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AG 19-205 - Orion Industries
RETURN TO: Joseph Adriano EXT: 2650 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/CS 2. ORIGINATING STAFF PERSON: Joseph Adriano EXT: 2650 3. DATE REQ.BY:8/26/19 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 19 HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: Employment Services 6. NAME OF CONTRACTOR: Orion Industries ADDRESS: 1590A Street NE,Auburn,WA 98002 TELEPHONE 253-6661-7805 E-MAIL:kathy.powers@orionworks.org FAX:253-661-7846 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES © COMPENSATION 11 INSURANCE REQUIREMENTS/CERTIFICATE O ALL OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/02/2019 COMPLETION DATE: 12/31/2019 9. TOTAL COMPENSATION$10,000.00 (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 IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES ®NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 119-7300-961-514-60-442 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: r 2/(� `�7 COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING q`/ J 9 / 1 El SENT TO VENDOR/CONTRACTOR DATE SENT: DATE RECD: ❑ 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 - LAW-eLAW DEPARTMENT j v a.+ ulq L►SSIGNATORY(MAYOR OR DIRECTOR) t1j4jg,7 , o CITY CLERK lvhf) 10,11111,q ZASSIGNED AG# AG# 'SIGNED C+M-'RETURNED DATE SENT: O�A��3�� COMMENTS: 2/2017 ` CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,VVA 98003-6325 (253) 835-7000 w_dlyotlelai,itraycoin CDBG PUBLIC SERVICES CONTRACT FOR ORION INDUSTRIES - EMPLOYMENT SERVICES This Community Development Block Grant ("CDBG") Human Services Contract ("Contract") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Orion Industries, a Washington public benefit corporation ("Agency"). The City and Agency (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Contract: ORION INDUSTRIES: CITY OF FEDERAL WAY: Kathy Powers Joseph Adriano 1590 A Street NE 33325 8th Avenue South Auburn, WA 98002 Federal Way, WA 98003-6325 (253) 661-7805 (telephone) (253) 835-2651 (telephone) kathy.powers@orionworks.org Joseph.adriano@cityoffedcralway.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: 2019 CDBG PUBLIC SERVICES CONTRACT - 1 - 8/2017 CITY OF CITY HALL E 33325 8th Avenue South �� Fed L` 4 `'JJa�/ Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.corn INDEX TO CONTRACT SECTIONS I. Scope of Contract XIX. Political Activity Prohibited II. Duration of Contract XX. Faith-Based Activities III. Compensation and Method of Payment XXI. Equipment Purchase, Maintenance, and IV. Budget Ownership V. Internal Control and Accounting System XXII. Notices Vl. Maintenance of Records XXIII. Proprietary Rights VII. Monitoring and Reporting Requirements XXIV. Contract Amendments VIII. Evaluations and Inspections XXV. Entire Contract/Waiver of Default IX. Corrective Action XXVI. Miscellaneous Provisions X. Assignment XXVII. Supplanting XI. Termination XXVIII. Attorney's Fees & Costs XII. Future Support XXIX. Drug-Free Workplace Certification and XIII. Hold Harmless and Indemnification Other Federal Requirements XIV. Insurance Requirements XXX. Compliance with Health Insurance XV. Nondiscrimination and Equal Employment Portability Accountability Act of 1996 Opportunity (HIPAA) XVI. Section 504 and Americans with XXXI. Confidentiality Disabilities Act XXXII. Debarment and Suspension XVII. Subcontracts and Purchases XXXIII. General Provisions XVIII. Conflict of Interest L 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 Program 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 Public Services Contract for 2019 CDBG Funds including the 2019 CDBG Program Scope of Services "Exhibit A"; the federal, state, and local program requirements; and each and every program exhibit, appendix and attachment. This Contract supersedes any and all former Contracts regarding programs or services attached as Exhibits to this Contract. In the event that there is a difference between any of the language contained in this Contract and any of the language contained in the Exhibits to this Contract, the language in this Contract shall control, unless the Parties affirmatively agree to the contrary in writing. B. Mandatory Certifications. The Agency certifies that it shall comply with the provisions of Section XV., "Nondiscrimination and Equal Employment Opportunity," Section XVI., "Section 504 and Americans with Disabilities Act," Section XVIII., "Conflict of Interest" and Section XIX., "Political Activity Prohibited," of this Contract. C. Program Benefit — 24 C.F.R. § 570.208(a). Activities undertaken by this Contract must predominantly benefit low and moderate income persons. At least seventy percent (70%) of the persons served by these activities must be low- or moderate-income persons as defined in "Exhibit A." The following requirements apply: 1. The Agency shall ascertain household income of persons applying for and receiving assistance to assure compliance with the income limits defined in "Exhibit A"; and shall maintain records pursuant to Section VI(G) of this Contract; or 2019 CDBG PUBLIC SERVICES CONTRACT - 2 - 8/2017 CITY OF CITY HALL ' k Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway co/77 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 Program Exhibit incorporated in this Contract. All correspondence, reports, and invoices shall be directed to the designated contact person. This provision does not, however, supplant or override Section XXII., "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) 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 Insurance Contribution Act, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Agency is an independent contractor. I. Uniform Administration Requirements. Agency shall comply with the policies, guidelines and requirements of 2 C.F.R. § 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," and 24 C.F.R. § 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations identified at 24 C.F.R. § 570.502(b), Applicability of Uniform Administrative Requirements. 2019 CDBG PUBLIC SERVICES CONTRACT - 3 - 8/2017 CITY OF CITY HALL � Feder Federal Way 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www cityoffederalway corn 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 the 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 Program Exhibit(s), or the date of execution of this Contract, whichever is earlier), until the Termination Date specified in each Program Exhibit, unless extended to a later date or terminated earlier, pursuant to the terms and conditions of the Contract. The City shall furnish the Agency with a written notice to proceed. No work on a project shall occur without prior written approval from the City. Costs incurred prior to the date written notice to proceed was given or after the termination date will not be reimbursed. III. COMPENSATION AND METHOD OF PAYMENT The Agency's compensation will be from the 2019 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 Program Exhibit after the Services have been performed. The reimbursement amount shall not exceed the amount specified in each Program 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 Program Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Compensation and Contract Performance. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory Contract performance. The City shall review the Agency's reports to monitor compliance with the performance measures set forth in "Exhibit A." Should the Agency fail to meet the performance measures for each quarter, the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Contract. C. Eligible Costs. All costs incurred must be reasonable and of a nature which clearly relate to the specific purposes and end product of the Contract under which the services are being performed. Care must be taken by all concerned in incurring costs to assure that expenditures conform to these general standards and the following criteria for eligibility of costs. To be eligible for reimbursement, costs must: 1. Be necessary and reasonable for proper and efficient execution of the contractual requirements and in accordance with an approved budget. 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 4 - 8/2017 CITY OF ( CITY HALL '�. Fe d e I k �y Fede South a8Wayth V WAe 8003 6325 (253)835-7000 v,viA w cityoffederalway com 4. Not be allowable under or included as costs of any other federal, state, local or other agency- financed programs in either prior or current periods. 5. Be net of all applicable credits such as purchase discounts, rebates or allowances, sales of publication or materials, or other income or refunds. 6. Be fully documented. D. Submission of Invoices, Suipporting Documentation and Reports. On a quarterly basis, the Agency shall submit an invoice, supporting documentation for eligible costs (as defined in subsection C above) claimed in the invoice and all reports as specified in each Program 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 Service Programs. The Agency shall submit its final invoice for each Exhibit providing funding for Service Programs by January 7, 2020. The Agency shall submit all outstanding reports for each Program Exhibit providing funding for Service Programs by January 15, 2020. If the Agency's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection, the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; however, the City may elect,but is not required, to pay any invoice that is not submitted in a timely manner. F. Return of Unspent Cit Funds.unds. On or before the End Date specified in each Exhibit, for individual programs 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. H. Program Income. If the project generates CDBG Program Income, as defined in 24 C.F.R. § 570.504(c), under this Contract, the Agency shall report all Program Income to the City on an annual basis not later than January 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 5 - 8/2017 �_I r CITY HALL ` r�M1` 33325 8th Avenue South Fed(a iI :fl) Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Program 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 Program 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 ten percent (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 Program Exhibit. C. Location of Records/Notice to City. The Agency shall inform the City in writing of the location, if different from the Agency address listed on page one of this Contract, of the aforesaid books, records, documents, and other evidence and shall notify the City in writing of any changes in location within ten (10) working days of any such relocation. D. Federal Exceptions to Retention Requirements. Exceptions to the six (6) year retention period are as follows: (1) Records that are the subject of audit findings, litigation, or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition, replacement or transfer at the direction of the City. E. Financial Management Records. Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 24 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 Program Exhibit. G. Program Benefit Records — 24 C.F.R. § 570.506(b). As applicable, the following categories of records shall be maintained, for the discrete activities that are assisted in whole or in 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 6 - 8/2017 ` CITY OF CITY HALL �.. 33325 8th Avenue South =ederal Way.WA 98003-6325 Fe d e ra I Way 253) 835-7000 ,�1 `61 r-!t','JYlr3 fr_'1-c7rrll'c3y COAT 1. Records specifying by dollar amount, family size, and household income limits used to determine income level. 2. For service activities serving individual clients without regard to their residence location within the City, records documenting: (a) manner in which each client's income is determined in all cases; (b) determination that each individual client's income is or is not within low- or moderate-income limits; (c) date determination was made; and (d) tabulation of the individual determinations. 3. For a service or facility which exclusively serves a class of beneficiaries, the members of which are presumed to be low- or moderate-income eligible absent general evidence to the contrary (abused children, battered spouses, senior citizens, adults meeting the Bureau of the Census' Current Population Reports definition of"severely disabled," homeless persons, illiterate persons, persons living with AIDS, and migrant farm workers), records documenting: (1) that the facility exclusively serves the eligible class; and (2) there is no generally available data indicating specific population served is not predominantly low- or moderate-income. 4. For a service or facility which offers benefits uniformly without regard to income to all persons residing within a delineated area, records establishing: (1) boundaries of the service area; (2) the income characteristics of families and unrelated individuals in the service area; and (3) if the percent of low- and moderate-income persons in the service area is less than fifty-one (51) percent, data showing that the area qualifies under the exception criteria set forth at 24 C.F.R. § 570.208(a)(1)(ii). H. Records of Program m Operations, Management and Evaluation. Agency shall maintain all records of- 1. £1. Operating policies and procedures; 2. Employee qualifications, training, and evaluation; 3. Principal operations data including, but not limited to, work units completed, clients served (classified by client and service characteristics), staff hours utilized, etc.; 4. Self-evaluation of services, programs and employment practices for compliance with Section 504 and ADA requirements. L Property Records. Agency shall maintain all records identifying any real and personal property acquired or improved in whole or in part with funds under this Contract (OMB Super Circular 2 C.F.R. § 200) as follows: 1. Itemized inventory of real property recording legal and common descriptions and address, date of acquisition and/or improvements, cost of acquisition and/or improvements, and CDBG-funded share of cost; 2. Itemized inventory of all non-expendable personal property recording full identification, current location, date and cost of acquisition, and CDBG-funded share of cost; 3. Complete records of any authorized disposition of real or non-expendable personal property including how and to whom disposed, date, amount of disposition proceeds, market value at time of disposition and how determined, intended use, and any conditions governing use following disposition; and 4. At the termination of this Contract, a record of the total purchase cost of all remaining unused expendable personal property. J. Procurement Records. Agency shall maintain records of: 1. Agency's adopted code of conduct governing officers' and employees' actions in contracting and purchasing; 2. Agency's standard operating procedures for authorizing and executing purchases and contract procurements of various sizes and types; 2019 CDBG PUBLIC SERVICES CONTRACT - 7 - 8/2017 ` CITY OF CITY HALL 33325 8th Avenue South e �, ; '.- Federal Way,VVA 98003-6325 (253) 835-7000 3. Agency's individual purchases or contracts over $10,000 as required by the OMB Super Circular 2 C.F.R § 200; and 4. Agency's procurement procedures utilized and the bases for supplier selection/contract award. K. Records Regarding Remedy of Past Discrimination. The Agency shall maintain documentation of the affirmative action measures the Agency has taken to overcome prior discrimination if a court or HUD has found that the Agency has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 C.F.R. § 121. L. Personal Information—Notice of Security Breach. 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590(2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Agency shall also be responsible for any cost associated with notifying the affected individuals. This notification may be by written notice or electronic notice in accordance with RCW 42.56.590(7). 5. If the Agency demonstrates that the cost of providing notice would exceed $250,000, or that the potentially affected persons exceeds 500,000, or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590(7)(c). a. E-mail notice when the Agency has an e-mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page, if the Agency maintains one; and c. Notification to major County-wide media. 6. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: a. An individual's first name or first initial and last name in combination with any one of the following data elements, when either the name or the data elements are not encrypted: social security number; driver's license number or Washington identification card number; or b. Account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual's financial account. 2019 CDBG PUBLIC SERVICES CONTRACT - 8 - 8/2017 CITY OF CITY HALL -4 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway com VII. MONITORING AND REPORTING REQUIREMENTS A. Monitoring. Agency understands and agrees that it will be monitored by the City and HUD from time to time to assure compliance with all terms and conditions of this Contract and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Contract shall include, but not be limited to: (1) on-site inspections by City staff, (2) quarterly performance reviews, and (3) an annual evaluation. B. Program Reporting. Projects qualifying to meet the national objective to serve low- and moderate- income persons (under Section I(C)) shall submit a demographic report providing income, race, and head of household information for the beneficiaries of the CDBG Project, which shall cover a one-year period extending back from the date of the report. If the facility is and remains occupied during the project, this report is due thirty(30) days after the date the project was closed. If the facility is first occupied or reoccupied after the close of the project, the report is due one year from the date of the last project closing. C. Fiscal Reporting Responsibilities. The Agency shall provide fiscal statements or reports as may be required from time to time by the City, which statements or reports, or both, must indicate the status of all accounts 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 amended, and as applicable. 2. Copy of Audit Report. The Agency shall provide the City a copy of the audit report including any management letter or official correspondence submitted by the auditor, its response and corrective action plan for all findings and reportable conditions contained in its audit. These documents shall be submitted not later than six months subsequent to the end of the Agency's fiscal year. 3. Catalog of Federal Domestic Assistance. The Catalog of Federal Domestic Assistance ("CFDA") number for the CDBG Program is 14.218. 4. Additional Audit or Review Requirements. Additional audit or review requirements may be imposed on the City, and the Agency shall be required to comply with any such requirements. VIII. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection of Records. The Agency shall provide right of access to its facilities to the City and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the activities funded under this Contract. The City shall give advance notice to the Agency in the case of fiscal audits to be conducted by the City. B. Time for Inspection and Retention. The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the City and/or federal/state officials so authorized by law during the performance of this Contract and six (6) years after the Termination Date, unless a different period is specified in the Program Exhibit or a longer retention period is required by law. 2019 CDBG PUBLIC SERVICES CONTRACT - 9 - 8/2017 CITY OF CITY HALL A.. Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com C. Agreement to Cooperate. The Agency agrees to cooperate with the City or its agent in the evaluation of the Agency's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with Chapter 42.56 RCW now and as hereafter amended. IX. CORRECTIVE ACTION A. Default byAgena. 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. B. Termination of Contract. In the event that the Agency does not respond within the appropriate time with a Corrective Action Plan, or the Agency's Corrective Action Plan is determined by the City to be insufficient, the City may commence termination of this Contract in whole or in part pursuant to Section XI.B; C. City Withholding of Pam. 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 Program 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. 2019 CDBG PUBLIC SERVICES CONTRACT _ 10 - 8/2017 ` CITY OF CITY HAIL � Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 9$003-6325 (253) 835-7000 www cityoffederalway coin 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 the Program Exhibits, immediately upon written notice to the Agency of the termination. The Agency may cancel this Contract only by written notice provided thirty (30) days before the intended cancellation. 2. In addition to the foregoing, if expected or actual funding is withdrawn, reduced, or limited in any way prior to the Termination Date set forth in "Exhibit A," the City may, upon written notification to the Agency, immediately terminate this Contract in whole or in part. 3. If the Contract is terminated as provided above: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; (2) the Mayor's determination of such compensation shall be binding and conclusive; and (3) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. B. Termination for Cause. 1. The City may terminate this Contract, in whole or in part, immediately upon written notice to the Agency in the event: (1) the Agency materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a Corrective Action Plan acceptable to the City; or (2) the duties, obligations, or Services required herein become impossible, illegal, or not feasible. 2. If the City terminates the Contract pursuant to this section, the Agency shall be liable for damages, including any additional costs of procurement of similar Services from another source. 3. If the termination results from acts or omissions of the Agency, including but not limited to misappropriation, nonperformance of required Services, or fiscal mismanagement, the Agency shall return to the City immediately, any funds, misappropriated or unexpended, which have been paid to the Agency by the City. 4. If the Contract is terminated as provided in this Subsection: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; and (2) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. C. Waiver. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations, terms, and conditions set forth in this Contract are breached by the other party. XII. FUTURE SUPPORT The City makes no commitment to support the Services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. XIII. HOLD HARMLESS AND INDEMNIFICATION A. Agency is an Independent Contractor. In providing Services under this Contract, the Agency is an Independent Contractor, and the Agency, its officers, agents, or employees are not and shall not be considered the employees of the City for any purpose. The Agency shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these Services and shall make no claim of career service or civil service rights that may accrue to a City employee under state or local law. 2019 CDBG PUBLIC SERVICES CONTRACT - 1 I - 8/2017 CITY HALL Fe i, t� � 33325 8th Avenue South Federal Way,WA 98003-6325 y (253) 835-7000 www cityoffederalway com 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. Agency Indemnification of City. 1. Agency Indemnification of City. The Agency shall protect, defend, indemnify, and save harmless the City, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Agency, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The Agency agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Agency, by mutual negotiation, hereby waives, as respects to the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the City incurs any judgment, award, and/or cost arising there from including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Agency. Claims shall include, but not be limited to, assertions that involve the use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright,patent, trademark, trade name, and/or otherwise results in unfair trade practice. 2. The Agency agrees not to perform any acts that include, but are not limited to, use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. The Agency agrees to indemnify the City for any harm resulting from unfair trade practices. 3. The provisions in this section shall survive the termination 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 12 - 8/2017 CITY of CITY HALL 1 33325 8th Avenue South Fedei' GilFederal Way,WA 98003-6325 (253) 835-7000 ��s�ti�cityoffeder�31�way com 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 byAgency. By requiring such minimum insurance, the City shall not be deemed or construed to have assessed the risks that may be applicable to the Agency under this Contract, nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Agency. The Agency shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. C. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. General Liability. Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability, Errors, and Omissions Coverage. In the event that Services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors, 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 fonn 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 LOSSSPECIAL FORM or project appropriate equivalent. D. Minimum Limits of InsuranceServices Agreements: The Agency shall maintain limits no less than the following, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the Aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 2019 CDBG PUBLIC SERVICES CONTRACT - 13 - 8/2017 CITY HALL I < 33325 8th Avenue South t Federal Way,WA 98003-8325 +253') 835-7000 i•.w��-cit, ?`(�der�3l�aay com 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the City. The deductible and/or self-insured retention of the policies shall not apply to the Agency's liability to the City and shall be the sole responsibility of the Agency. F. Other Insurance Provisions. All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Agency in connection with this Contract. Such coverage shall include Products-Completed Operations. 2. The Agency's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the City, its officers, officials, employees, or agents shall not contribute with the Agency's insurance or benefit the Agency in any way. 3. The Agency's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. G. Acceptability of Insurers. Unless otherwise approved by the City, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests, with minimum surpluses the equivalent of 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 2019 CDBG PUBLIC SERVICES CONTRACT - 14 - 8/2017 C11Y OF CITY HALL ��tt 33325 8th Avenue South Federal �f �� � Federal Way,WA 98003-6325 (253) 835-7000 uv✓vwcdt loffeder,3fway_com 90-284 (42 U.S.C. §§ 3601 et seq.) The Agency shall take necessary and appropriate actions to prevent discrimination in any housing-related project under this contract, which includes rental housing projects and/or projects that include residential real estate-related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. § 3601) and the Washington State Law Against Discrimination (Chapter 49.60 RCW). Residential real estate-related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any dwelling which is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy premises not owned by the occupant. D. Additional Federal Nondiscrimination Requirements. The Agency shall comply with all applicable federal laws prohibiting discrimination, including the following: 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 any way access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, Services, financial aid, or other benefits under the program or activity. f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, Services, or other benefit provided under the program or activity. g. Denying any person any opportunity to participate in a program or activity as an employee. h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2019 CDBG PUBLIC SERVICES CONTRACT - 15 - 8/2017 CITY HALL �,5 8th Avenue South Feder ®«o� � Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway coin 2. The Agency shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of age, color, familial status, nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age, color, familial status, nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or sensory disability. 3. The Agency, in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination on the grounds of age, sex, marital status, familial status, religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. F. Employment Projections. In all solicitations under this Contract, the Agency shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this Section. G. Record-Keeping Requirements and Site Visits. The Agency shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes,bids, estimates or proposals submitted to the Agency by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments suppliers in this Contract, including employment records. The City may visit, at any time, the site of the work and the Agency's office to review the foregoing records. The Agency shall provide all assistance requested by the City during such visits. In all other respects, the Agency shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds, the Agency shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. H. Sanctions for Violations. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Agency may be subject to damages, withholding payment, and any other sanctions provided for by the Contract and by applicable law. 1. No Conflict with Federal Requirements. As indicated by HUD Notice CPD 04-10, a faith-based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 U.S.C. § 2000e-1(a), is not forfeited when the organization receives HUD funding. Faith-based organizations, like any other entity participating in a HUD-funded program, must, however, comply with all the statutory requirements of that particular HUD-funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non-discrimination requirements on all agencies, subgrantees, or contractors. Religious organizations that believe that certain non-discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act, 42 U.S.C. §§ 4000bb- 3, 4000bb-2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti-discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more 2019 CDBG PUBLIC SERVICES CONTRACT - 16 - 8/2017 clry OF CITY HALL �.. Federa I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www Wyoffederalway com 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. 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 City 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. 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. Federal Procurement Requirements. 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 Program Exhibit. 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. D. 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. XVIII. 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; 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; and 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,aget consultant,officer,or elected or appointed official ofthe City,the Agency,or any designated public Agency. 2019 CDBG PUBLIC SERVICES CONTRACT - 17 - 8/2017 ` CITY OF CITY HALL F� t f 4 `t+� 8th Avenue South Feder IL` Federal Way.WA 98003-6325 (253) 835-7000 Ytl,.atvotiecleralway com B. Agency Covenants. The Agency covenants that no officer, employee, consultant, elected or appointed official, or agent of the Agency who exercises any functions or responsibilities in connection with the activities funded in whole or in part under this Contract, herein, or any other person who exercises any functions or responsibilities in connection with the activities funded herein, shall have any personal financial interest, direct or indirect, in this Contract, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter. Any interest on the part of the Agency or his employees must be disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision. C. Current and Former City employees. The Agency acknowledges that, for one year after leaving City employment, a former City employee may not have a financial or beneficial interest in a contract or a grant that was planned, authorized, or funded by a City action in which the former City employee participated during City employment. The Agency shall identify, at the time of offer, current or former City employees involved in the preparation of proposals or the anticipated performance of work if awarded the Contract. Failure to identify current or former City employees involved in the transaction may result in the City's denying or terminating the Contract. After Contract award, the Agency is responsible for notifying the City's Project Manager of current or former City employees who may become involved in the Contract any time during the term of the Contract. D. Non-Disclosure is Grounds for Termination. Violation of this Section shall constitute a material breach of this Contract and grounds for termination pursuant to Section XI, as well as any other right or remedy provided in this Contract or law. XIX. POLITICAL ACTIVITY PROHIBITED A. No Partisan Activity. None of the funds, materials, property, or Services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. B. Certification Regarding Lobbying. The Agency certifies, to the best of its knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Agency, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Agency shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 2019 CDBG PUBLIC SERVICES CONTRACT - 18 - 8/2017 ` CITY OF CITY HALL �.. 33325 8th Avenue South Fe d e ra 1 Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway coin XX. FAITH-BASED ACTIVITIES —24 CFR § 570.2000) A. Organizations that are religious or faith-based are eligible, on the same basis as any other organization, to participate in the CDBG program. Neither the Federal government nor a State or local government receiving funds under CDBG programs shall discriminate against an organization on the basis of the organization's religious character or affiliation. B. Organizations that are directly funded under the CDBG program may not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of the programs or services funded under this part. If an organization conducts such activities, the activities must be offered separately, in time or location, from the programs or services funded under this part, and participation must be voluntary for the beneficiaries of the HUD-funded programs or services. C. A religious organization that participates in the CDBG program will retain its independence from Federal, State, and local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that it does not use direct CDBG funds to support any inherently religious activities, such as worship, religious instruction, or proselytization. Among other things, faith-based organizations may use space in their facilities to provide CDBG-funded services, without removing religious art, icons, scriptures, or other religious symbols. In addition, a CDBG-funded religious organization retains its authority over its internal governance, and it may retain religious terms in its organization's name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents. D. An organization that participates in the CDBG program shall not, in providing program assistance, discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. E. CDBG funds may not be used for the acquisition, construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. CDBG funds may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities under this part. Where a structure is used for both eligible and inherently religious activities, CDBG funds may not exceed the cost of those portions of the acquisition, construction, or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to CDBG funds in this part. Sanctuaries, chapels, or other rooms that a CDBG-funded religious congregation uses as its principal place of worship, however, are ineligible for CDBG-funded improvements. Disposition of real property after the term of the grant, or any change in use of the property during the term of the grant, is subject to government-wide regulations governing real property disposition (see 24 C.F.R. §§ 84 and 85). F. If the City voluntarily contributes its own funds to supplement the federally funded activity, the City has the option to segregate the Federal funds or commingle them; however, if the funds are commingled, this section applies to all of the commingled funds. XXI. EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP A. Equipment over $5,000. The Agency agrees that any equipment purchases, in whole or in part, with Contract funds at a cost of$5,000 per item or more, when the purchase of such equipment is reimbursable as a Contract budget item, is upon its purchase or receipt the property of the City and/or federal government. B. Maintenance of Equipment. The Agency shall be responsible for all such property, including the proper care and maintenance of the equipment. 2019 CDBG PUBLIC SERVICES CONTRACT _ 19 - 8/2017 ` ch , CITY HALL 4'.i.I(ray 33325 8th Avenue South �,( Federal Way,WA 98003-6325 j (253) 835-7000 www cayoffederaiway com C. Equipment Returned. The Agency shall ensure that all such equipment shall be returned to the City and/or federal government upon termination of this Contract unless otherwise agreed upon by the Parties. D. Right of Access. The Agency shall admit the City's designee to the Agency's premises for the purpose of marking such property with City property tags. E. Maintenance of Records. The Agency shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment purchased with Contract funds. F. Disposition of Equipment. If the Agency ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Agency wishes to dispose of such equipment, the disposition shall be determined under the provisions of 24 C.F.R. § 570.502(b)(3)(vi), if the Agency is a nonprofit corporation and 24 C.F.R. § 570.502(a) and 24 CFR Part 85.32(e) if the Agency is a municipal corporation or an agency of the State of Washington. The Agency agrees that it will contact the City for instructions prior to disposing of, surplusing, encumbering or transferring ownership of any equipment purchased in whole or in part with federal funds. XXII. 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 below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. XXIII.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. XXIV.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. XXV. 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 20 - 8/2017 CITY OF CITY HALL '�.. Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway coin XXVL 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 terns or provisions of this Contract, or the application of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and will continue in full force. B. Cumulative Remedies. No provision of this Contract precludes the City from pursuing any other remedies for the Agency's failure to perform its obligations. C. No Third Party Rights. This Contract is for the benefit of the named Parties and the City of Federal Way only, and no other third party shall have any rights thereunder. XXVII. SUPPLANTING If the Agency is a nonprofit corporation providing Public Services under this Contract with CDBG funds and the Agency received non-federal funds from the City ("local funds") to provide the same Services as those funded herein during the preceding calendar year, the Agency must use the funds provided herein to pay for units of service this year that are over and above the level of service provided with local funds during the previous year. XXVIII. 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. XXIX. DRUG FREE WORKPLACE CERTIFICATION AND OTHER FEDERAL REQUIREMENTS A. Drug-Free Workplace Certification. The Agency certifies that it is in compliance with the Drug-Free Workplace Act of 1988 (42 U.S.C. § 701) and regulations set forth at 24 C.F.R. § 24, Subpart F. B. Other Federal Requirements. The absence of mention in this Contract of any other federal requirements, which apply to the award, and/or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Agency activities. The Agency shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to: the Hatch Act (5 U.S.C. Chapter 15) regarding political activities. XXX. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT OF 1996 Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 C.F.R. §§ 160 and 164. A. Obligations and Activities of the Agency. 1. The Agency agrees not to use or disclose protected health information other than as permitted or required by law. 2. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by 45 C.F.R. § 164, Subpart C. 3. The Agency agrees to mitigate, to the extent practicable, any harmful effect that is known to the Agency of a use or disclosure of protected health information by the Agency in violation of the requirements of this Contract. 2019 CDBG PUBLIC SERVICES CONTRACT - 21 - 8/2017 ` CITY HALL , 33325 8th Avenue South Ms.— Federal Way,WA 98003-6325 (-153) 835-7000 (f,�)flederalway coin 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 B.2. of this section, upon termination of this Contract, for any reason, the Agency shall return or destroy all protected health information received from the City, or created or received by the Agency on behalf of the City. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Agency. The Agency shall retain no copies of the protected health information. 2. In the event the Agency determines that returning or destroying the protected health information is infeasible, the Agency shall provide to the City notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible, the Agency shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Agency maintains such protected health information. XXXI. 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. XXXII. DEBARMENT AND SUSPENSION Agency certifies that, except as noted below, the firm, association, or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm, association or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension"). XXXIII. GENERAL PROVISIONS A. Successors in Interest. Subject to Section X., Assignment, the rights and obligations of the Parties shall inure to the benefit of, and be binding upon, their respective successors in interest, heirs and assigns. B. Governing Law. This Contract shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. 2019 CDBG PUBLIC SERVICES CONTRACT - 22 - 8/2017 ` c17Y OF GIN HALL Fedei t � 8th Avenue South Feder Federal Way,WA 98003-6325 ., 1I (253) 835-7000 www cityofiederafway com C. Authority. Each individual executing this Contract on behalf of the City and Agency represents and warrants that such individuals are duly authorized to execute and deliver this Contract on behalf of the Agency or the City. D. Captions. The respective captions of the sections of this Contract are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Contract. E. Counterparts. This Contract may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Contract. F. Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Contract, this Contract may be rendered null and void at the City's option. 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] 2019 CDBG PUBLIC SERVICES CONTRACT - 23 - 8/2017 CITY OF CITY HALL �.. 33325 8th Avenue South Fe d e ra I Way Federal Way,WA 98003-6325 (253) 835-7000 www cityofiederalway coin IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: y By: Jim Fe 1 a or S e a ie Courtney, CMC Ci Clerk DATE: / / ` ` APPROVED AS TO FORM: J. Ryan Call, City Attorney ORION INDUSTRIES: By: _ . J404 a auc Printed Nam : e r� Ca C Title: L� . DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me ,ferry CjVQ5E. , to me known to be the 1Frt5icl nk y CG0 of Oripvl kylok k5A-rico 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 ksk day of Qt;k-rjbe,)r , 201q. Notary's signature Notary's printed name („Q&A.ro.. ,D jAunqQn ii Notary Public in and for the State of Washington LAURA D KAMAN My commission expires )tAt 1 , :ZOZZ Notary Public ff State of Washington My Appointment Expires Jul 1, 2022 2019 CDBG PUBLIC SERVICES CONTRACT - 24 - 8/2017 cG I CITY HALL 4 33325 8th Avenue South Fed et ' �� x t (f tii. '" Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway coin "EXHIBIT A" PROGRAM SCOPE OF SERVICES Program No.: 2019/8 Start Date: 01/02/19 Program Title: Employment Services Program End Date: 12/31/19 Agency Contact Person: Kathy Powers Termination Date: 12/31/19 E-mail: kathy.powers@orionworks.org Telephone: (253) 661-7805 Agency shall utilize City of Federal Way Community Development Block Grant funds to perform the activities specified below. 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. Program Summary The Agency shall use CDBG funds to provide services including vocational counseling, case management, skills training and job placement/retention supports to city residents that have barriers to employment. II. Program 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 Ten Thousand and 00/100 dollars ($10,000.00). A. City of Federal Way Funds City of Federal Way Community $10,000.00 Development Block Grant Total City of Federal Way Funds: $10,000.00 B. Line Item Budget Personnel Services (detail below) Office or Operating Supplies Consultant or Purchased Services Construction Contracts Communications Travel and Training Other(specify below): Tuition cost for 3 city $10,000.00 residents Total City of Federal Way Funds: $10,000.00 2019 CDBG PUBLIC SERVICES CONTRACT - 25 - 8/2017 ` CITY OF `, Feder CITY HALL Fe d e i � i .i Feder� 4 a V 8th Avenue South al Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com III. 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 Federal Way persons served 1 0 1 1 3 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 1St Quarter 2"d Quarter 3rd Quarter 4th Quarter Total in Year JAN.-MARCH APRIL-JUNE JULY-SEPT. OCT.-DEC. 2019 Employment Services 1 0 1 1 3 Placement 0 1 0 1 1 2 C. Definition of Services 1. Employment Services - City residents will receive vocational counseling, assessment and training services (Case Management). 2. Placement- Residents will be supported in placement services with the goal of locating community job. D. Eligibility 1. CDBG National Objective: Low/Mod Benefit (Family Size and Income); 24 C.F.R. § 570.208(a)(2)(i)(B). 2. CDBG Eligible Activity: Public Services 24 C.F.R. § 570.201(e). E. Outcomes Outcome(s)to be reported: Self-Sufficiency—Percent of clients that participate in at least 30 days of vocational services. 2019 Outcome Target: 85% IV. Records A. Project Files. 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 26 - 8/2017 ` CITY OF CITY HALL 33325 8th Avenue South � 1 Federal WA 98003 -6325Fedei y , (253) 835-7000 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 Supercircular 2 C.F.R. § 200. Such records include, but are not limited to: a) For personnel costs,payroll time sheets for actual salary and fringe benefit costs. Time sheets must be signed by a supervisor and annotated to document percent of time charged against this project. Direct salaries and wages of employees chargeable to more than one grant program or other cost objective(s) must be supported by time distribution records. Timesheets should contain an after the fact determination of the actual activity of each employee and be annotated to document the time charged to the project if daily hours being paid for by the respective CDBG award are not noted. b) For staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b)purpose of trip; and c) For copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of the solicitation process used to select vendors and subcontractors with original purchase orders and subcontracts. 10. Documentation required by this Agreement if any funds provided under this Scope are used to acquire equipment. 11. The Agency shall ensure that services provided with funding under this Contract are made available to Federal Way residents. 12. Documentation of client income. The Agency shall screen all clients served with funds provided under this Contract and maintain records documenting that at least 51% of the total number of clients served do not have a gross annual family income in excess of the limits specified in the below Income Guidelines for Moderate Income Households (80% and below of median) with the applicable number of Persons Per Household. The definition of family shall include all persons living in the same household who are related by birth, marriage or adoption and includes dependent children living away from home. Adjusted gross income as defined by the Internal Revenue Service Form 1040 shall be used to determine persons' or households' income. The following methods may be used to determine income eligibility: a) IRS income tax return; b) Client income certification on a form approved by the City; or c) Documentation of qualification for participation in a"means-tested" federal or state program at least as restrictive as CDBG with regard to Income Guidelines. 2019 CDBG PUBLIC SERVICES CONTRACT - 27 - 8/2017 ` CITY OF CITY HALL 33325 8th Avenue South Fe d e i Y Q� Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.com 2018 HUD CDBG INCOME GUIDELINES King County, Washington Effective June 1, 2018 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY EXTREMELY VERY LOW- LOW- SIZE LOW-INCOME INCOME INCOME 1 $22,500 $37,450 $56,200 2 $25,700 $42,800 $64,300 3 $28,900 $48,150 $72,250 4 $32,100 $53,500 $80,250 5 $34,700 $57,800 $86,700 6 $37,250 $62,100 $93,100 7 $39,850 $66,350 $99,550 8 $42,400 $70,650 $105,950 2019 HUD CDBG INCOME GUIDELINES King County, Washington Effective June 28, 2019 30%MEDIAN 50% MEDIAN 80%MEDIAN FAMILY EXTREMELY VERY LOW- LOW- SIZE LOW-INCOME INCOME INCOME 1 $23,250 $38,750 $61,800 2 $26,600 $44,300 $70,600 3 $29,900 $49,850 $79,450 4 $33,200 $55,350 $88,250 5 $35,900 $59,800 $95,350 6 $38,550 $64,250 $102,400 7 $41,200 $68,650 $109,450 8 $43,850 $73,100 $116,500 Income guidelines may be adjusted periodically by HUD. The Agency agrees to use updated Income Guidelines which will be provided by the City. B. 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 I of the year following the year in which the final invoice was paid. 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 28 - 8/2017 CITY OF CITY HALL Federal Way�� 8th Avenue South Federal Wa,,r. '�,:'+�A 98003-6325 (253) 8335-/000 ..�.0 utyofleder�hvay.com City staff may waive specific Agency reporting requirements in writing. City staff may also require additional reports, as needed, to monitor of the program. B. Invoicing and Reporting Schedule. Forms shall be submitted no less frequently than quarterly and are due on the following dates, or within 10 days of notice to proceed, whichever is later. The Agency shall submit forms to the City in accordance with the following schedule: 1 st Quarter: April 15, 2019: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 2nd Quarter: July 15, 2019: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forins 3rd Quarter: October 15, 2019: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 4th Quarter: January 7, 2020: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 3. Annual Outcomes Report form 4. Annual Program Beneficiary Data/Program Funding Report form The Agency shall submit invoices to the City on the most recent reimbursement request and reporting forms provided by the City. Such forms shall be signed by an authorized representative of the Agency. Invoices shall include copies of supporting documents. Estimated Quarterly Payments: 1st Qtr $2,500 2nd Qtr $2,500 3rd Qtr $2,500 4th Qtr $2,500 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. 2019 CDBG PUBLIC SERVICES CONTRACT - 29 - 8/2017 ` CITY OF CITY HALL 33325 � Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com VII. Public Information In all news releases and other public notices related to projects funded under this Agreement, the Agency will include information identifying the source of funds as the Federal Way CDBG Program. VIII. Conflict of Interest The Agency covenants that no person who presently exercises any functions or responsibilities in connection with the Block Grant Program has any personal financial interest, direct or indirect, in this Contract. The Agency further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Agency further covenants that in the performance of this Contract, no person having any conflicting interest will be employed. Any interest on the part of the Agency or its employees must be disclosed to the City. 2019 CDBG PUBLIC SERVICES CONTRACT - 30 - 8/2017 ` CITY OF GTY HALL ..�� Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 w✓vw cityoffederalway.coin EXHIBIT B CERTIFICATION RE: DEBARMENT AND SUSPENSION SAM Search Results List of records matching your search for Record Status: Active DUNS Number: 044591196 ENTITY Orion Industries Status: Active DUNS: 044591196 +4: CAGE Code: 6X195 DoDAAC: Expiration Date: 11/01/2019 Has Active Exclusion?: No Debt Subject to Offset?: No Address: 1590 A Street NE City: Auburn State/Province: WASHINGTON ZIP Code: 98002-5101 Country: UNITED STATES 2019 CDBG PUBLIC SERVICES CONTRACT - 31 - 8/2017 DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 07/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Parker,Smith&Feek, Inc. A/coN o Ext):425-709-3600 A/C No):425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Philadelphia Indemnity Insurance Co. INSURED INSURER B: Orion Industries 1590 A St.NE Auburn INSURER C: Auburn,WA 98002 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLISUBRPOTYPE OF INSURANCE INSR WVQ POLICY NUMBER MMI DY/YYW MMIDD//YYYY EFF POLI Y EXP LIMITS LTR A GENERAL LIABILITY PHPK2011149 07/15/2019 07/15/2020 EACH OCCURRENCE $ 1,000,000 KDAMAGE-TO RENTED 100 000 COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE 7 OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY K PRO- K LOC $ A AUTOMOBILE LIABILITY PHPK2011149 07/15/2019 07/15/2020 (Ea accideCOMNnt SINGLE LIMIT 1,000,000 K ANY AUTO BODILY INJURY(Per person) $ _. ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS — --- NON-OWNED PerOa accident) DAMAGE $ HIREDAUTOS AUTOS -- Hired Auto Phys Dmg $ Included A UMBRELLA LIAB K OCCUR PHUB685736 07/15/2019 07/15/2020 EACH OCCURRENCE $ 5,000,000 K EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION$ $10,000 $ A WORKERS COMPENSATION PHPK2011149WC STATU- K oTH- WA Stop Gap AND EMPLOYERS'LIABILITY Y/N 07/15/2019 07/15/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Exhibit of Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way,WA 98063 `„ w X1_1_;_� ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD TE(MMIDDIYYYY) ,4"R" DA CERTIFICATE OF LIABILITY INSURANCE 07/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Parker,Smith&Feek, Inc. PHONE 425-709-3600 FAX 425-709-7460 A/C No Ext): AIC No: 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA: Philadelphia Indemnity Insurance Co. INSURED INSURER B: Orion Industries 1590 A St.NE Auburn INSURER C: Auburn,WA 98002 INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/DIDYMEFF M/DD/YYYY LICY EXP LIMITS LTR A GENERAL LIABILITY PHPK2011149 07/15/2019 07/15/2020 EACH OCCURRENCE $ 1,000,000 DAMATN XPREMSES(E. ccur RENTFence) $ 1OO,000 MERCIAL GENERAL LIABILITY CLAIMS-MADE � OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 POLICY X PRO-JECT )C LOC $ COMBINED SINGLE LIMIT 1 000000 A AUTOMOBILE LIABILITY PHPK2011149 07/15/2019 07/15/2020 Ea accident $ _' >< ANY AUTO BODILY INJURY(Per person) $ ALL OWNEDSCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident Hired Auto Phys Dmg $ Included A UMBRELLA LIAB X OCCUR PHUB685736 07/15/2019 07/15/2020 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB AGGREGATE $ 5'000'000 X CLAIMS-MADE ivi S-MADE DED RETENTION$ $10,000 $ A WORKERS COMPENSATION PHPK2011149 07/15/2019 07/15/2020 TORY°1C sTIMI J X oER TH- WA Stop Gap AND EMPLOYERS'LIABILITY YIN1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE❑ NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatoryin NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under1,000,000 DESCRIPTION OF OPERATIONS below-7 E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Federal Way CDBG Contract. King County,The City of Federal Way and its agents and employees are additional insureds on the general liability policy per the attached endorsements/forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way Attn:C.D.E.G.Coordinator PO Box 9718 AUTHORIZED REPRESENTATIVE Federal Way,WA 98063-9718 V 7� ' 1_111� ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD of 6 (JA0001 PI-GLD-HS (10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I —COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients" premises due to theft or other loss to keys entrusted to you by your"client," up to a$10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a"client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees" are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You —Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) 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 maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. L Vendors—Only with respect to"bodily injury" or"property damage" arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury,""property damage" or"personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or"property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage" or"personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or"property damage" included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company CITY OF CITY HALL A�k Federal Way Feder 8th Avenue Seth Fades[Way.�.'V?, 98003-6325 (253) 835-7000 tri�,v ah.o,`federat�ti�a}%com City of Federal Way CDBG Public Services Contract Authorized Signatures for Invoices 1 authorize the following individuals to sign invoices and quarterly reports on behalf of: Oct (Contracting Agency), for A the following: ��� - �' C��`� ��rogram Title). Authorizing Signature: •F.a (crust be signed by (Printed Name) (Title) person who signs the contract, generally, Executive Director) 7gn ture) (Date) ......................................................................................................................................................................................................................................................................................................................................................... Additional Authorized (� Signature: To Low SKVI Ce� (Printed Na e) (Title) 3o iq S nature) (Date) Additional Authorized Signature: C, A\A L� \4-1 m -1`76E%vji Ic r ° Vai (Printed Name) (Title) (Sig4.7,6ture) (bate) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. r� AMENDED & RESTATED BYLAWS OF t ORION INDUSTRIES ARTICLE I OFFICES The principal office of the Corporation shall be located at its principal place of business or such other place as the Board of Directors may designate. The Corporation may have such other offices, either within or outside the State of Washington, as the Board of Directors may designate or as the business of the Corporation may require from time to time. AR"f1CLE 2 MEMBERSHIP As set forth in the Articles of Incorporation, the Corporation shall have no members. AffTIICLE 3 13OARD OF' DIRECTORS I 3.1 C nerai }ewers. The business and affairs of the Corporation shall be conducted j under the direction of, and the control and disposal of the Corporation's properties and funds shall be vested in, its Board of Directors, except as otherwise provided in the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington) (the "Act") or the Corporation's Articles of Incorporation. 3.2 Qualifications. Directors shall be individuals who have reached the age of majority and shall have such other qualifications as the Board of Directors may prescribe by i resolution or amendment to these Bylaws. 3.3 Duties of Directors. Each director shall perform the duties of a director, including the duties as a member of any committee of the Board of Directors upon which the director may serve, in good faith, in a manner that such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 3.4 Number of Directors. The Board of Directors shall consist of a minimum of I three (3) and not more than fifteen (15) directors. The number of directors may be increased or decreased (within the stated limits) at any time and from time to time as the Board of Directors ! appoints or removes directors or as directors complete their term of service or resign pursuant to these Bylaws. The president of the Corporation shall be an ex officio, non-voting member of the Board of Directors; provided that, the Board of Directors may, at its discretion, meet without the attendance of the president. i i i I 3.5 Election. The Board of Directors may appoint a successor director to replace each director whose term is ending. The Board of Directors may make any such appointment at the annual meeting at which the director's term is scheduled to end or at any other meeting not C earlier than six (6) months prior to such annual meeting. 3.6 Classification and Term. The directors shall be divided into three (3) term classes to be known as Class I, Class II and Class 111. The initial Class I directors shall hold office until the annual election of directors in 2016, the initial Class II directors shall hold office i until the annual election of directors in 2017, and the initial Class III directors shall hold office until the annual election of directors in 2018. Thereafter, directors of each class shall serve for a term of three (3) years, commencing on the date of election and each director shall hold office until his or her successor is elected and qualified, or until his or her death, resignation or removal. At each subsequent annual meeting of directors, the successors of those directors whose terms then expire shall be elected to serve for a term of three (3) years and until their successors are elected and qualified, or until their death, resignation or removal. Any director, I including the initial directors, may serve an unlimited number of terms, including successive terms, and shall not be disqualified by reason of having served previously as a director. 3.7 Increase in Number. If the Board of Directors wishes to increase the number of directors within the stated limits provided in these Bylaws, such position shall be filled by the affirmative vote of a majority of the Board of Directors. The Board of Directors may make any such appointment at any of its meetings. 3.8 Vacancies. The Board of Directors may appoint an individual to fill any vacancy in the position of director. The Board of Directors may do so at any meeting of the Board of Directors by the affirmative vote of a majority of the directors then in office. A director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office. 3.9 Resignation. Any director may resign at any time by delivering notice in the form of a record to the president or the secretary at the principal office of the Corporation, or by giving such notice at any meeting of the Board of Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided however, that if the resignation would result in the Corporation having no director or no director capable of serving as such, the resigning director shall continue to serve as a director until a successor director is appointed and qualified as provided in these Bylaws or by resolution of the Board of Directors. j 3.10 Removal. At any regular meeting, or at any special meeting called expressly for that purpose, the Board of Directors may remove from office, with or without cause, one or more directors as long as there is at least one director remaining after such removal. 3.11 Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors for attendance at Board of Directors meetings or otherwise directly incident to their duties as directors may be paid or reimbursed by Amended & Bylaws of Orion Industries -2- i I the Corporation. Directors shall not be disqualified from receiving reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity. i 3.12 Standing or Temporary Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint from among its I members one or more standing or temporary committees, each of which shall: (a) Consist of two (2) or more directors; (b) Subject to Section 3.12.3, be governed by the same rules regarding meetings, action without meetings, notice, and waiver of notice, and quorum and voting j requirements as apply to the Board of Directors; and (c) To the extent provided in such resolution, have and may exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that the Board of Directors may not delegate its authority to: I (i) amend, alter, or repeal these Bylaws; (ii) elect, appoint, or remove any member of any such committee or any director or officer of the Corporation; i (iii) amend the Articles of Incorporation; (iv) adopt a plan of merger or consolidation with another corporation; i (v) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation, not in the ordinary course of business; (vi) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (vii) adopt a plan for the distribution of the assets of the Corporation; or (viii) amend, alter, or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. I The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it by law. The Board of Directors shall have the power at any time f to change the members of any such committee, to fill vacancies, and to discharge any such committee. 3,12.1 Resignation of Committee Member. Any member of any committee may resign at any time by delivering notice thereof, in the form of a record, to the president, the secretary or the chairperson of such committee, or by giving such notice at any meeting of such Amended & Bylaws of Orion Industries -3 - committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of f such resignation shall not be necessary to make it effective. 3.12.2 Removal of Committee Member. The Board of Directors, by resolution adopted by a majority of the directors in office, may remove from office any member of any committee elected or appointed by it. 3.12.3 Executive Committee. The Corporation shall have an Executive �E Committee, which shall be a standing committee of the Board of Directors. The Executive Committee shall consist of the chairperson of the Board of Directors, the vice chairperson of the Board of Directors and at least one additional director elected by the Board of Directors. The additional director(s) so elected to the Executive Committee by the Board of Directors shall serve a one (1) year term. The president of the Corporation shall be an ex officio, non-voting member of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall, subject to Section 3.12(c) hereof, possess and may exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Corporation in all cases in which specific direction shall not have been given by the Board of Directors;provided that, any final action or decision of the Executive Committee requires the unanimous approval of all members of the Executive Committee and further provided that notification of any such action or decision shall be delivered to all members of the Board of Directors within two (2) business days of the date on which such action or decision is approved. The Executive Committee also shall advise the Board of Directors of matters concerning the Corporation, call Board meetings as necessary, set the agenda for Board meetings, introduce the agenda topics and facilitate discussion and analysis of agenda topics at Board meetings. All actions of the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action. I ARTICLE 4 M?E'.l±:rl IN ) 0rfa 1300 D OJI+ 0JQPJr+', ;'I' YRI") C 4.1 Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of January on the date and at the time each year as determined by the Board of Directors, for the purpose of electing directors and officers and for transacting such other business as may properly come before the meeting. The failure to hold an annual meeting at the time stated in these Bylaws does not affect the validity of any corporate action. 4.2 Place of Mleetin s. All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the Board of Directors, by any persons entitled to call a meeting or by a waiver of notice executed by all directors. i I 4.3 R cgrul2r 1"Vieefings. By resolution, the Board of Directors may specify the date, time and place for the holding of regular meetings of the Board of Directors or any committee designated by the Board of Directors without any notice other than such resolution. If no such i Amended & Bylaws of Orion Industries -4- i resolution is adopted, then the Executive Committee or Board of Directors may call meetings pursuant to the notice provisions set forth in Sections 4.9 and 4.10. 4.4 Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board of Directors may be called by or at the request of the Executive Committee, the chairperson, the president or any one or more of the directors in office, or in the case of a committee meeting, by the chair of the committee, by executing a record. The person or persons authorized to call special meetings may fix the place, either within or without the State of Washington, and time for holding any special Board of Directors or committee meeting called by them. Notice of a special meeting shall be given as provided in Sections 4.9 and 4.10. 4.5 Participation by Telephone. Members of the Board of Directors or any � committee designated by the Board of Directors may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment by which means all persons participating in the meeting can hear each other at the j same time and participation by such means shall constitute presence in person at a meeting. f 4.6 Presumption of Assent. A director present at a Board of Directors meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: (a) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; i (b) the director delivers his or her dissent or abstention to such action to the person acting as the secretary of the meeting before the adjournment thereof, or i (c) the director delivers such dissent or abstention to the secretary of the Corporation immediately after the adjournment of the meeting. Notwithstanding the foregoing, such right to dissent or abstain shall not apply to a director who voted in favor of such action. 4.7 Quorum. Unless a greater portion is required by these Bylaws, the Articles of Incorporation, or applicable Washington law, a majority of the directors then in office shall constitute a quorum for the transaction of business or any particular item of business at any Board of Directors meeting, but in no event shall a quorum consist of less than one-third of the number of directors then in office. If a quorum is not present at a meeting, a majority of the j directors present may adjourn the meeting and set a date and time for the meeting to reconvene without further notice. 4.8 Manner of Acting. Each director shall be entitled to one (1) vote and the act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board of Directors, unless the act of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law. A director may not vote or act by proxy at any meeting of directors. i Amended & Bylaws of Orion Industries -5 - i 4.9 Notice of Meetings. For any meeting of the Board of Directors or any committee designated by the Board of Directors for which notice is required by these Bylaws or by applicable Washington law, a notice stating the place, date, and hour of the meeting shall be delivered to each director at his or her address shown on the records of the Corporation prior thereto in a tangible medium (e.g., a letter or facsimile) or by an electronic transmission (e.g., email) (as provided in Section 4.10). The method of notice need not be the same to each director. Such notice shall be delivered at least forty-eight (48) hours prior to the meeting. If notice is delivered in a tangible medium, it may be transmitted by: mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the records of the Corporation with postage thereon prepaid. Other forms of notice in a tangible medium described in this paragraph are effective when received. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated by the Board of Directors need be specified in the notice. 4.10 Notice by Electronic Transmission. If notice is provided in an electronic transmission, it must satisfy the following requirements: (a) Notice to directors in an electronic transmission that otherwise complies with these Bylaws is effective only with respect to directors who have consented, in the form of a record, to receive notices by electronic transmission. (i) Notice to directors includes material that these Bylaws require or permit to accompany the notice. (ii) A director who provides consent, in the form of a record, to receipt of notices by electronic transmission shall designate in the consent the message format accessible to the recipient, and the address, location, or system to which these notices may be sent by electronic transmission. i (iii) A director who has consented to receipt of notices by electronic transmission may revoke the consent by delivering a revocation to the Corporation in the form of a record. i (iv) The consent of any director is revoked if the Corporation is unable to deliver two consecutive notices by electronic transmission in accordance with the consent, and this inability becomes known to the secretary of the Corporation or other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action. (b) Notice to directors who have consented to receipt of notices by electronic transmission may be provided by posting the notice on an electronic network and delivering to the director a separate record of the posting, together with instructions regarding how to obtain access to this posting on the electronic network. I Amended & Bylaws of Orion Industries -6- i (c) Notice provided in an electronic transmission is effective when it: (i) Is given by electronic transmission to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (ii) Has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with instructions regarding how to obtain access to the posting on the electronic network. 4.11 Waiver of Notice 4.11.1 Waiver by Communication. Whenever any notice is required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in the form of a record executed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent j to the giving of such notice. Neither the business to be transacted at, nor the purpose of any j regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting. 4.11.2 Waiver by Attendance. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 4.12 Actions by Unanimous Consent in Lieu of Meeting. Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the state of Washington, to be taken at a meeting of the directors of the Corporation or at a meeting of a committee of the Board of Directors may be taken without a meeting if a consent, in the form of a record setting forth the action so taken, shall be executed by all of the directors or all of the members of the committee, as the case may be, entitled to vote with respect to the subject matter thereof. Such consents may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. Any such consent shall be inserted in the minutes book as if it were the minutes of a meeting of the Board of Directors. i 4.13 Chairperson. The Board of Directors shall, each year at its annual meeting, elect an individual from amongst its members to serve as chairperson of the Board of Directors. The chairperson shall preside at all meetings of the Board of Directors when present and shall have such other powers and duties as the Board of Directors may determine. The chairperson shall serve for a term of one (1) year and until his or her successor is elected and qualified, or until his or her death, resignation or removal. i Amended& Bylaws of Orion Industries I -7- i i i i 4.14 Vice Chairperson. The Board of Directors shall, each year at its annual meeting, elect an individual from amongst its members to serve as vice chairperson of the Board of Directors. The vice chairperson shall preside at meetings of the Board of Directors during the j absence or disability of the chairperson and shall have such other powers and duties as the Board of Directors may determine. The vice chairperson shall serve for a term of one (1) year and until his or her successor is elected and qualified, or until his or her death,resignation or removal. ARTICLE 5 OFFICERS � 5.1 Positions. The officers of the Corporation shall consist of a president, one or I more vice presidents, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. Other officers and assistant officers may be elected or appointed by the Board of I Directors, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board of Directors. Any officer may be assigned by the Board of Directors any additional title that the Board of Directors deems appropriate. Any two or more offices may be held by the same person, except the offices of president and secretary. 5. President. The president shall be the chief executive officer of the Corporation and, su sect to Article 6 and the direction and control of the Board of Directors, shall have general supervision of the business and affairs of the Corporation, including management of the day-to-day affairs of the Corporation. The president shall sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. The president may hire or contract with such staff as is necessary to fulfill the purposes of the Corporation, and shall supervise such staff and perform such other duties as are assigned by the Board from time to time. 5.3 Vice Presidents. The Board of Directors shall elect one or more vice presidents who shall assist the president in carrying out the programs of the Corporation. In the event of the death of the president or his or her inability to act, the vice president (or if there is more than one vice president, the vice presidents in the order designated by the Board of Directors) shall perform the duties of the president, except as may be limited by resolution of the Board of Directors, with all the powers of and subject to all the restrictions upon the president. Vice presidents shall have, to the extent authorized by the president or the Board of Directors, the same powers as the president to sign deeds, mortgages, bonds, contracts or other instruments. Vice presidents shall perform such other duties as from time to time may be assigned to them by the president or the Board of Directors. 5.4 Secretary. The secretary shall be responsible for ensuring that minutes of meetings of the Board of Directors are recorded and maintained, and to the extent minutes of meetings of committees of the Board of Directors are recorded, that such minutes are maintained; see that all notices are duly given in accordance with the provisions of these Bylaws Amended & Bylaws of Orion Industries -8- or as required by law; be custodian of the corporate records of the Corporation or appoint such person or entity as is appropriate to act as such custodian; ensure that records are kept of the name and address of each director and each officer; sign with the president, or other officer authorized by the president or the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or the Board of Directors. 5.5 Treasurer. The treasurer shall have charge of and be responsible for all funds and securities of the Corporation; ensure that monies due and payable to the Corporation from any source whatsoever are properly received and that receipts are given for said monies; ensure that all such monies are deposited in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of treasurer and such other duties as may be assigned to him or her by the president or the Board of Directors. If requested by the Board of Directors, at the Corporation's expense, the treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board of Directors may determine. 5.6 Election and Term of Office. The officers of the Corporation shall be elected each year by the Board of Directors at its annual meeting. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board of Directors or, if later, until his or her successor is elected. 5.7 Vacancies. A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board of Directors for the unexpired portion of the term or for a new term established by the Board of Directors. 5.8 Resignation. Any officer may resign at any time by delivering notice to the Board of Directors in the form of a record. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. I 5.9 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed from office, with or without cause, by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 5.10 Compensation; Contract Rights. The salaries, if any, of the officers shall be limited to reasonable compensation for services, as fixed from time to time by the Board of Directors or by any person or persons to whom the Board of Directors has delegated such authority. Officers may also receive reimbursement for reasonable expenditures incurred on behalf of the Corporation. Election or appointment of an officer shall not of itself create contract rights. Amended& Bylaws of Orion Industries i -9- i i ARTICLE 6 CONTRACTS, LOANS, CHECKS, DEPOSITS, GIFTS AND ASSETS 6.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. i 6.2 Loans. No loans shall be contracted on behalf of the Corporation and no j evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its directors or officers. 6.3 Checks, Drafts or other Evidences of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors. I 6.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 6.5 Gifts. The treasurer may accept on behalf of the Corporation any contribution, gift, bequest, or devise to be assigned to the general fund of the Corporation or assigned for any specific purpose of the Corporation at the discretion of the Board of Directors. No contribution may be received that is inconsistent with the purposes and objectives of the Corporation. 6.6 Assets. All assets of the Corporation of any nature whatsoever shall be held in the corporate name and no member or officer of the Corporation shall, by virtue of his or her position in the Corporation, have any vested interest in such assets. ARTICLE 7 INDEMNIFICATION 11.1 1-WIlriWons. As used in this Article: 71.1 "Agent" means an individual who is, or was, an agent of the Corporation or an individual who, while an agent of the Corporation, is, or was, serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. "Agent" includes, unless the context requires otherwise,the estate or personal representative of an Agent. 7.1.2 "Corporation" means this Corporation, and any domestic or foreign successor entity. Amended &Bylaws of Orion Industries - 10- i i i I 7.1.3 "Director" means an individual who is, or was, a director of the Corporation or an individual who, while a director of the Corporation, is, or was, serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. "Director" includes, unless the context requires otherwise, the estate or personal representative of a Director. 7.1.4 "Employee" means an individual who is, or was, an employee of the Corporation or an individual who, while an employee of the Corporation, is, or was, serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. "Employee" includes, unless the context requires otherwise, the estate or personal representative of an Employee. i 7.1.5 "Expenses" means all fees and expenses incurred in any Proceeding, including without limitation, the fees and expenses of counsel. 7.1.6 "Indemnitee" means an individual made a Party to a Proceeding because the individual is, or was, a Director, Officer, Employee, or Agent, and who possesses indemnification rights pursuant to the Articles of Incorporation, the Corporation's Bylaws, or other corporate action. "Indemnitee" shall also include the heirs, executors, and other successors in interest of such individuals. 7.1.7 "Liability"means the obligation to pay a judgment, settlement, penalty, or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable Expenses incurred with respect to a Proceeding. 7.1.8 "Officer" means an individual who is, or was, an officer of the Corporation or an individual who, while an officer of the Corporation, is, or was, serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an Officer. 7.1.9 "Party" includes an individual who was, is, or is threatened to be, named a defendant or a respondent in a Proceeding. i 7.1.10 "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal. 7.2 of Directors, Officers, Employees and Agents. 7.2.1 The indemnification rights of the Corporation's Directors shall be as set forth in the Articles of Incorporation. The Corporation shall advance Expenses incurred by a Amended&Bylaws of Orion Industries I - 11 - ! I I Director who is a Party to a Proceeding in advance of final disposition of the Proceeding, as provided herein and the procedures of paragraph 7.3 shall apply to such indemnification rights I and advancement of expenses unless the Board of Directors adopts or approves further f indemnification and expense advancement arrangements as may be permitted by law. Notwithstanding the foregoing, no indemnification shall be provided under this Article if payment of any such amount would result in an excess benefit transaction such that the Director would be subject to the imposition of tax and any applicable correction procedures, including repayment of such amounts, under Section 4958 of the Internal Revenue Code of 1986 (the "Code") or the corresponding provision of any future federal tax law. i 7.2.2 The indemnification rights of the Corporation's Officers, Employees and Agents shall be as set forth in these Bylaws. The Corporation shall indemnify its Officers, Employees and Agents to the full extent permitted by law, subject to RCW 2313.08.510 through RCW 23B.08.550, against Liability arising out of a Proceeding to which such individual was made a Party because the individual is or was an Officer, Employee or Agent of the Corporation. The Corporation shall advance Expenses incurred by such Officer, Employee or Agent who is a Party to a Proceeding in advance of final disposition of the Proceeding, as provided herein. Notwithstanding the foregoing, no indemnification shall be provided under this Article if payment of any such amount would result in an excess benefit transaction such that the Officer, Employee or Agent would be subject to the imposition of tax and any applicable correction procedures, including repayment of such amounts, under Section 4958 of the Code or the corresponding provision of any future federal tax law. 7.3 Procedagre for Seeking h[ deanna>tucation Bund/or Advancernerat of Expenses. 7-3.1 Notificatioia and Defense on Claim. Indemnitee shall promptly notify the Corporation, in the form of a record, of any Proceeding for which indemnification could be sought under this Article or the Articles of Incorporation. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. With respect to any such Proceeding as to which Indemnitee has notified i the Corporation: (a) The Corporation shall be entitled to participate therein at its own expense; or (b) Except as otherwise provided below, to the extent that it may wish, the Corporation,jointly with any other indemnifying Party similarly notified, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. Indemnitee's consent to such counsel may not be unreasonably withheld. After notice from the Corporation to Indemnitee of its election to assume the defense, the Corporation will not be liable to Indemnitee under this Article for any Expenses subsequently incurred by Indemnitee in connection with such defense. However, Indemnitee shall continue to have the right to employ its counsel in such Proceeding, at Indemnitee's expense; and if: I i Amended & Bylaws of(Orion Industries - 12- I i i I (a) The employment of counsel by Indemnitee has been authorized by the Corporation; i (b) Indemnitee shall have reasonably concluded that there may be a j conflict of interest between the Corporation and Indemnitee in the conduct of such defense; or (c) The Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding; then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding'brought by, or on behalf of, the Corporation or as to which Indemnitee shall reasonably have made the conclusion that a conflict of interest may exist between the Corporation and the Indemnitee in the conduct of the defense. 7.3.2 Information to be Submitted and Method of ]Determination and Authorization of Indemnification. For the purpose of pursuing rights to indemnification under the Articles of Incorporation and/or this Article, Indemnitee shall submit to the Board or Directors a sworn statement requesting indemnification and reasonable evidence of all amounts for which such indemnification is requested (together, the sworn statement and the evidence constitute an"Indemnification Statement"). Submission of an Indemnification Statement to the Board of Directors shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Corporation shall, within sixty (60) calendar days thereafter, make the payments requested in the Indemnification Statement to, or for the benefit of, the Indemnitee, unless: (a)within such sixty (60) calendar day period it shall be determined by the Corporation that the Indemnitee is not entitled to indemnification under the Articles of Incorporation; (b) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption); and (c)the Indemnitee shall receive notice of such determination in the form of a record, which shall disclose with particularity the evidence upon which the determination is based. The foregoing determination shall be made (a)by the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the Proceeding; (b) if a quorum cannot be obtained under (a) in this paragraph, by majority vote of a committee duly designated by the Board of Directors, in which designation Directors who are Parties may participate, consisting solely of two or more Directors not at the time Parties to the Proceeding; or (c) by special legal counsel as provided by RCW 23B.08.550. Any determination that the Indemnitee is not entitled to indemnification, and any failure to make the payments requested in the Indemnification Statement, shall be subject to judicial review by any court of competent jurisdiction. i i i Amended &Bylaws of Orion Industries - 13 - ! i i 7.3.3 Special Procedure Regarding Advance for Expenses. An Indemnitee i seeking payment of Expenses in advance of a final disposition of the Proceeding must furnish the Corporation, as part of the Indemnification Statement: (a) a written affirmation, given in the form of a record, of the Indemnitee's good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemnification; and (b) a written undertaking, in the form of a record constituting an unlimited general obligation of the Indemnitee, to repay the advance if it is ultimately determined by the final disposition of a court of competent jurisdiction that the Indemnitee did not meet the required standard of conduct. If the Corporation determines that indemnification is authorized, the Indemnitee's request for advance of Expenses shall be granted. 7.3.4 Settlement. The Corporation is not liable to indemnify Indemnitee for any amounts paid in settlement of any Proceeding without the Corporation's consent, given in the form of a record. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's consent, given in the form of a record. Neither the Corporation nor Indemnitee may unreasonably withhold its consent to a proposed settlement. C I 7.4 Contract and Related Rights. 7.4.1 Contract Rights. The right of an Indemnitee to indemnification and advancement of Expenses is a contract right upon which the Indemnitee shall be presumed to have relied in determining to serve, or to continue to serve, in his or her capacity with the Corporation. Such right shall continue as long as the Indemnitee shall be subject to any possible Proceeding. Any amendment to, or repeal of, this Article shall not adversely affect any right or protection of an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment or repeal. 7.407 Optional ties urance, Conixa.ets, and Funding. The Corporation may: I (a) Maintain insurance, at its expense, to protect itself and any Indemnitee against any Liability; (b) Enter into contracts with any Indemnitee in furtherance of this Article and consistent with the Act; and (c) Create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article. I i Amended & Bylaws of Orion Industries i - 14- I i 7.4.3 Severability. If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect. i 7.4.4 Right of Indemnitee to Bring Suit. If(a) a claim under the Articles of Incorporation and/or this Article for indemnification is not paid in full by the Corporation within sixty (60) days after notice of a claim has been received by the Corporation; or (b) a claim under this Article for advancement of Expenses is not paid in full by the Corporation within twenty (20) days after notice of a claim, then the Indemnitee may, but need not, at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the extent successful in whole or in part, the Indemnitee shall be entitled to also be paid the expense (to be proportionately prorated if the Indemnitee is only partially successful) of prosecuting such claim. I Neither(a)the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such Proceeding that indemnification or reimbursement or advancement of Expenses to the Indemnitee is proper in the circumstances, nor (b) an actual determination by the Corporation (including its Board of Directors or its independent legal counsel) that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of Expenses, shall be a defense to the Proceeding or create a presumption that the Indemnitee is not so entitled. 7.5 Exceptions. Notwithstanding any other provision herein or in the Corporation's Articles of Incorporation to the contrary, the Corporation shall not be obligated pursuant to the terms of this Article to indemnify or advance Expenses to Indemnitee with respect to any Proceeding: (a) Initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification j under the Bylaws, or any other statute or law or as otherwise required under the statute; but such indemnification or advancement of Expenses may be provided by the Corporation in specific cases if the Board of Directors finds it to be appropriate. (b) Instituted by Indemnitee to enforce or interpret rights under the Bylaws, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous. (c) For which any of the Expenses or Liabilities for indemnification being sought have been paid directly to Indemnitee by an insurance carrier under an insurance policy maintained by the Corporation. (d) If the Corporation is prohibited by its Articles of Incorporation, the Act or I other applicable law as then in effect from paying such indemnification and/or advancement of Expenses. i Amended& Bylaws of Orion Industries � - 15- i ARTICLE 8 ADMINISTRATIVE PROVISIONS 8.1 Books and Records. The Corporation shall keep the following records at its registered office or its principal office in the State of Washington: (a) Current copies of its Articles of Incorporation and Bylaws, as amended; (b) Correct and adequate records of accounts and finances; i (c) A record of officers' and directors' names and addresses; (d) Minutes of the proceedings of its Board of Directors, and any minutes that may be maintained by committees having any of the authority of the Board of Directors; i (e) Copies of such documents as may be required to be made publicly f available under the Code, including copies of its application for recognition of tax-exempt status on Form 1023 and copies of its Form 990 and Form 990-T, if any; and (f) Such other records as may be necessary or advisable. f Such records may be made available in any manner and by any means permitted under the Act 4 and the Code, as applicable. All books and records of the Corporation shall be open at any reasonable time to inspection by any director. 8.2 Fiscal Year. The accounting year of the Corporation shall be the twelve months ending December 31. 8.3 Rides of Order. The rules contained in the most recent edition of Robert's Rules of Order, newly revised, shall govern all meetings of directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or other rules of order of this Corporation. I 8.4 Amendment of Bylaws. These Bylaws may be amended or repealed by the affirmative vote of a majority of the directors then in office at any meeting of the Board of Directors. i i AIt.'1[lCLE 9 n�EF]r" H-11 ONS Except as otherwise provided herein, as used in these Bylaws: I 9.1. "Corporation"means Orion Industries. j 9.2. "Deliver"means: Amended & Bylaws of Orion Industries - 16- i i (a) Mail; or j (b) Transmit by facsimile equipment, for purposes of delivering a demand consent, notice, or waiver to the Corporation or one of its officers or directors; or (c) Make an electronic transmission, in accordance with the officer's or director's consent and Section 4.10 of these Bylaws, for purposes of delivering a demand, consent, notice, or waiver to the Corporation or one of its officers or directors. 9.3 "Electronic transmission"means an electronic communication: (a) Not directly involving the physical transfer of a record in a tangible medium; and (b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by a sender and recipient. 9.4 "Execute" means: (a) Sign, with respect to a written record; or j (b) Electronically transmit along with sufficient information to determine the sender's identity; or (c) File in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state, with respect to a record to be filed with the secretary of state. 9.5 "Record" means information inscribed on a tangible medium or contained in an electronic transmission. 9.6 "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or other tangible material. 9.7 "Writing" does not include an electronic transmission. i Amended & Bylaws of Orion Industries - 17- I I CERTII+ICATE OF ADOP'T'ION The undersigned President& CEO of Orion Industries does hereby certify that the above and foregoing Amended& Restated Bylaws of said Corporation were adopted by the Board of Directors as the Bylaws of said Corporation and that the same do now constitute the Bylaws of this Corporation. j DATED this 161" day of November, 2015. J,"'�z John Theisen, President& CEO i I I I I i i Amended &Bylaws of Orion Industries - 18- Orion Job Description Position: President and Chief Executive Officer Responsible To: Orion Board of Directors Objective: 1. To uphold the Mission and Vision of Orion: • Orion's Vision states: "We are a leading model for social enterprise strengthening our community so that every individual has an opportunity to contribute and have a career." • Orion's Mission states: "We change the lives of people with barriers to employment by building esteem and creating opportunities through training, education and successful business platforms." 2. To maintain Orion's core values in all interactions and operations. • Orion's Values are 'Innovation, Customer Service, Accord, Respect and Excellence." 3. To maintain Orion's essential Job Qualifiers in all activities: • Teamwork—Works positively with other team members to achieve goals. • Communication— Communicates clearly, thoroughly and professionally with internal and external customers through verbal and written means. • Empathy—Identification with and understanding of another's situation, feelings and motives. Belief in each individual's abilities. • Positivism — Openness and acceptance of ideas and initiatives • Customer Service—Provides courteous, respectful, timely, accurate and personalized attention. • Independence— The ability to plan, organize, prioritize and complete work with minimal assistance. 4. To provide strong executive leadership and management. Overall responsibility includes implementing a clear vision, business platform and shared commitment of service which ensures growth, business success and industry leadership. Essential Duties and Responsibilities: 1. Overall responsibility for ensuring the financial performance and strength of the company 2. Lead development of a focused five-year strategic plan that clearly defines the direction and strategies for driving Orion's mission 3. Oversee development and implementation of a marketing program that supports the strategic plan 4. Develop and lead a management team responsible for operation of Orion, providing oversight and mentorship to sustain commitment to mission and core values 5. Develop and implement policies and processes to assure continuous improvement of manufacturing division, contact center services division and training and employment services division deliverables 6. Develop and implement financial management system that provides management and Board with consistent and reliable information required to monitor performance and make timely management decisions i 7. Responsible for overall management of compensation programs and overseeing Orion Profit Sharing program 8. Responsible for managing relationships with customers, suppliers and government agencies and negotiating and finalizing contracts 9. Communicate effectively with Board, Management and Staff to ensure alignment and commitment to mission, values, goals and objectives 10. Participate in professional, local and community organizations and activities, representing Orion in a positive and professional manner 11. Establish and oversee a safety policy and,program that ensures the well-being of Staff and Program Participants �. ,OrJOif-irin� . JOS �!=`'7:I''710hIS Qualifications: • Bachelor's degree in business administration or related field • Proven management experience—minimum of seven years • At least two years in an executive level position in a for-profit company • Management experience in a manufacturing environment preferred • Experience working with a Board of Directors • Experience developing and executing strategic plans • Experience developing and leading strong management teams Physical Demands: The physical demands described below are representative of those that must be met by an employee to successfully perform the essential functions of the job. Reasonable accommodations will be made to enable individuals with disabilities to perform the essential job functions. 1) Physical Demands (movement) a) REACHING— Extending hand(s)and arm(s) in any direction— Occasionally b) HANDLING—Seizing, holding, grasping, turning, or otherwise working with hand or hands; fingers are involved only to the extent that they are an extension of the hand—Frequently c) FINGERING—Picking, pinching, or otherwise working primarily with fingers rather than with the whole hand or arm as in handling—Frequently 2) Physical Demands (auditory) a) TALKING—Expressing or exchanging ideas by means of the spoken word; talking is important for those activities in which workers must impart oral information to clients or to the public, and in those activities in which they must convey detailed or important spoken instructions to other workers accurately, loudly, or quickly-Frequently b) HEARING—Perceiving the nature of sounds; used for those activities which require ability to receive detailed information through oral communication, and to make fine discriminations in sounds, such as when making fine adjustments on running engines—Frequently 3) Physical Demands (vision) a) NEAR ACUITY—Clarity of vision at 20 inches or less; use this factor when special and minute accuracy is demanded—Frequently b) FAR ACUITY—Clarity of vision at 20 feet or more; use this factor when visual efficiency in terms of far acuity is required in day and night/dark conditions— Occasionally 4) Physical Demands (lifting/carrying) a) Position will lift, carry, or pull less than 1 pound on a regular basis, with a maximum lift, carry or pull of 20 pounds;objects that are heavier than 40 pounds require a team lift; employee should seek assistance if an object is heavier than comfortable lifting, carrying, or pushing on their own Work Environment: The work environment characteristics described below are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform essential functions. a) NOISE— Exposure to constant or intermittent sounds or a pitch or level sufficient to cause marked distraction or possible hearing loss— Occasionally I acknowledge that I have received and reviewed a copy of this job description and that I understand my responsibilities. Z. .� _ ,�1a, / ZQ 15 Signatur of mployee Date 2