AG 20-046 - Kaya Strategik RETL;RN TO: Sarah Bridgeford EXT: 2650
i -•
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: CD/CS
2. ORIGINATING STAFF PERSON: Sarah Bridgeford EXT: 2650 3. DATE REQ.BY:
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 2 HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: Human Services Commission Training
6. NAME OF CONTRACTOR: KAYA Strategik LLC
ADDRESS: 10430 61st Avenue South,Seattle,WA 98178 TELEPHONE 206-227-1948
E-MAIL:cherry@kayastrategik corn FAX.
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS:O SCOPE,WORK OR SERVICES O COMPENSATION LTJ INSURANCE REQUIREMENTS/CERTIFICATE O ALL
OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: 3/10/2020 COMPLETION DATE: 06/30/2020
9. TOTAL COMPENSATION$$8,800,00 (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 ibYES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: 119-7300-961-614-60-410
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEW 0 INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR '
❑ RISK MANAGEMENT (IF APPLICABLE)
LAW
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
SENT TO VENDORJCONTRACTOR DATE SENT: /7n 7 DATE REC'D: I
ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIF]CPifE,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 SIGNET}
❑ LAW DEPARTMENT
,O NATORY(MAYOR OR DIRECTOR) jis 0
CITY CLERK
❑ ASSIGNED AG# A # --Ca
COMMENTS:
2/2017
CITY of CITY HALL
Fe d e ra l W 33325 8th Avenue South
Federal Way,WA 98003-6325
410 , (253) 835-7000
www.cityoffederalway.com
CDBG PROFESSIONAL SERVICES AGREEMENT
FOR
HUMAN SERVICES COMMISSION TRAINING
This Community Development Block Grant("CDBG")Human Services Contract("Contract")is made between the
City of Federal Way, a Washington municipal corporation ("City"), and KAYA strategik, LLC, a Washington
limited liability 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:
KAYA strategik, LLC: CITY OF FEDERAL WAY:
Cherry Cayabyab Sarah Bridgeford
10430 61st Avenue South 33325 8th Avenue South
Seattle, WA 98178 Federal Way,WA 98003-6325
(206) 227-1948 (telephone) (253) 835-2650 (telephone)
cherry@kayastrategik.com sarah.bridgeford@cityoffederalway.com
WHEREAS, the City is an entitlement City applicant for CDBG funds (Catalogue of Federal Domestic
Assistance-CFDA 14.218)under the Housing and Community Development Act of 1974(the"Act"),as amended,
Pub. L. No. 93-383, 88 Stat. 633 (1974), and anticipates receiving CDBG funds for the purpose of carrying out
eligible community development and housing activities under the Act and under regulations promulgated by the
Department of Housing and Urban Development("HUD"), at 24 C.F.R. §§ 570, et seq.; and
WHEREAS, the City desires to contract with the Agency for the performance of certain eligible activities
described within this Contract; and
WHEREAS,it is appropriate and mutually desirable that the Agency be designated by the City to undertake
the aforementioned eligible activities, so long as the requirements of the Act,HUD regulations,and state and local
laws are adhered to, as provided for herein; and
WHEREAS,the purpose of this Contract is to provide for cooperation between the City and the Agency,as
the parties to this Contract, in the provision of such eligible activities; and
WHEREAS,the parties are authorized and empowered to enter into this Contract pursuant to the Act,RCW
35.21.730 to .735, and/or by the Constitution and the enabling laws of the State of Washington.
NOW THEREFORE, for and in consideration of the terms and conditions provided in this Contract, the
parties mutually covenant and agree as follows:
CITY OF CITY HALL
lft�lFe d e ra I Way Feder 8th Avenue South
Federal Way,WA 98003-6325
low (253) 835-7000
www cityoffederalway com
INDEX TO CONTRACT SECTIONS
I. Scope of Contract XIX. Political Activity Prohibited
Il. 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
VI. Maintenance of Records XXIIL 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
I. TERM. The term of this Agreement shall commence on March 10, 2020 and shall continue until the
completion of the Services specified in this Agreement,but in any event no later than June 30, 2020 ("Term"),
This Agreement may be extended for additional periods of time upon the mutual written agreement of the
Parties.
II. 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 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 Professional Services Agreement for
2020 CDBG Funds; 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. Mandatoly 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. Contact Person. The City and the Agency shall each designate a contact person. All correspondence,
reports,and invoices shall be directed to the designated contact person.This provision does not,however,supplant
or override Section XXII., "Notices."
CITY OF CITY HALL
� 33325 8th Avenue South
'S Federal Way,WA 98003-6325
Federal
(253)835-7000
www cityoffederalway com
D. Federal Funds. The term "federal funds" as used herein means CDBG funds under this Contract.
E. Compliance «ith 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.
F. Requirements of 74 C.F.R. L570.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.
G. 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.
H. 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.
I. 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.
J. Taxes and Licenses.The Agency shall pay throughout the term of this Contract,all applicable taxes,and
all licenses.
III. COMPENSATION AND METHOD OF PAYMENT
The Agency's compensation will be from the 2020 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. In return for the Services, the City shall pay the Contractor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this
reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain
locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely
responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and
payment under this Agreement.
4.2 Method of Payment.On a monthly basis,the Contractor shall submit a voucher or invoice in the form specified
by the City,including a description of what Services have been performed,the name of the personnel performing such Services,
and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all
Services.Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty
(30)days following receipt and approval by the appropriate City representative of the voucher or invoice.If the Services do not
meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement. The
City may withhold payment for such work until the work meets the requirements of the Agreement.
CITY OF CITY HALL
4*4 Fe�d e ra I Way Feder 8th Avenue South
r Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway com
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period,the City will not be obligated to make payments for Services or amounts incurred after
the end of the current fiscal period,and this Agreement will tenninate upon the completion of all remaining Services for which
funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies.
IV. CORRECTIVE ACTION
A. Default byAgency. 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 All 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 Payment. The City may withhold any payment owed the Agency or prohibit the
Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken
or completed; and
D. No Waiver of Other Remedies.Nothing herein shall be deemed to affect or waive any rights the Parties
may have pursuant to Section XI. or other remedies authorized by law.
V. 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.
CITY OF CITY HALL
Fe d e ra l Y � 33325 8th Avenue South
� Federal Way,WA 98003-6325
(253) 835-7000
www.cityoffederalway..com
VI. 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.
VII. 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.
VIII. 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.
` CI
TY d a ra I CITY HALL
33325 8th Avenue South
Way Federal Way,WA 98003-6325
VWAV (253) 835-7000
www c1tyoffederal way.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. AgenC�+ Apeement 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.
C lalnis shall I11CILlde, but not lie 11inited to, assertions dint involve the use or transfer of software
book, document, report. film. tape, or SOL111d reproduction or nlaterlal of any kind,delivered hereunder,
constitutes an infringetnent of�anv co nrlit patent, trademark. trade name:. andior otherwise results in unfair
coma rlit patent, trademark. trade nanie. andior otherwise results in unfair
tradcpractice,
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.
IX. INSURANCE REQUIREMENTS—GENERAL
A. Insurance Insurance Required:By the date of execution of this Contract,the Agency shall procure and maintain for
the duration of this Contract,insurance against claims for injuries to persons or damages to property which may arise
from,or in connection with,the performance of work hereunder by the Agency, its agents,representatives,and/or
employees. The Agency shall pay the costs of such insurance. The Agency shall furnish separate certificates of
insurance and policy endorsements as evidence of compliance with the insurance requirements of this Contract.
The Agency is responsible for ensuring compliance with all of the insurance requirements stated herein.
Failure by the Agency,its agents,employees,officers,Agency,providers,and/or provider subcontractors to comply
with the insurance requirements stated herein shall constitute a material breach of this Contract.
Corn or CITY HALL
8th Avenue Federal Way Federal Way,WA 98003
-6325�.
(253)835-7000
www cltyoffederalway.com
Each insurance policy shall be written on an"occurrence"form; except that insurance on a"claims made"
form may be acceptable with prior City approval.If coverage is approved and purchased on a"claims made"basis,
the Agency warrants continuation of coverage, either through policy renewals or the purchase of an extended
discovery period, if such extended coverage is available, for not less than three years from the date of Contract
termination, and/or conversion from a"claims made" form to an"occurrence" coverage form.
Nothing contained within these insurance requirements shall be deemed to limit the scope,application and/or
limits of the coverage afforded by said policies,which coverage will apply to each insured to the full extent provided
by the terms and conditions of the policy or policies.Nothing contained in this provision shall affect and/or alter the
application of any other provision contained within this Contract.
B. Risk Assessment by A enc . By requiring such minimum insurance, the City shall not be deemed or
construed to have assessed the risks that may be applicable to the Agency under this Contract, nor shall such
minimum limits be construed to limit the limits available under any insurance coverage obtained by the Agency.The
Agency shall assess its own risks and,if it deems appropriate and/or prudent,maintain greater limits and/or broader
coverage.
C. N,1'1111n1IIII 5cc,pe oFTnstiraiicc. Coverage shall be at least as broad as:
1. General I.1ni)i1a . Insurance Services Office form number (CG 00 01) covering COMMERCIAL
GENERAL LIABILITY.
2. Pro tc-:liolinlLlabllit%-,Error: alld 01111's-51 011;;Covcragc.In the event that Services delivered pursuant
to this Contract either directly or indirectly involve or require professional services,Professional Liability,Errors,
and Omissions coverage shall be provided. "Professional Services," for the purpose of this Contract section, shall
mean any Services provided by a licensed professional or those Services that require a professional standard of care.
3. Automobile Liability. Insurance Services Office form number (CA 00 01 ) covering BUSINESS
AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9.
4. Workers'Com ensation.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. StoLGA )/moo!o4j s Liability.Coverage shall beat least as broad as the protection provided by the
Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the
protection provided by the "Stop Gap" endorsement to the general liability policy.
6. 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 hlsurance Services Agreements:The Agency shall maintain limits no less than the
following, for:
1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage and $2,000,000 in the Aggregate.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property
damage.
3. Professional Liability, Errors &Omissions: $1,000,000,Per Claim and in the Aggregate.
4. Workers Compensation: Statutory requirements of the State of Residency.
5. Stop Gap or Employers Liability Coverage: $1,000,000.
CITY OF CITY HALL
Air 33325 8th Avenue South
a , Federal y Federal Way,WA 98003-6325
J (253) 835-7000
www cityoffederalway.com
E. DcduetihlcsniidSCI l-ll1Surerinetowiions.Anydeductibles orself-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. Acceptabil itv 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. Verilication 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.
X. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY
A. _Non-discnt ination. 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. Comtel iance w i th A 1)pl ic•0-11 o Laws.The Agency shall comply fully with all applicable federal,state and
local laws,ordinances, executive orders and regulations that prohibit such discrimination.These laws include,but
are not limited to, Chapter 49.60 RCW; Titles VI and VII of the Civil Rights Act of 1964,42 U.S.C. §§2000(a)et
seq.;the Americans with Disabilities Act,42 U.S.C. §§ 12101 et seq.;and the Restoration Act of 1987.The Agency
shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or
rules included or referenced in the contract documents.
C. Fair Housing Protections. The Agency shall comply with the federal Fair Housing Act,Public Law 90-
284(42 U.S.C. §§ 3601 et seq.)The Agency shall take necessary and appropriate actions to prevent discrimination
in any housing-related project under this contract,which includes rental housing projects and/or projects that include
residential real estate-related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. §
3 60 1)and the Washington State Law Against Discrimination(Chapter 49.60 RCW).Residential real estate-related
CITY OF CITY HALL
F33325 e ra l Way` 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway..com
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.
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.
CITY OF CITY HALL
South
Federal Way
day Feder 8th Avenue 8003
V� Federal Way,WA 98003-6325
�/ (253) 835-7000
www cityoffederalway.com
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. Emplovineilt P ro iections.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. 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.
H. No Conflict with Fedei,al Recl iii-cnictits. As indicated by HUD Notice CPD 04-10, a faith-based
organization's exemption from the federal prohibition on employment discrimination on the basis of religion,
set forth in 42 U.S.C. § 2000e-1(a), is not forfeited when the organization receives HUD funding. Faith-based
organizations, like any other entity participating in a HUD-funded program, must, however, comply with all the
statutory requirements of that particular HUD-funded program. Both the CDBG and HOME Programs contain
statutory provisions imposing non-discrimination requirements on all agencies, subgrantees, or contractors.
Religious organizations that believe that certain non-discrimination statutory requirements are substantially
burdensome may be entitled to protection under the Religious Freedom Restoration Act,42 U.S.C. §§ 4000bb-
3, 4000bb-2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors
should be aware that anti-discrimination provisions of Section 109 of the Housing and Community
Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of
conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more
specifically the application of these laws to faith-based organizations. In the event that a provision of this
Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not
apply.
Xl. 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. Appru v al 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 Regu i remeWs. 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. Farlure to Conin1vr-is De1latill. Failure by the Agency to require compliance with the above terms and
conditions in subcontracts shall constitute a breach of this Contract.
CITY OF CITY HALL
Federal
edaral WG 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www ci tyoffederal way,com
XII. 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,agent,consultant,officer,or
elected or appointed official of the City, the Agency, or any designated public Agency.
B. Agency Covenants. The Agency covenants that no officer, employee, consultant, elected or appointed
official, or agent of the Agency who exercises any functions or responsibilities in connection with the activities
funded in whole or in part under this Contract, herein, or any other person who exercises any functions or
responsibilities in connection with the activities funded herein, shall have any personal financial interest,direct or
indirect, in this Contract, either for themselves or those with whom they have business or immediate family ties,
during their tenure or for one year thereafter. Any interest on the part of the Agency or his employees must be
disclosed to the City. The Agency shall take appropriate steps to assure compliance with this provision.
C. Current a[ad Former Citv employ. 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.
XIII. 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 L-obbying. 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
CITY OF CITY HALL
Federal ■ �, day 33325 8th Avenue South
lYi�Y■ Federal Way, nu 98out -6325
�� (253) 835-7000
www cityoffederalway com
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.
XIV. FAITH-BASED ACTIVITIES —24 CFR§ 570.200(j)
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).
CITY OF CITY HALL
Federal Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cityoffederalway com
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.
XV. 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. Nlainte:nance ot'L quipnienl.The Agency shall be responsible for all such property,including the proper
care and maintenance of the equipment.
C. Equipment Returned. The Agency shall ensure that all such equipment shall be returned to the City
and/or federal government upon termination of this Contract unless otherwise agreed upon by the Parties.
D. Right of Access.The Agency shall admit the City's designee to the Agency's premises for the purpose of
marking such property with City property tags.
E. Maintenance of Records. The Agency shall establish and maintain inventory records and transaction
documents (purchase requisitions,packing slips, invoices,receipts) of equipment purchased with Contract funds.
F. Disposition of Equipment. If the Agency ceases to use equipment purchased in whole or in part with
CDBG funds for the purpose described in this Contract,or if the Agency wishes to dispose of such equipment,the
disposition shall be determined under the provisions of 24 C.F.R. § 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.
XVI. 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.
XVII. 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.
XVIII.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.
CITY OF CITY HALL
A* 33325
Fe ode ra l Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederatway com
XIX. 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.
XX. MISCELLANEOUS PROVISIONS
A. Severability. If any term or provision of this Contract or an application of any term or provision to any
person or circumstance is invalid or unenforceable,the other terms or provisions of this Contract,or the application
of the term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected and will continue in full force.
B. Cumulative Remedies. No provision of this Contract precludes the City from pursuing any other
remedies for the Agency's failure to perform its obligations.
C. No Third Party Rights.This Contract is for the benefit of the named Parties and the City of Federal Way
only, and no other third party shall have any rights thereunder.
XXI. 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.
XXII. 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.
XXHL 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.
XXIV.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.
CITY OF CITY HALL
4 Fe d e ra I Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederalway com
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.
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.
XXV. 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.
XXVI. 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
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cityoffederalway com
competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years
(Executive Orders 12549 and 12689, "Debarment and Suspension").
XXVII. GENERAL PROVISIONS
A. SuCCCSSOFS in Interest. Subject to Section X.,Assignment,the rights and obligations of the Parties shall
inure to the benefit of, and be binding upon, their respective successors in interest,heirs and assigns.
B. Governing Law.This Contract shall be made in,governed by,and interpreted in accordance with the laws
of the State of Washington.
C. Authority. Each individual executing this Contract on behalf of the City and Agency represents and
warrants that such individuals are duly authorized to execute and deliver this Contract on behalf of the Agency or the
City.
D. Captions. The respective captions of the sections of this Contract are inserted for convenience of
reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Contract.
E. Counterparts. This Contract may be executed in any number of counterparts,which counterparts shall
collectively constitute the entire Contract.
F. Compliance witli 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]
CITY OF CITY HALL
F+ d a ra l Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cifyoffederalway.com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
Y
A rrell,'mayor Ste Tey' , C, City Clerk
77
DATE: 3 f APPROVED AS TO FORM:
J. Ryan Call, City Attorney
KAYA strategik, LLC:
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Title:
DATE:
STATE OF WASHINGTON )
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COUNTY OF )
On this day personally appeared before me evt' 70 7to me known to be the
ow ' of V AIA Q 6 E-L-C that executed the foregoing
instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability
company,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said
instrument.
GIVEN my hand and official seal this �°� day of , 20 2d
W,\\NW jjj l Notary's signature
P, T0,�1to►r Notary's printed name t'�'� �'
�4r�ggo►��1n�`'" ��i,*� Notary Public in and for the State of Washington.
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CITY OF CITY HALL
�. 8th Avenue South
Federal Way,WA 98003-6325
Federal Way
(253) 835-7000
www.cityoffederalway..com
EXHIBIT A
SCOPE OF SERVICES
1. The Contractor shall do or provide the following:
A. Coordinate and finalize training and facilitation strategy, including working with staff, sharing
best practices and tools and inviting relevant speakers and/or organizations.
B. Provide training including preparation on March 16, 2020 for the Human Services Commission.
Training will provide common language on diversity, equity, and inclusion and introduce the use
of an equity lens in funding allocations.
C. Provide training including preparation on April 20, 2020 for the Human Services Commission.
Training will provide information and discussion on grantmaking with an equity lens. This may
include,but not be limited to work with Commissioners on how to approach levels of funding,
length of time organizations have received funding,how to approach well know organizations
versus lesser known or newer organizations.
D. Provide training including preparation on May 18,2020 for the Human Services Commission.
Training will assist the Human Services Commission in applying a racial equity lens. Training
will include application review preparation including review of questions from an application
including what reviewers will be looking for in the responses and practice scoring an application
together.
E. Conduct an equity scan and review of grant application evaluation tools and processes; and
provide recommendations for updates and improvements.
CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www.cltyoffederalway.com
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Eight Thousand Eight Hundred and 00/100 Dollars ($8,800.00).
DATE(MMIDDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE
03112/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN
THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or
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. American Family Insurance-Bl7SineSS Insurance
American Family Insurance-Business Insurance we rN ZXz 1 866-908-0626 FAX
No
PO Box 5316 E-MAIL
Binghamton,NY 13902 ADDRESS: service@amfambusinessinsurance.com
INSURER(S)AFFORDING COVERAGE NAIC#
INSURER A: Midvale Indemnity Company 127138
INSURED INSURER B:
KAYA STRATEGIK LLC INSURER C
10430 61 ST AV E S INSURER D
SEATTLE WA 98178 -..mm........_
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER:1770643010162493 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE
POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH
RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN
IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID
CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IM M,O D,YY Y Y1 fol M;DDIVY YYi LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
A Y N BPP1073468 03/13/2020 03/13/2021 PREMISES(Es occurrence) $50,000
MED EXP(Any one person) $5,000
PERSONAL 8 ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
X
JECT ❑ LOC PRODUCTS-COMPIOPAGG $2,000,000
POLICY PRO-
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea acciden
ANY AUTO BODILY INJURY(Per person)
OWNED SCHEDULED BODILY INJURY
AUTOS ONLY AUTOS (Per accident)
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident)
MERE LA LIAB OCCkJR EACH OCCURRENCE
CESS LIAB CLAIMS-MADE AGGREGATE
DED RETENTION$
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY YIN STATUTE I I ER
ANY PROPRIETORIPARTNERIEXECU
JIVE OFFICER/MEMBER EXCLUDED' N/A E.L.EACH ACCIDENT
(Mandatory in NH) E.L,DISEASE-EA
EMPLOYEE
If yes,describe under
DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT
PROFESSIONAL LIABILITY OCCURRENCE
AGGREGATE
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Consultant and Management Services
CERTIFICATE HOLDER CANCELLATION
CITY OF FEDERAL WAY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
33325 8TH AVE S AUTHORIZED REPRESENTATIVE
FEDERAL WAY WA 98003
I
1988-2415 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
3/5/2020 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
KAYA STRATEGIK LLC
UBI Number:
604 568 469
Business Type:
WA LIMITED LIABILITY COMPANY
Business Status:
ACTIVE
Principal Office Street Address:
701 5TH AVE FL 75, SEATTLE, WA, 98104-7097, UNITED STATES
Principal Office Mailing Address:
10430 61ST AVE S, SEATTLE,WA, 98178-2337, UNITED STATES
Expiration Date:
01/31/2021
Jurisdiction:
UNITED STATES,WASHINGTON
Formation/Registration Date:
01/28/2020
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES
REGISTERED AGENT INFORMATION
Registered Agent Name:
CHERRY CAYABYAB
Street Address:
10430 61ST AVE S, SEATTLE,WA, 98178-2337, UNITED STATES
Mailing Address:
10430 61ST AVE S, SEATTLE,WA, 98178-2337, UNITED STATES
GOVERNORS
Title Governors Type Entity Name First Name Last Name
GOVERNOR INDIVIDUAL CHERRY CAYABYAB
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