CONTRACT - 12 - 8/2017 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. A ency 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 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. A envy Indemnification of City. 1. Agena 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 2017 CDBG CAPITAL CONTRACT - 13 - 8/2017 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, docuii1en(. report_ lllim tape, or sound re i-oduction or material of any kind, delivered hereunder, constitutes air ii7l-iTigement of ani cop)right, patent. trademark, trade name. airtlior otherwise results in unfair trade practice. 2. The Agency agrees not to perform any acts that include, but are not limited to, use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. The Agency agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination and/or duration of the contract term. 4. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. XIV. INSURANCE REQUIREMENTS—GENERAL A. Insurance Required. By the date of execution of this Contract, the Agency shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from,or in connection with,the performance of work hereunder by the Agency,its agents, representatives, and/or employees. The Agency shall pay the costs of such insurance. The Agency shall furnish separate certificates of insurance and policy endorsements as evidence of compliance with the insurance requirements of this Contract. The Agency is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Agency, its agents, employees, officers, Agency, providers, and/or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an"occurrence"form; except that insurance on a"claims made"form may be acceptable with prior City approval.If coverage is approved and purchased on a"claims made"basis,the Agency warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period,if such extended coverage is available,for not less than three years from the date of Contract termination, and/or conversion from a "claims made" form to an "occurrence" coverage form. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies,which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy or policies. Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. B. Risk Assessment by 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 2017 CDBG CAPITAL CONTRACT - 14 - 8/2017 Agency.The Agency shall assess its own risks and,if it deems appropriate and/or prudent,maintain greater limits and/or broader coverage. C. Minimum Scone of Insurance. Coverage shall be at least as broad as: 1. General Liability. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability,Errors,and Omissions Coverage. In the event that Services delivered pursuant to,this Contract either directly or indirectly involve or require professional services, Professional Liability,Errors,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. 1MMIinum Limits of Insriratice Services Agi-cements: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 S".000,000 in the Aggregate. 2. Automobile Liability: $1 0000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000❑00. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to, and approved by,the City.The deductible and/or self-insured retention of the policies shall not apply to the Agency's liability to the City and shall be the sole responsibility of the Agency. F. Other Insurance Provisions. All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain,or be endorsed to contain,the following provisions: 2017 CDBG CAPITAL CONTRACT - 15 - 8/2017 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 2017 CDBG CAPITAL CONTRACT - 16 - 8/2017 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 Rcgtiireinents. 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. § 107; 2. Section 109 of the HCD Act of 1974, as amended(42 U.S.C. 5301); 3. The Americans with Disabilities Act (42 U.S.C. § 1213; 47 U.S.C. §§ 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 C.F.R. § 8. E. Prohibited Discriminatory Actions. 1. Except where expressly authorized by federal law,the Agency may not,under any program or activity to which this Contract may apply,directly or through contractual or other arrangements,discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, Services,financial aid,or other benefits provided under the program or activity; b. Denying any person Services due to limited English proficiency; c. Providing any person with facilities, Services, financial aid or other benefits,which are different, or are provided in a different form from that provided to others under the program or activity; d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity; e. Restricting in anyway access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, Services,financial aid or other benefits under the program or activity; f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, Services or other benefit provided under the program or activity; g. Denying any person any opportunity to participate in a program or activity as an employee; and h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2017 CDBG CAPITAL CONTRACT - 17 - 8/2017 2. The Agency shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age, color,familial status,nationality,race,religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age,color,familial status,nationality,race,religion, sex,or sexual orientation;or the presence of any mental,physical, or sensory disability. 3. The Agency,in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract,may not make selections of such site or location which have the effect of excluding individuals,denying them benefits,or subjecting them to discrimination on the grounds of age, sex,marital status,familial status,religion,race, creed,color,sexual orientation,nationality,or the presence of any sensory, mental, or physical disability; or which have the purpose or effect of defeating or substan- tially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment Projections. In all solicitations under this Contract,the Agency shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this Section. G. Record-Keeping Requirements and. Site Visits. The Agency shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes,bids, estimates, or proposals submitted to the Agency by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to suppliers in this Contract, including employment records. The City may visit, at any time, the site of the work and the Agency's office to review the foregoing records. The Agency shall provide all assistance requested by the City during such visits. In all other respects, the Agency shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds, the Agency shall comply with all record keeping requirements set forth in any federal rules, regulations, or statutes included or referenced in the contract documents. H. Sanctions for Violations. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Agency may be subject to damages, withholding payment, and any other sanctions provided for by the Contract and by applicable law. 1. No Conflict with Federal Reguircments. 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 2017 CDBG CAPITAL CONTRACT - 18 - 8/2017 the Religious Freedom Restoration Act, 42 U.S.C. §§ 4000bb-3, 4000bb-2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti- discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith-based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XVI. SECTION 504 AND AMERICANS WITH DISABILITIES ACT If the Agency is a nonprofit corporation,the Agency warrants and represents that it has completed a 504/ADA Self-Evaluation Questionnaire for all programs and Services offered by the Agency(including any Services not subject to this Contract)and has evaluated its Services,programs,and employment practices for compliance with Section 504 of the Rehabilitation Act of 1973,29 U.S.C. §§ 701 et seq. and the Americans with Disabilities Act of 1990(ADA)42 U.S.C. §§ 12101 et seq.The Agency warrants and represents that it has completed a 504/ADA Assurance of Compliance and shall submit it to the City. Such Assurance of Compliance is attached to this Contract and is incorporated herein by this reference. XVII. ACCESSIBILITY Any buildings or other facilities designed, constructed,or altered with federal funds pursuant to this Contract are subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. §§ 4151, et seq.)and shall comply with the Uniform Federal Accessibility Standards(Appendix A to 24 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 Policv 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. 2017 CDBG CAPITAL CONTRACT _ 19 - 8/2017 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 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. St-gte Environmental Policy Act. Agencies which are branches of government under RCW 43.21C.030 retain responsibility for fulfilling the requirements of the State Environmental Policy Act, Chapter 43.21 C RCW and the regulations and ordinances adopted thereunder.If the Agency is not a branch of government under RCW 43.21 C.030,the City may require the Agency to furnish data, information, and assistance, as necessary, to enable the City to comply with the State Environmental Policy Act. D. Satisfaction of Environmental RQUIrements. 1. Limitations on Activities Pendine,Clearance. Pursuant to 24 C.F.R. § 58.22(a),the Agency shall not commit assistance under this Contract until: 1) the activity is determined to be exempt under §58.34, or is categorically excluded under§58.35(b), and the City has documented its determination; or 2) the City has completed an Environmental Assessment and HUD has approved the City's Request for Release of Funds ("RROF") and the related certification from the City. In addition, until the RROF has been approved by HUD,neither the City nor the Agency may commit non-HUD funds on or undertake an activity or project under a program listed in Section 58.1(b) if the activity or project would have an adverse environmental impact or limit the choice ofreasonable alternatives;however,an option agreement,self-Help Homeownership Opportunity Program funds,and relocation assistance maybe 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 uptil satisfaction of all applicable requirements of the national and state environmental 2017 CDBG CAPITAL CONTRACT - 20 - 8/2017 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 not less than eight(8)units.In addition to complying with these federal labor standards,the Agency shall further require that all project construction contractors comply with all applicable state and local public works bidding and contracting regulations, specifically including, without limitation,the prevailing wage provisions set forth in Chapter 39.12 RCW and all regulations adopted by the State of Washington Department of Labor and Industries. B. The Agency shall require that project construction contractors and subcontractors comply with Federal Labor Standards Provisions(HUD form 4010)and the Davis-Bacon wage determinations(attached as"Exhibit B"and"Exhibit C,"respectively,if applicable).For construction contracts,a copy of the Federal Labor Standards Provisions (HUD form 4010) and the current Davis-Bacon wage determinations must be included in all construction bid 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 ofpersons,businesses,nonprofit organizations,or farms occurring as the result of acquisition of real property assisted under this Contract shall comply with the Uniform Act, and the regulations at 49 C.F.R. §§ 24.1,et seq.,required by federal CDBG regulations at 24 C.F.R. § 570.606.The Agency shall comply with the regulations pertaining to costs of relocation and written policies,as specified by the City of Federal Way's Displacement Policy. XXII. PUBLIC OWNERSHIP For Agencies which are not municipal corporations organized under the laws of the State of Washington,it may become necessary to grant the City a property interest where the subject project calls for 2017 CDBG CAPITAL CONTRACT - 21 - 8/2017 the acquisition, construction,reconstruction,rehabilitation, or installation of publicly-owned facilities and improvements. XXIII. REVERSION OF ASSETS —24 C.F.R. § 570.505. A. Any real property under the Agency's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 must either be: 1. Used to meet one of the national objectives set forth in 24 C.F.R. § 570.208 of the CDBG regulations until five(5)years after expiration of the Contract,or such longer period of time as determined by the City.For Acquisition or improvement of real property projects,the Agency and the City shall execute a Community Facility Covenant Agreement (attached as "Exhibit D"if applicable); or 2. Disposed of in a manner consistent with the requirements of 24 C.F.R. §570.505 resulting in the City being reimbursed in the amount of the current fair market value of the property, less any portion attributable to expenditures of non-CDBG funds for acquisition of,and improvements to,the property.Such reimbursement is not required after the period of time specified in Paragraph(A) above. XXIV. PROPERTY MANAGEMENT STANDARDS A. The Agency shall meet the following procedural requirements for all property acquired in whole or in part with CDBG funds: 1. Property records shall be maintained accurately and provide for a description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property;percentage of CDBG funds used in the purchase of property;and location,use,and condition of the property. 2. A physical inventory of property taken and the results of that inventory are reconciled with the property records at least once every two (2) years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to ensure adequate safeguards to prevent loss,damage,or theft of the property which shall be investigated and fully documented. B. The disposition of real property acquired in whole or in part with CDBG funds shall be at no less than its current appraised fair market value (or for a lease, at the current market value), except that such property may be disposed of for a lesser value,including by donation,if the disposition at the lesser value is for a use which qualifies under one of the criteria set forth in 24 C.F.R. § 570.208 for meeting the national objectives and is permissible under state and local law. Where the disposition is for a lesser value, the recipient shall maintain documentation that the use meets one of the national objectives pursuant to 24 C.F.R. § 570.208. XXV. ADDITIONAL LOCAL REQUIREMENTS A. Mortgaize 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. 2017 CDBG CAPITAL CONTRACT - 22 - 8/2017 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 Regelatiojis—In acquisition and construction projects,the Agency shall comply with all applicable City ordinances, codes, and regulations. D. Additional Public Information—For all construction projects, the Agency shall erect a sign to City specifications at the construction site,which identifies the source of funds,except that this requirement may be waived for construction projects of$5,000 or less. XXVI. SUBCONTRACTS AND PURCHASES A. Subcontract Defined. "Subcontract"shall mean any contract between the Agency and any entity or between two entities to perform activities within the Scope of this Contract, provided that the term "subcontract"does not include the purchase of(1) support services not related to the subject matter of this Contract, or(2) supplies. B. Approval Required. The Agency shall not subcontract any portion of this Contract without City approval. Said approval must be sought in writing by the Agency prior to executing a subcontract. The request for approval shall include Certification regarding Debarment and Suspension and verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall nevertheless continue in full force and effect.Any subcontract without prior approval shall be void and not reimbursable under this contract. C. Verification of Subcontractor's Eli gibiIity—24 C.F.R. § 5. The Agency shall maintain records documenting that the Agency, all subcontractors, and consultants have been determined not to be currently debarred, suspended,denied participation,or declared ineligible to participate in federal government funded programs.Verification of eligibility shall be accomplished by signing the Certification Regarding Debarment and Suspension, which is attached and incorporated as "Exhibit B." D. Procurement Requirements. In awarding contracts pursuant to this Contract, the Agency shall comply with all applicable requirements of local and state law for awarding contracts, including but not limited to procedures for competitive bidding, contractor's bonds, prevailing wages, and retained percentages(Chapter 60.28 RCW, Chapter 39.12 RCW,and Chapter 39.04 RCW).In addition,the Agency shall comply with the requirements of the U.S. Office of Management and Budget("OMB")Super Circular 2 C.F.R. § 200, relating to "Procurement Standards," and with Executive Order 11246 regarding nondiscrimination in bid conditions for projects over$10,000.Where federal standards differ from local or state standards,the stricter standards shall apply.If the Agency is a nonprofit corporation,it agrees to comply with procurement requirements specified in 24 C.F.R. § 84.40 through .48 or as otherwise provided in the Project Exhibits. The regulations at 24 C.F.R. § 85.36 (b) through (g) and 24 C.F.R. § 84.40 through .48, require that all goods and Services, irrespective of cost, be procured using a competitive process. F. Failure to Comply is Default. Failure by the Agency to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. 2017 CDBG CAPITAL CONTRACT - 23 - 8/2017 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. B. Agency Covcitiaiits. The Agency covenants that no officer, employee, consultant, elected or appointed official,or agent of the Agency who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract,herein, or any other person who exercises any functions or responsibilities in connection with the activities funded herein,shall have any personal financial interest, direct or indirect, in this Contract, either for themselves or those with whom they have business or immediate family ties,during their tenure or for one year thereafter.Any interest on the part of the Agency or its employees must be disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision. C. (=current agd 1-or-rncr City crnployecs. 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. 2017 CDBG CAPITAL CONTRACT -24 - 8/2017 B. Cortin cation R e and i rg 1_.obbyin .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. XXIX.EQUIPMENT PURCHASE, MAINTENANCE,AND OWNERSHIP A. Eguipmciit ms er $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 Eguiument.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. kilaintcnatice 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 E-quiprnent. If the Agency ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Agency wishes to dispose of such equipment,the disposition shall be determined under the provisions of 24 C.F.R. § 570.502(b)(3)(vi),if the Agency is a nonprofit corporation and 24 C.F.R. § 570.502(a) and 24 C.F.R. § 85.32(e) if the Agency is a municipal corporation or an agency of the State of Washington. The Agency agrees that it will contact the City for instructions prior to disposing of, surplusing, encumbering, or transferring ownership of any equipment purchased in whole or in part with federal funds. 2017 CDBG CAPITAL CONTRACT - 25 - 8/2017 XXX. NOTICES Whenever this Contract provides for notice to be provided by one Party to another,such notice shall be in writing; and directed to the Executive Officer of the Agency and Mayor of Federal Way. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three(3) days after the date of mailing. XXXI. PROPRIETARY RIGHTS The Parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein,all rights accruing from such material or article shall be the sole property of the Agency. The Agency agrees to and does hereby grant to the City, irrevocable, nonexclusive, and royalty-free license to reproduce,publish or otherwise use,and to authorize others to use, the work for governmental purposes, according to law, any material or article and use any method that may be developed as part of the Services under this Contract. The foregoing license shall not apply to existing training materials,consulting aids, checklists, and other materials and documents of the Agency,which are modified for use in the performance of this Contract. XXXII. CONTRACT AMENDMENTS Either party may request changes to this Contract. Proposed changes, which are mutually agreed upon, shall be incorporated by written amendments to this Contract. Budget revisions approved by the City pursuant to Section IV are not required to be incorporated by written amendment. XXXIII. ENTIRE CONTRACT/WAIVER OF DEFAULT The Parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded.Both Parties recognize that time is of the essence in the performance of the provisions of this Contract. Failure or delay of the City to declare any breach or default immediately upon occurrence,shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. XXXIV. MISCELLANEOUS PROVISIONS A. Severability. If any term or provision of this Contract or an application of any term or provision to any person or circumstance is invalid or unenforceable,the other terms or provisions of this Contract,or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. B. Cumulativ e Remedies.No provision of this Contract precludes the City from pursuing any other remedies for the Agency's failure to perform its obligations. C. No Third Party Rights. This Contract is for the benefit of the named Parties and the City of Federal Way only, and no other third party shall have any rights thereunder. XXXV. SUPPLANTING If the Agency is a nonprofit corporation providing Public Services under this Contract with CDBG funds and the Agency received non-federal funds from the City("local funds")to provide the same Services 2017 CDBG CAPITAL CONTRACT - 26 - 8/2017 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. Dru�;-free\Vorkpl ace Certifi cation.The Agency certifies that it is in compliance with the Drug- Free Workplace Act of 1988 (42 USC 701) and regulations set forth at 24 C.F.R. § 24, Subpart F. B. Other Feftral Requirements. The absence of mention in this Contract of any other federal requirements, which apply to the award, and/or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Agency activities. The Agency shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to: the Hatch Act(5 U.S.C. Chapter 15) regarding political activities. XXXVIII. CONSTITUTIONAL PROHIBITION Funds Not Used for Religious Purposes. In accordance with the First Amendment of the United States Constitution and Article 1, Section 11 of the Washington State Constitution,and separation of church and state principles, as a general rule, funds received under this Contract may not be used for religious activities. Except where otherwise allowed by Federal law,the following restrictions and limitations apply to the use of CDBG funds: A. An Agency may not engage in inherently religious activities, such as worship, religious instruction or proselytization, as part of the assistance funded under this Contract. If the Agency conducts religious activities,the activities must be offered separately,in time and location,from the assistance funded under this Contract, and participation must be voluntary for the beneficiaries of the assistance. B. In performing under this Contract, the Agency shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. XXXIX. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT OF 1996 Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 C.F.R. §§ 160 and 164. A. Obl igatioiis aix] Activities ofthe Aeeilcy. 1. The Agency agrees not to use or disclose protected health information other than as permitted or required by law. 2. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality,integrity,and availability of the protected health information that it 2017 CDBG CAPITAL CONTRACT - 27 - 8/2017 creates, receives, maintains, or transmits on behalf of the covered entity as required by 45 C.F.R. §164, Subpart C. 3. The Agency agrees to mitigate,to the extent practicable, any harmful effect that is known to the Agency of a use or disclosure of protected health information by the Agency in violation of the requirements of this Contract. 4. The Agency agrees to report to the City any use or disclosure of protected health information not allowed under this Contract, or security incident, within two days of the Agency's knowledge of such event. 5. The Agency agrees to ensure that any agent,including a subcontractor,to whom it provides protected health information received from, or created or received by the Agency on behalf of the City, agrees to the same restrictions and conditions that apply through this Contract to the Agency with respect to such information. 6. The Agency agrees to make available protected health information in accordance with 45 C.F.R. § 164.524. 7. The Agency agrees to make available protected health information for amendment and incorporate any amendments to protected health information in accordance with 45 C.F.R. § 164.526. 8. The Agency agrees to make available the information required to provide an accounting of disclosure in accordance with 45 C.F.R. §164.528. B. Effect of Termination. 1. Except as provided in paragraph 13.2. of this section, upon termination of this Contract, for any reason, the Agency shall return or destroy all protected health information received from the City, or created or received by the Agency on behalf of the City. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Agency. The Agency shall retain no copies of the protected health information. 2. In the event the Agency determines that returning or destroying the protected health information is infeasible,the Agency shall provide to the City notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible,the Agency shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Agency maintains such protected health information. XL. CONFIDENTIALITY The Agency agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. XLI. DEBARMENT AND SUSPENSION Agency certifies that,except as noted below,the firm, association,or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds;is not currently under suspension,debarment,voluntary exclusion,or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded. or determined ineligible by any federal 2017 CDBG CAPITAL CONTRACT - 28 - 8/2017 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"). XLII. GENERAL PROVISIONS A. Suc;Lessors X37 Iiltcrest. 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. CCgbt ons.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 maybe executed in any number of counterparts,which counterparts shall collectively constitute the entire Contract. F. Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Contract, this Contract may be rendered null and void at the City's option. G. Equal Opportunity to Draft. The Parties have participated and had an equal opportunity to participate in the drafting of this Contract and the Exhibits, if any, attached. No ambiguity shall be construed against any Party upon a claim that that Party drafted the ambiguous language. [Signature page follows] 2017 CDBG CAPITAL CONTRACT - 29 - 8/2017 IN WITNESS, the Parties execute this Contract below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: i Ji e , Mayors e ani C ey, C C, City Clerk DATE: '7 APPROVED AS TO FORM: L2r I^ J. Ryan Call, Rtyy Attorney FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED AND NEEDY: By: Printed Name: .�"t' •-��: Title: DATE: l { STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before Te l tx � .Y�� , to me known to be the \) i C Q, C4111,-�-- of K S��5w 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 h,• e► , 20��! N N C, rr w 4F�, ,� Notary's signature �- —� �A' ��,�°nr * �'�r,�f Notary's printed name 4 Vow ti'l� tAa i 1Ss p' - �� ` .#'� Notary Public in and for the State of Washington fI ,. \� s My commission expires `A t 2zt 2-1 2017 CI)i�(; A 4?NTRACT - 30 - 8/2017 rillrlrrr� "EXHIBIT A" PROJECT SCOPE OF SERVICES Pro ect No.: 2018/13 Start Date: September 1, 2019 Project Title: FUSION Transitional Housing 2018 End Date: September 30, 2020 4. Agency Contact Person: Robin O'Grady Termination Date: September 13, 2034 j E-mail: robin.ogrady@fusionfederalway.org Telephone: The Agency shall utilize City of Federal Way Community Development Block Grant funds to perform all the activities specified in this Exhibit beginning on September 1, 2019, and completing no later than September 30, 2020. Such services shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations, as are now in effect or may be hereafter amended. I. Project Summary A. Goal. The Agency shall acquire a single-family residence in the City of Federal Way to be used as transitional housing. B. Project Eligibility: 1. CDBG National Objective: Low/Mod Benefit(Family Size and Income); 24 CFR § 570.208(a)(2)(i)(B). 2. CDBG Eligible Activity: Acquisition; 24 CFR § 570.201(a). C. Work Statement. The Agency shall acquire and improve a single family residence in compliance with the Agency's application as approved by the City and any plans and/or specifications submitted to and approved by the City. The Agency shall perform this work substantially in accordance with this agreement. D. Records and Reports. The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions,resolutions, or minutes documenting Board or Council actions. 3. A copy of this Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable in accordance with OMB Super Circular 2 C.F.R. § 200. Such records include,but are not limited to: o For personnel costs, payroll time sheets for actual salary and fringe benefit costs. Time sheets must be signed by a supervisor and annotated to document percent of time charged against this project. Direct salaries and wages of employees chargeable to 2017 CDBG CAPITAL CONTRACT - 31 - 8/2017 more than one grant program or other cost objective(S) nitist be supported by time distribution records. Timesheets sllnulcl contain all after the f�ict cictertnination of the actual activity of each ernpfoyee and be annotated to document the t.inie charged to the project if Bail.., hours being paid for by the respective CDBG award are not noted. o For staff travel. documentation of mileage char<g;cs for private auto use must include: a) de,1117ation and starting location, and b)purpose of trip; and o For copy machine use,postage,telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. used to select vendors and subcontractors with 9. Documentation of the solicitation process original purchase orders and subcontracts. 10. Subcontractor Contracts including the provided Supplementary Conditions. 11. Documentation required by this Contract if any funds provided under this Scope are used to acct u i re equipment. 12.The Agency shall ensure that services provided with funding under this Contract are made available to Federal Way residents. 13.Documentation of client income. The ,�, ei�cy shall screen all clients served with funds provided under this Contract and maintain records documenting that at least 5l% of the total number of clients served do not have a ,gross annual family income in excess of the limits specified in the below Income Guidelines for Moderate Income Households (80°/a and below of median)with the applicable number of Persons Per Household. 14. Documentation of compliance with Davis Bacon, Labor and Industries, and all other applicable labor laws and regulations. The definition of family shall include all persons living in the same household who are related by birth,marriage, or adoption and includes dependent children living away from home. Adjusted grass income as defined by the Internal 1_'e cnue Service Form 1040 shall be used to determine persons? or households' income. The followiz,t, methods inay be cued to determine incosrtc eligibility: a) IRS income tax return: raved b the City; or b) Client income certification on a form app Y c) Documentation of qualification for participation in a"means-tested" federal or rictive as CDBG with regard to Income Guidelines. state program at least is rest 2017 CDBG CAPITAL CONTRACT - 32 - 8/2017 2019 HUD CDBG INCOME GUIDELINES King County,Washington Effective June 28,2019 30 lvlEDIAN 501%,'MFDIAti C011�' r=Ahlrr. ' !::\"rrtir_a1I:L.` TER COME VON 1 $23,250 $38,750 $61,800 2 $26,600 $44,300 $70,600 3 $29,900 $49,850 $79,450 4 $33,200 $55,350 $88,250 5 $35,900 $59,800 $95,350 6 $38,550 $64,250 $102,400 7 $41,200 $68,650 $109,450 8 $43,850 $73,100 $116,500 Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines, which will be provided by the City. Record Retention Period All records required by this Scope shall be retained by the Agency for the period of time specified in the Contract in Section VI. The period of time shall commence on January 1 of the year following the termination date. II. Project Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Scope shall not exceed One Hundred Fifty Thousand Dollars and 00/100 ($150,000.00). A. City of Federal Way Funds City of Federal Way Community $150,000.00 Development Block Grant Total City of Federal Way Funds: $150,000.00 B. Line Item Budget Personnel Services (detail below) Office or O crating Supplies Consultant or Purchased Services Construction Contracts Communications Travel and Training Other(s ecify below): Property Acquisition $150,000.00 Total City of Federal Way Funds. $150,000.00 2017 CDBG CAPITAL CONTRACT - 33 - 8/2017 III. Project Milestones Milestones Projected Completion Date Acquisition of Unit September 2019 Begin Renovation/Repairs October 2019 Complete Renovation/Repairs November 2019 Occupancy of Unit December 2019 IV. Acquisition and Renovation Requirements A. Acquisition A,ctiN ities: When using City funds to purchase property, the Agency shall follow sound standard business practices to ensure that public dollars are appropriately spent. At a minimum, the following steps shall be taken: 1. Obtain a Member of Appraisal Institute (MAI), Senior Residential Appraiser(SRA), or Residential Member(RM) appraisal which complies with the Uniform Standards of Professional Appraisal Practices. If the original appraisal exceeds $2,000,000 or involves income property, obtain a review appraisal. The City may waive the review appraisal requirement on a case-by- case basis; 2. Submit a copy of the appraisal (s) and purchase agreement to the City of Federal Way Community Services Division prior to requesting reimbursement for the cost of the real property acquisition; 3. Have the closing documents prepared by an attorney or escrow officer; 4. Review the Cost Settlement Statement before submitting costs to the City for reimbursement to ensure that all the following costs are eligible: recording fees, transfer taxes, documentation stamps, title certificates, other evidence of title, boundary surveys, penalty costs and charges for repayment of any preexisting recorded mortgage entered into in good faith encumbering the real property; and 5. Submit all required document for compliance with the Uniform Relocation Act. IV. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of persons with CDBG funds: 1"Quarter 2"d Quarter 3`d Quarter 4th Quarter Total in Year JAN.MARCH APRIL—JUNE JULY—SEPT. OCT.—DEC. 2019 No. of unduplicated Federal Way -persons assisted 0 0 0 2 2 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1St Quarter 2"d Quarter 3`d Quarter 4th Quarter Total in Year JAN.— APRIL—JUNE JULY—SEPT. OCT.—DEC. 2019 MARCH Bednights 0 0 0 1 60 60 2017 CDBG CAPITAL CONTRACT - 34 - 8/2017 C. Definition of Services Bednights: Nights of transitional housing provided to families with children. Bednights will be calculated per person. V. Reports, Invoicing and Reporting Schedule A. Reports. The Agency shall collect and report client information to the City quarterly and annually on forms provided by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of your outcome measure(s) annually on the Outcomes Report to be submitted at the end of the fourth quarter. City staff may waive specific Agency reporting requirements in writing. City staff may also require additional reports, as needed, to monitor of the program. B. Invoicing and Reporting Schedule. Forms shall be submitted no less frequently than quarterly and are due on the following dates, or within 10 days of notice to proceed, whichever is later. The Agency shall submit forms to the City in accordance with the following schedule: 3rd Quarter: October 15, 2019: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Project Accomplishment forms 4th Quarter: January 6, 2020: 1. Quarterly Project Accomplishment forms 2. Project Beneficiary Data/Project Funding Report Form 1 st Quarter: April 15, 2020: 1. Quarterly Project Accomplishment forms 2. Project Beneficiary Data/Project Funding Report Form 2nd Quarter: July 15, 2020: 1. Quarterly Project Accomplishment forms 2. Project Beneficiary Data/Project Funding Report Form 3rd Quarter: October 15, 2020: 1. Quarterly Project Accomplishment forms 2. Project Beneficiary Data/Project Funding Report Form The Agency shall submit invoices to the City on the most recent Reimbursement Request and reporting forms provided by the City. Such forms shall be signed by an authorized representative of the Agency. Invoices shall include copies of supporting documents. 2017 CDBG CAPITAL CONTRACT - 35 - 8/2017 Estimated Payments: 3rd Qtr $150,000.00 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly invoices shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Program Accomplishment Report. VI. Conditions of Funding The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the CDBG Allocation Process for the program year of this contract. VII. Public Information In all news releases and other public notices related to projects funded under this Contract, the Agency will include information identifying the source of funds as the Federal Way CDBG Program. VIII. Conflict of Interest The Agency covenants that no person who presently exercises any functions or responsibilities in connection with the Community Development Block Grant Program has any personal financial interest, direct or indirect, in this Contract. The Agency further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Agency further covenants that in the performance of this Contract, no person having any conflicting interest will be employed. Any interest on the part of the Agency or its employees must be disclosed to the City. 2017 CDBG CAPITAL CONTRACT - 36 - 8/2017 EXHIBIT B CERTIFICATION RE: DEBARMENT AND SUSPENSION SAM Search Results List of records matching your search for Functional Area: Entity Management Record Status: Active Entity Name: FUSION/Friends united 'EIS`; M, FUSION-FRIENDS UNITED TO SHELTER THE INDIGENT OPPR Status-. Active DUNS: 013333775 +4: CAGE Code: 6Z6H8 DoDAAC: Expiration Date: 02106/2020 Has Active Exclusion?: No Debt Subject to Offset?: No Address: 1505 S 356th St Ste 104 City: Federal Way State/Province: WASHINGTON ZIP Code: 98003-3513 Country: UNITED STATES 2017 CDBG CAPITAL CONTRACT - 37 - 8/2017 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way Community Services Division 33325 8"'Ave S Federal Way,WA 98003-6325 Attn: Joseph Adrian AFFORDABLE HOUSING COVENANT AGREEMENT Property Address: 2015 SW 318th Pl,Unit 513,Federal Way,WA 98023 Grantor(s): FUSION/Friends United to Shelter the Indigent, Oppressed and Needy Grantee: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description(abbreviated): Unit B, Bldg. 5, Tall Firs Condominium, Vol. 28,Pg. 92 Through 105. Complete Legal Description indicated below. Assessor's Tax Parcel ID#(s): 856110-0180-04 THIS AFFORDABLE HOUSING COVENANT AGREEMENT ("Covenant") is made as of September 16, 2019, by FUSION/Friends United to Shelter the Indigent, Oppressed and Needy ("Grantor") and is part of the consideration for the financial assistance provided by the City of Federal Way ("City"), pursuant to CDBG Capital Project Contract for the Acquisition of Transitional Housing, Agreement No. dated 20_ (the "Contract") for the acquisition and improvements necessary to the transition housing of families experiencing homelessness on real property(the "Property") legally described as follows: UNIT 5B, OF TALL FIRS CONDOMINIUM, A CONDOMINIUM, ACCORDING TO DECLARATION THEREOF RECORDED UNDER KING COUNTY RECORDING NUMBER 7902160931 AND AMENDMENTS THERETO RECORDED UNDER RECORDING NOS. 7908160870, 8101300556, 8105260606 AND 8106050825; SAID UNIT IS LOCATED ON SURVEY MAP AND PLANS FILED IN VOLUME 28 OF CONDOMINIUM PLATS, AT PAGES 92 THROUGH 105, IN KING COUNTY, WASHINGTON APPURTENANCES TO SAID UNIT INCLUDE AN UNDIVIDED .4467% INTEREST IN THE COMMON ELEMENTS, AND THE USE OF THE FOLLOWING LIMITED COMMON ELEMENTS: PARKING SPACE NO. 53 SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. This Covenant will be filed and recorded in the official public land records of King County, Washington and shall constitute a restriction upon the use of the Property, subject to and in accordance with the terms of this Covenant for fifteen (15) years of affordability ending September 16, 2034 (the "Affordability Period"). The covenants contained herein are to be taken and construed as covenants running with the land and shall pass to and be binding upon the Grantor, its successors and assigns, heirs, grantees, or lessees of the Property, beginning on the date of initial residential occupancy after the acquisition of the Property contemplated by the Contract. Each and every contract, deed, mortgage or other instrument covering or conveying the Property, or any portion thereof, shall be conclusively held to have been executed, delivered and accepted subject to such covenants, regardless of whether such covenants are set forth in such contract, deed, mortgage or other instruments. NOW THEREFORE, it is hereby covenanted during the Affordability Period as follows: 1. The single family residential bedroom condominium shall be rented to tenants with gross annual household incomes at the time of initial occupancy no higher than 80 (eighty) percent of the median income in King County, Washington adjusted for family size as estimated from time to time by the United States Department of Housing and Urban Development ("HUD"). If HUD ceases to provide such estimates of median income, then median income shall mean such comparable figure for King County, Washington published or reported by a federal, state, or local agency as the Department shall select. Rents charged to tenants may not exceed 30 (thirty) percent of the monthly income of the population being served. 2. The Grantor shall provide safe and sanitary housing, and shall comply with all Federal, State, and local housing codes, licensing requirements, and other requirements regarding the condition and the operation of the Property. 3. The Grantor shall keep any records and make any reports relating to compliance with this Covenant that the City may reasonably require. DEFAULT: If a violation of any of the foregoing covenants occurs, the City may, after thirty (30) days notice to the Grantor, and if applicable, its successors and assigns, heirs, grantees, or lessees of the Property, institute and prosecute any proceeding at law or in equity to abate, default the loan, prevent, or enjoin any such violation or to compel specific performance by the Grantor of its obligations hereunder; provided that the Grantor shall not be required by any provision herein to evict a residential tenant. No delay in enforcing the provisions hereof as to any breach or violation, shall impair, damage or waive the right of the City to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violations or any similar breach or violation hereof at any later time. 2 3/2017 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COVENANT, AND GRANTOR AGREES TO ITS TERMS. Grantor hereby executes this Covenant as of the 13 day GRANTOR: By: Printed Name: Title: ✓r C� L'h �*� �4,r. STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me [- vI j -to me known to be the ''i C-C-(']r^C K of _ .j �,•w 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 til 60!- , 20 ty Notary's signature ` otary's printed name y,`- N N � � 4 •� f ¢,,wn%,k),,,,1 �,� �1 ij Notary Public in an for the State of Washington. *s S-al �osti°"� �°''�, �r"r My commission expires 1z LI O ��Cq -ry�`WAS''', 3 3/2017 Fusi17 THS CERTIFICATE IS ISSUED AS ARTIER OF hFCkl_ T1DN ONLY AND CONVERS NO MOMS UruH THE CERTIFICATE HOLDER THIS CERIFW.AfE DOES NOT A REND,E)aENM D OR ALTER T HE COVERAGE AFFORDED BY THE POLICES BELOW.THS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A OWMACT BETMIEEN THE I SS'-'Ng INSURERM AUTHORIZED REDRE SE."I`AT IVE OR PRODUCER,AND THE CERT FICATE HOLDER_ IMPORTANT- I the hotter 6 at ADDITIONAL NE'�RED,the� )rmzt be fr StSRCvR4TPM IS 49f41VU37_aMd M ft NrRiS:W In n_! ,Trs or the poIL7.oerwin cc r r y aa7 mpire an erxkFsenient A x -i -t to dis a ri -,ate does not cacti ri¢ts tote r8affrve hotter a Neu aI such endarsemmcs)_ _ _-- ---------- 00% Clear Risk Solutkms Am rtan Aftemadi,e Insmnce Corporation,et aL 451 Namond Drhe Ephrata.WA 98823 AW CMOSLE 1.10SA I.ITY American Altematrve Irlsui ante UxporaWn, et al. L�4SLd�Q PROPERTY Fusion American Afternadve hnullarice Corporation,et al. PO Box 23934 MISCELLANEOUS PROF-E-S %CkWAL LiABIUTY Federal Way.WA 98093 Princeton Emeess and Surplus Lines Insurance Company THIS 15 TO CERTIFY H-AT THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED_ NOT WITHSTANDING ANY REOUIREMENT. TERN OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN_ THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ExCLUSIDNS AND CONDITIONS OF SUCH POLICES_ LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAD CLAARS_ Ii1T_1CYE PC1IICY E7[P ATE COMMERCIAL GENERAL LIABILITY NI-A-2-RL-00"1309 061 IMS 06612020 PER OCCURRENCE OCCURRENCE FORM PER VE-f&ER AGGREGATE 570,000; INCLUDES STOP GAP PRODUCT-CO UPIQP 55.00O.c�7t] PERSONAL i ADN_INJURY 35.OQO'ow (LIABLQY IS SUBJECT TO A 550.000 SR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $5ROM000 ANY AUTO N1-A2-RL4)D00013409 06101/2018 0610if2020 CCoMB&ED SINGLE LAW �5 DDD.000 0WI-DY IS SUBJECT TO A 550 000 SR PAYABLE FROM PROGRAM FLW5) ANNUAL POOL AGGREGATE NONE k NI-AZ-RL4)000013409 0610112418 O6R1f102d ALL RM PER OCC EXCL EO a FL 575.000,000 EARTHQUAKE PER OCC S1,000.000 FLOOD PER OCC S1.000,ox (PROPERTY IS SUBJEC-- I.)D4 SR PAYABLE FROM PROGRAM FUNDS) ANINLUAL POOL AGGREGATE NONE N1-A3-R M0060-I19 0610VM8 061011.1020 PERCL41Nl S5.000.0w IUAB&HY ISSUBJECT TO A ,50.000 SR PAYABLE FROM PROGRAM FUkIDS s ANNUAL POOL AGGREGATE $40.000.000 - _- 7LOCATIDUSTVEWLES Regarding Community Devejoptrrent Grant fins to ptrdukse 2615 SW 318th PL.#5$.Federal Way,WA 98W23.The Cir of Federal Way is named as Addional insuaed regarding ttrese grant funds orty and is srbjed to policy terms,conncfiWns. and exckr4oas_Additiinnal Insured endorsement is attached_NPIP retaned knit is primary and non-c ontrihutory- CAANCELLATWN SHOULD ANY OF THE ABOVE DESCR13ED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE VIAL BE DELIVERED IN ACCORDANCE WTTH THE POU CY PRGV15IDMS_ Atm Sar fi 4 ei Ord C,t"r-,f Fe,4eraj Way 3332_�,8'�i wve S. 1-e—� erai'.%'a'y WA 98003 3551343 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED—DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program (NPIP) Policy Number Endorsement Effective N1-A2-RL-0000013-09 6/1/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above. Schedule Person or Organization(Additional Insured): As Per Schedule on file with Clear Risk Solutions,Underwriting Administrator Attn:Sarah Bridgeford City of Federal Way 33325 8th Ave S. Federal Way,WA 98003 Regarding Community Development Grant funds to purchase 2015 SW 318th PL.#5-B,Federal Way,WA 98023.The City of Federal Way is named as Additional Insured regarding these grant funds only and is subject to policy terms,conditions,and exclusions.Additional Insured endorsement is attached.NPIP retained limit is primary and non-contributory. A. With respects to the General Liability Coverage Part only,the definition of Insured in the Liability Conditions,Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule.Such Person or Organization is an Insured only with respect to liability for Bodily Injury,Property Damage,or Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations;or 2. In connection with your premises owned or rented to you. B. The Li mits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract or written agreement;or 2. Declarations for this policy, whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. RL 2163 12/12 Page 1 of 1 3551344 Executive Board Executive Director Our Mission: Robin O'Grady To provide housing and support services to the homeless Chair in our comtnunirn so then will have a safe,secure environment Byron Hiller as they work toward self sufciencv. Vice Chair David Harrison The undersigned officers for the Board of Directors for Fusion do Secretary Kathy Gendron appoint David Harrison, Vice Chair of the Board for Fusion, as the Treasurer authorized signer for all documents and contracts regarding the Paula Freeman purchase of the property located at: Past Chair Bob Wroblewski 2015 318th Ave SW Unit 513, Federal Way, WA 98023 Board of Directors Commonly known as the Tall Firs condominium. Shirley Ayers y� Anita Beninger Carl Buehring p I Thomas Cameron 11.`, l Pat Chesebro Andrea Hogan Byron Hiller, Board Chair date Sandy Huggins Peggy LaPorte Cindy Piennett Ken Schiewetz Phil Wamba Paula Freeman, Treasurer date Kathy Ward Advisory Council Kristen Borsness Jennifer Dunn Kathy Gendro,h, Secretary date Hope Elder D:nr= G n I _Ini� (� i Jerry Korum �lJ�✓��111 Vi,Vept L Dennis LaPorte Bob Wroblewski, Past Chair date Rebecca Laszlo Jack Stanford Anissa Stella Pete von Reichbauer P.O.Box 23934,Federal Way, WA 98093-0934 Telephone:253-874-1257 www.fusionfederalivay.org FUSION is a non profit organization under section 501(c)(3)of the Internal Revenue Code IRS Federal Identification 01-0814641 -2- FUSION FRIENDS UNITED TO SHELTER funds will be used for section 501(c) (3) purposes. If you distribute funds to individuals, you should keep case histories showing the recipient's name and address; the purpose of the award; the manner of selection; and the relationship of the recipient to any of your officers, directors, trustees, members, or major contributors_ Sincerely,, Lois v. Lerner Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c) (3) Form 872-C Letter 1045 (DO/CG) 1� AN liffpagnp l arities Filing System ORGANIZATION INFORMATION Organization Name: FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED ANDNEEDY Registration Number: 1120737 Purpose/Mission of the Organization: To provide housing and support services to the homeless in our community so they will have a saf e, secure environment as they work toward self sufficiency. FEIN Number: 010814641 Federal Tax Exempt Status: Yes Federal Status Type: 501(c)(3) UBI Number: 602 388 063 Is this Charitable Organization associated with any Corporation or LLC? Yes Jurisdiction: WASHINGTON Status: Active Renewal Date: 11/30/2019 CONTACT INFORMATION Organization Email: INFO@FUSIONFEDERALWAY.ORG Is Foreign Contact: No Country Code: 1 Mailing Address: PO BOX 23934, FEDERAL WAY,WA, 98093-0934, UNITED STATES Street Address: 5162 SW 311TH PL, KING COUNTY, FEDERAL WAY,WA, 98023-2029, UNITED STATES Do you use any other addresses for Solicitation: No Organization Website: WWW.FUSION FEDERALWAY.ORG Phone Number: 2538741257 Ext: FINANCIAL INFORMATION Has Organization completed a full accounting year?-Yes Accounting Year Beginning Date: 01/01/2017 Accounting Year Ending Date: 12/31/2017 Beginning Gross Assets $2,387,462.00 REVENUE Gross Contributions from Solicitations $57,336.00 Gross Revenue from All Other sources : $603,030.00 Total Dollar'Value of Gross Receipts $660,366.00 EXPENSES Gross Expenditures from Program Services $241,966.00 Total Gross from All Expenditures $475,265.00 ASSETS Ending Gross Assets $3,506,627.00 SOLICITATION COMMENTS Comments: PERCENT TO PROGRAM SERVICES Percent to Program Services 50% FINANCIAL HISTORY Fiscal Fiscal End Begin Assets Revenue Program Expenses End Asset, Begin Date Date Services 01/01/2017 12/31/2017 $2,387,462.00 $660,366.00 $241,966.00 $475,265.00 $3,506,627.0( 01/01/2016 12/31/2016 $1,984,112.00 $650,977.00 $226,500.00 $411,012.00 $2,387,462.0( 01/01/2015 12/31/2015 $1,932,640.00 $444,469.00 $240,897.00 $384,265.00 $1,984,112.0( 01/01/2014 12/31/2014 $1,775,899.00 $448,519.00 $209,755.00 $300,546.00 $1,932,640.0( 01/01/2013 12/31/2013 $1,552,577.00 $261,563.00 $203,693.00 $235,122.00 $1,778,045.01 01/01/2012 12/31/2012 $1,526,253.00 $241,836.00 $197,483.00 $212,855.00 $1,552,577.0( 01/01/2011 12/31/2011 $1,491,548.00 $227,459.00 $177,510.00 $193,010.00 $1,526,253.0( 01/01/2010 12/31/2010 $1,378,073.00 $183,378.00 $180,000.00 $205,247.00 $1,491,548.0( 01/01/2009 12/31/2009 $1,423,869.00 $141,381.00 $147,865.00 $185,252.00 $1,378,073.0( 01/01/2008 12/31/2008 $936,828.00 $235,612.00 $105,026.00 $129,522.00 $1,423,869.01 01/01/2007 12/31/2007 $725,353.00 $188,944.00 $93,827.00 $117,353.00 $936,828.01 01/01/2006 12/31/2006 $738,610.00 $149,407.00 $87,824.00 $111,198.00 $725,353.0( 01/01/2005 12/31/2005 $708,715.00 $138,753.00 $70,611.00 $108,858.00 $738,610.01 01A01/2004 12/31/2004 $698,559.00 $186,424.00 $136,550.00 $168,936.00 $516,292.0( 01/01/2003 12/31/2003 $487,469.00 $211,090.00 $68,279.00 $97,605.00 $698,559.01 01/01/2002 12/31/2002 $0.00 $139,199.00 $105,341.00 $106,702.00 $0.0( DID THE ORGANIZATION SOLICIT OR COLLECT CONTRIBUTIONS IN WA DURING THE ACCOUNTING YEAR REPORTED? Solicit or collect contributions: Yes Contributions in WA: Direct Mail, Email, Entertainment/Special Events, Personal Contact IS THE ORGANIZATION REGISTERED TO FUNDRAISE OUTSIDE OF WA? Is the organization registered to fundraise outside of WA: No Fundraise outside of WA: EMPLOYEES RECEIVING THE GREATEST COMPENSATION Does the Organization pay any of its officers or employees?- No PERSONS ACCEPTING RESPONSIBILITY Current Officers or Persons Accepting Responsibility for the Organization Fi rst Name Last Name Title Phone# Address BYRON HILLER PRESIDENT 2067182715 539 SW 336TH ST, FEDERAL WAY, WA, 98023-8308, UNITED STATES DAVID HARRISON VICE PRESIDENT 2069305988 PO BOX 23508, AUBURN, WA, 98093-0508, UNITED STATES KATHY GENDRON SECRETARY 2533326300 1911 24TH AVENUE CT, MILTON, WA, 98354-9074, UNITED STATES PAULA FREEMAN TREASURER 2536775548 PO BOX 23508, FEDERAL WAY, WA, 98093-0508, UNITED STATES PEGGY LAPORTE FOUNDER 2539271904 5162 SW 311TH PL, FEDERAL WAY, WA, 98023-2029, UNITED STATES PHIL WAMBA FOUNDER/HOUSING 2535179989 32225 22ND AVE SW, FEDERAL COORDINATOR WAY,WA, 98023-2555, UNITED STATES First Name Last Name Title Phone# Address SHIRLEY AYERS OFFICE MANAGER 2539410820 308 SW 295TH PL, FEDERAL WAY, WA, 98023-3543, UNITED STATES ANITA BENINGER MEMBER AT LARGE/ 2539273206 5315 VARCO RD NE, TACOMA, PUBLIC RELATIONS WA, 98422-1811, UNITED STATES THOMAS CAMERON VOLUNTEER 5104681400 4809 SLAYDEN RD NE, COORDINATOR TACOMA, WA, 98422-1858, UNITED STATES PAT CHESEBRO HOUSING 2539522831 1114 51 ST ST NE, TACOMA, WA, COORDINATOR 98422-1103, UNITED STATES ANDREA HOGAN MEMBER AT LARGE 2538912434 18016 104TH ST E, BONNEY LAKE, WA, 98391-5104, UNITED STATES SANDY HUGGINS FUND DEVELOPMENT 2538744641 32869 40TH CT SW, FEDERAL WAY, WA, 98023-2623, UNITED STATES CINDY PIENNETT MEMBER AT 2537779864 278 SW 297TH ST, FEDERAL LARGE/BUSINESS WAY, WA, 98023-3551, UNITED COMPLIANCE STATES BOB WROBLEWSKI PAST PRESIDENT 2538745205 31826 48TH CIR SW, FEDERAL WAY,WA, 98023-4129, UNITED STATES FINANCIAL PREPARER Full Name: PAUL FREEMAN Business Name: FUSION Title: TREASURER Mailing Address: PO BOX 23508, FEDERAL WAY, WA, 98093-0508, UNITED STATES LEGAL INFORMATION Do you Dave any Legal Actions? - No COMMERCIAL FUNDRAISER Is Commercial Fundraiser: No Back Filing; History Name Histnry Print Return to Organization Search RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way 33325 8`'Ave S Federal Way,WA 98003-6325 Attn: Sarah Bridgeford DEED OF TRUST Property Address: 2015 SW 318th Pl,Unit 513, Federal Way, WA 98023 Grantor(s): FUSION/Friends United to Shelter the Indigent, Oppressed and Needy Beneficiary: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description(abbreviated): Unit B, Bldg. 5, Tall Firs Condominium,Vol. 28, Pg. 92 Through 105. Complete Legal Description indicated below. Assessor's Tax Parcel ID#(s): 856110-0180-04 THIS DEED OF TRUST is dated September 13, 2019, between FUSION/Friends United to Shelter the Indigent, Oppressed and Needy, ("Grantor"), whose address Is 2015 SW 318"' P1, Unit 5B, Federal Way, WA 98023; CITY OF FEDERAL WAY, whose address is 33325 8`h Ave S, Federal Way, WA 98003 (referred to below as "Lender"); and. First American Title Insurance. Company, whose mailing address is 33600 6th Ave S Suite 105, Federal Way, WA 98003 (referred to below as "Trustee"). 1. CONVEYANCE AND GRANT. For valuable consideration, Grantor irrevocably grants, bargains, sells and conveys to Trustee in trust, with power of sale and for the benefit of Lender as Lender, all of Grantor's estate, rights, title and interest, now owned or hereafter acquired, in and to the following real property located at 2015 SW 318"Pl,Unit 513, Federal Way, WA 98023 in King County, Washington, and legally described below, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch and irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters (collectively "Real Property"). 1 3/2017 The Real Property legal description is: UNIT 513, OF TALL FIRS CONDOMINIUM, A CONDOMINIUM, ACCORDING TO DECLARATION THEREOF RECORDED UNDER KING COUNTY RECORDING NUMBER 7902160931 AND AMENDMENTS THERETO RECORDED UNDER RECORDING NOS. 7908160870, 8101300556, 8105260606 AND 8106050825; SAID UNIT IS LOCATED ON SURVEY MAP AND PLANS FILED IN VOLUME 28 OF CONDOMINIUM PLATS, AT PAGES 92 THROUGH 105, IN KING COUNTY, WASHINGTON APPURTENANCES TO SAID UNIT INCLUDE AN UNDIVIDED .4467% INTEREST IN THE COMMON ELEMENTS, AND THE USE OF THE FOLLOWING LIMITED COMMON ELEMENTS: PARKING SPACE NO. 53 SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. 2. DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. • Deed of Trust means this Deed of Trust among Grantor, Lender, and Trustee. • Grantor means any and all persons and entities executing this Deed of Trust, including without limitation FUSION/Friends United to Shelter the Indigent, Oppressed and Needy. • Improvements means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. • Indebtedness means indebtedness of Grantor to Lender, including all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Trustee or Lender to enforce obligations of Grantor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. The word "Indebtedness" also includes all renewals, modifications, extensions, future advances or increases in the amount of the Note. • Lender means the City of Federal Way, its successors and assigns. • Note means the Promissory Note dated, September 13, 2019, in the original principal amount of $150,000.00 from Grantor to Lender, together with all renewals, extensions, modifications,refinancing, and substitutions for this Note. • Property means collectively the Real Property. • Real Property means the property, interests and rights described above in the "Conveyance and Grant" section. • Related Documents means and includes without limitation the CDBG Capital Project Contract for the Acquisition of Transitional Housing; all related Project Exhibits; all 2 3/2017 promissory notes; all CDBG capital project proposals, applications and disclosures; any affordability covenants, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. • Trustee means First American Title Insurance Company and any substitute or successor trustees. THIS DEED OF TRUST IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THE AFFORDABILITY COVENANT, THIS DEED OF TRUST AND OTHER RELATED LOAN DOCUMENTS. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. 3. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust, and the Related Documents. 4. FORBEARANCE BY LENDER NOT A WAIVER. Extension of the time for payment or modification of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Grantor shall not operate to release the liability of the original Grantor or Grantor's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify the sums secured by this Deed of Trust by reason of any demand made by the original Grantor or Grantor's successors of interest. Any forbearance by Lender in exercising any right or remedy as provided in the Note or otherwise shall not be a waiver of or preclude the exercise of any right or remedy. 5. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: 5.1 Possession and Use. Grantor shall acquire and improve the Property as transitional housing for families experiencing homelessness within 30 days after the execution of this Deed of Trust. The Grantor acknowledges that this Property is subject to certain land use and occupancy requirements. 5.2 Duty to Maintain. Grantor shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. 5.3 Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property outside of the scope of the Project without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. 5.4 Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interest and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of 3 3/2017 Trust. Lender shall give Grantor notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 5.5 Forfeiture Action. Grantor shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in the forfeiture of the Property or otherwise materially impair the lien credited by this Deed of Trust. Grantor may cure such a default and reinstate, as provided in paragraph 13.11, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Grantor's interest in the Property or other material impairment of the lien created by this Deed of Trust. 5.6 False Application. Grantor shall be in default if Grantor, during the application process or during the period governed by the CDBG Capital Project Contract, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning Grantor's use of the Property as transitional housing of families experiencing homelessness. 5.7 Hazardous Substances. Grantor shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Grantor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. 5.8 Environmental Cleanup. Grantor shall promptly comply with all statutes, regulations, and ordinances which apply to Grantor or to the Property and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction which Grantor is bound by, relating to the use, collection, storage, treatment, control, removal or cleanup of hazardous or toxic substances in, on or under the Property or in, on or under any adjacent property that becomes contaminated with hazardous or toxic substances as a result of construction, operations or other activities on, or the contamination of, the Property, at Grantor's expense. Lender may, but is not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest as Lender; and whether or not Grantor has actual knowledge of the existence of hazardous or toxic substances in, on or under the Property or any adjacent property as of the date hereof, Grantor shall reimburse Lender prior to Lender acquiring title to the Property through foreclosure or deed in lieu of foreclosure, in connection with such compliance activities. 5.9 Duty to Protect. Grantor agrees to prevent the Property from becoming abandoned or from leaving the Property unattended. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property as Grantor's transitional housing are reasonable necessary to protect and preserve the Property. 5.10 Agricultural Use. Grantor agrees that the Property is not used principally or primarily for agricultural or farming purposes. 6. SALE OR TRANSFER. The following provisions relating to the sale or transfer of the Property are a part of this Deed of Trust. 4 3/2017 6.1 Transfer of Property. If the Property or any part thereof, or any interest of the Grantor therein, is sold, leased or otherwise transferred, including any voluntary or involuntary transfer, excluding however the creation of a lien or encumbrance on the property subordinate to the Deed of Trust, then Lender may declare all sums secured by the Deed of Trust immediately due and payable. This provision shall apply to each and every sale, transfer, conveyance or encumbrance, regardless of whether or not Lender has consented or waived its rights, whether by action or inaction, in connection with any previous sale, transfer, conveyance or encumbrance, whether one or more. 6.2 Grantor Notice. If Lender exercises this option, Lender shall give Grantor and any Senior Lien Holder(s) prior written notice of acceleration. This notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Grantor must pay all sums secured by this Deed of Trust. If Grantor fails to pay these sums prior to the expiration of this period, Lender may invoke any remedy permitted by this Deed of Trust without further notice or demand on Grantor. 6.3 Senior Lien Holder(s) Notice. Notwithstanding Lender's right to invoke any remedy hereunder, Lender agrees that is will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedy hereunder until it has given any Senior Lien Holder(s) at least 60 days' prior written notice. 7. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. 7.1 Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. 7.1 Evidence of Payment. Grantor shall, upon demand, furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the property. 7.2 Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien,materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will, upon request of Lender, furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. 8. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. 8.1 Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurance value covering all Improvements on the Real Property in an amount sufficient to avoid 5 3/2017 application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form reasonably satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency (FEMA) as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. 8.2 Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $5,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen(15) days of the casualty. Upon the election of Lender, Lender may receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner reasonably satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid without interest to Grantor as Grantor's interest may appear. 8.3 Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of; and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property. 8.4 Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser reasonably satisfactory to Lender determine the cash value replacement cost of the Property. 9. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be 6 3/2017 payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either(i) the term of any applicable insurance policy or (ii) the remaining terms of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 10. COMPLIANCE WITH LAWS. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. 11. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust. 11.1 Application of Net Proceeds. If all and any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by the Trustee or Lender in connection with the condemnation, and subject to the terms of the First Mortgage or Deed of Trust. 11.2 Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice all at Grantor's expense, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. 11.3 Abandonment. If the Property is abandoned by Grantor, or if, after notice by Lender to Grantor that the condemner offers to make an award or settle a claim for damages, Grantor fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the proceeds, at its option, either to restoration or repair of the Property or to the sums security by this Deed of trust, whether or not then due. 12. DEFAULT. Each of the following, at the option of the Lender shall constitute an event of default ("Event of Default") under this Deed of Trust: 12.1 Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness or failure to perform any material obligation under the Note. 7 3/2017 12.2 Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent failing of or to effect discharge of any lien. 12.3 False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Deed of Trust, the Note or any CDBG Capital Project Contract proposal, application or disclosure document is false or misleading in any material respect, either now or at the time made or furnished. 12.4 Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. 12.5 Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or forfeiture proceeding, provided that Grantor give Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 12.6 Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender, including but not limited to the Note, that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. 13. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: 13.1 Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable. 13.2 Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to exercise its power of sale and to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 13.3 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate,the Property preceding or pending foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 8 3/2017 13.4 Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall at Lender's option either (a) pay a reasonable rental for the use of the Property, or(b) vacate the Property immediately upon the demand of Lender. 13.5 Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. 13.6 Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Property or of the time after which any private sale or other intended disposition of the Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. 13.7 Sale of Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. 13.8 Waiver, Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust after failure of Grantor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. 13.9 Attorney's Fees, Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorney's fees at trial on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of expenditure until .repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorney's fees whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. 13.10 Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this Section. 9 3/2017 13.11 Grantor's Right to Reinstate. If Grantor meets certain conditions, Grantor shall have the right to have enforcement of this Deed of Trust discontinued at any time prior to the earlier of(a) five (5) days, or such other period as applicable law may specify for reinstatement, before sale of the Property pursuant to any power of sale contained in this Deed of Trust; or (b) entry of a judgment enforcing this Deed of Trust. Those conditions are that the Grantor: (a) pays Lender all sums which then would be due under this Deed of Trust and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Deed of Trust, including, but not limited to, reasonable attorney's fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's rights in the Property and Grantor's obligation to pay the sums secured by this Deed of Trust shall continue unchanged. Upon reinstatement by Grantor, this Deed of trust and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under paragraph 5. 14. POWERS AND OBLIGATIONS OF THE TRUSTEE. The following provisions relating to the powers and obligation of Trustee (pursuant to Lender's instructions) are part of this Deed of Trust. 14.1 Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b)join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. 14.2 Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless required by applicable law, or unless the action or proceeding is brought by Trustee. 14.3 Trustee. Trustee shall meet all qualifications required for trustee under applicable law. In addition to the rights and remedies set forth above with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 14.4 Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder for the County in which the Real Property is located. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 15. NOTICES TO GRANTOR AND OTHER PARTIES. Subject to applicable law, and except for notice required or allowed by law to be given in another manner, any notice under this 10 3/2017 Deed of Trust shall be in writing, may be sent by facsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust-shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Nothing contained in this Section 15, shall be interpreted or construed as consent of Lender to Grantor's change of residence or a waiver of Grantor's promise and obligation to occupy of the Property. 16. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: 16.1 Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire and final understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties should be to be charged or bound by the alteration or amendment. 16.2 Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of Washington. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of Washington. 16.3 Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. 16.4 Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. 16.5 Successors and Assigns Sound; Joint and Several Liability; Co-signers. The covenants and agreements of this Deed of Trust shall bind and benefit the successors and assigns of Lender and Grantor, subject to the provisions of paragraph 6. Grantor's covenants and agreements shall be joint and several. Any Grantor who co-signs this Deed of Trust, but does not execute the Note: (a) is co-signing this Deed of Trust only to mortgage, grant and convey the Grantor's interest in the Property under the terms of this deed of Trust; (b) is not personally obligated to pay the sums secured by this Deed of Trust; and (c) agrees that Lenders and any other Grantor may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Deed of Trust or the Note without the Grantor's consent. All obligations of Grantor under this Deed of Trust shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each of the persons signing below is responsible for all obligations in this Deed of Trust. 16.6 Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of 11 3/2017 enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. 16.7 Successor and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. 16.8 Grantor's Copy. Grantor shall be given a copy of the Note, Affordability Covenant and of this Deed of Trust. 16.9 Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. 16.10 Applicability. This Deed of Trust applies to, insures to the benefit of, and is binding not only on the parties hereto, but on their heirs, devisees, legatees, administrators, executors, successors and assigns. The term Lender shall mean the hold and owner of the Note secured hereby, whether or not named as Lender herein. 12 3/2017 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS. Grantor hereby executes this Deed of Trust as of the L'� day of ,20_L�_. GRANTOR: By: Printed Name: Title: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) c On this day personally appeared before me � � �Sfh� to me known to be the 1, \.0 -- C of 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 201 Notary's signature cc, 11Wotary ' 's printed name �=y+�.�a'DZ-` ++�,,'�� y� Notary Public in and for the State of Washington �,\Iana y,�+rLn My commission-expires Z-fir 12A �d/Vl0+ 't A ail+iO,�.. 13 3/2017 CITY OF CITY HALL edera ■ ■ 33325 8th Avenue South Fay ■Y■19l■ Federal Way,WA 98003-6325 r (253)835-7000 www atWffederalway com PROMISSORY NOTE City of Federal Way—CDBG Capital Project Contract FUSION TRANSITIONAL HOUSING LENDER: City of Federal Way, a Municipal corporation 33325 8thAvenue South Federal Way, WA 98003 BORROWER: FUSION/Friends United to Shelter the Indigent, Oppressed and Needy PO Box 23934 Federal Way, WA 98093-0934 PROPERTY 2015 SW 318th Pl, Unit 513, ADDRESS: Federal Way, WA 98023 PRINCIPAL AMOUNT: $150,000.00 LOAN DATE: September 13, 2019 DUE DATE: The earlier of"Default Date" or September 13, 2034 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 acquire and improve real property(the "Property") to provide transitional housing for transitional housing for families experiencing homelessness. The program is funded by CDBG fiends 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 PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page I CITY OF CITY HALL Federal W 33325 8th Avenue South Federal Way,WA 98003-6325 omw��/ (253)835-7000 www cityoffederalway com Twelve Percent (12%) per annum or the highest rate allowed by applicable law, whichever is less. 4. Payments. No payments will be required to be made on the Principal Amount unless or until a Default occurs. In the event of Default, the entire unpaid balance of the Principal Amount as of 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 of 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. PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 2 CITY OF CITY HALL Federal Vila 33325 8th Avenue South Federal Way,WA 980038003 -6325 (253)835-7000 www ciryoffederalway com 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. 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 PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 3 CITY OF CITY HALL Fe d e ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www cityoKederalway com 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. 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 3/2017 CDBG CAPITAL PROJECT Page 4 CITY OF CITY HALL Federal �� 33325 8th Avenue South Federal Way,WA 980038003 -6325 (253)835-7000 www ct,"ffederalway com Agreed to and accepted by: LENDER: Cl F FEDERAL WAY: ATTEST: 4Sterrell, Mayor ni urtney, CM(j, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney BORROWER: FUSION/FRIENDS UNITED TO SHELTER THE INDIGENT, OPPRESSED AND NEEDY By: Printed Name: l� • / :d., Title: !moi C��•— rte v-, STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me � tl�G� ��, , tome known to be the \I�-C L Q2,�, of FUSION/Friends United to Shelter the Indigent, Oppressed and Needy 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 'l'1�� ' , 2d' . ¢�yt14 N N C4$it, Notary's signature soN` '"�,,, �atary"sprinted name - o — �_" Notary Public in and for the State of Washington. - � til s" - • - 1V1 commission expires �� 0 •`A I rf / 111 OF WASV''X '! 1N►trrrr PROMISSORY NOTE 3/2017 CDBG CAPITAL PROJECT Page 5