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AG 21-180 - EL CENTRO DE LA RAZA
I RETURN TO: Brittany Julius EXT: 253-326-1227 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Community Development/Community Services 2. ORIGINATING STAFF PERSON: Brittany Julius EXT: 253.326-11V7 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 A HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: South King County Systems Navigation Program 6. NAME OF CONTRACTOR: El Centro De La Raze ADDRESS: 2524 16th Ave S., Seattle, WA 98198 TELEPHONE 206-957-4613 E-MAIL: eortega@elcentrodelaraza.org FAX: SIGNATURENAME: EStela Ortega TITLE 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES It COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE 19 ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/02/2021 COMPLETION DATE: 12/31/2021 9. TOTAL COMPENSATION $ 21,000.00 (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 iOYES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED © PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED INITIAL / DATE APPROVED SJB 10/15/2021 JE 10/27/21 COMMITTEE APPROVAL DATE: 11/10/2020 COUNCIL APPROVAL DATE: 11/17/2020 ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:. ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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.) FLAW DEPARTMENT W5TGNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# COMMENTS: IbUTIAL / DATE SIGNED Ili" /_7_1 11111 - �Mw 10 111 '7 CITY OF CITY HALL Fe d e ra I Vila 33325 8th Avenue South 4W Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway. com CDBG PUBLIC SERVICES CONTRACT FOR SOUTH KING COUNTY SYSTEMS NAVIGATION PROGRAM This Community Development Block Grant ("CDBG") Human Services Contract ("Contract") is made between the City of Federal Way, a Washington municipal corporation ("City"), and El Centro de la Raza, 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: EL CENTRO DE LA RAZA: Estela Ortega 2524 16th Ave S. Seattle, WA 98198 (206) 957-4613 (telephone) CITY OF FEDERAL WAY: Brittany Julius 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2651 (telephone) .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: 2021 CDBG PUBLIC SERVICES CONTRACT - 1 - 8/2017 CITY OF Federa I I. Scope of Contract CITY HALL Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www utyoffedecalway com INDEX TO CONTRACT SECTIONS II. Duration of Contract III. Compensation and Method of Payment IV. Budget V. Internal Control and Accounting System VI. Maintenance of Records VII. Monitoring and Reporting Requirements VIII. Evaluations and Inspections IX. Corrective Action X. Assignment XI. Termination XII. Future Support XIII. Hold Harmless and Indemnification XIV. Insurance Requirements XV. Nondiscrimination and Equal Employment Opportunity XVI. Section 504 and Americans with Disabilities Act XVII. Subcontracts and Purchases XVIII. Conflict of Interest I. SCOPE OF CONTRACT XIX. Political Activity Prohibited XX. Faith -Based Activities XXI. Equipment Purchase, Maintenance, and Ownership XXII. Notices XXIII. Proprietary Rights XXIV. Contract Amendments XXV. Entire Contract/Waiver of Default XXVI. Miscellaneous Provisions XXVII. Supplanting XXVIII. Attorney's Fees & Costs XXIX. Drug -Free Workplace Certification and Other Federal Requirements XXX. Compliance with Health Insurance Portability Accountability Act of 1996 (HIPAA) XXXI. Confidentiality XXXII. Debarment and Suspension XXXIII. General Provisions 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 2021 CDBG Funds including the 2021 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 2021 CDBG PUBLIC SERVICES CONTRACT - 2 - 8/2017 CITY OF CITY HALL -ftFederal �� Feder 8th Avenue South �� ` Y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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. 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 3 - 8/2017 CITY OF Federal 'Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www ciryoffederalway com 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 2021 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. Com ensation 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. Agency. 2. Be no more liberal than policies, procedures, and practices applied uniformly to other activities of the Be accorded consistent treatment through application of account policy and procedures approved and/or prescribed herein. 4. Not be allowable under or included as costs of any other federal, state, local or other agency -financed programs in either prior or current periods. 2021 CDBG PUBLIC SERVICES CONTRACT - 4 - 8/2017 CITY OF CITY HALL Fe d e ra I Wa 33325 Avenue South y Federall Way. WA 98003-6325 (253)835-7000 www dtyoflederalway com 5. Be net of all applicable credits such as purchase discounts, rebates or allowances, sales of publication or materials, or other income or refunds. 6. Be fully documented. D. Submission of Invoices. Supporting Documentation and Reports. On a quarterly basis, the Agency shall submit an invoice, supporting documentation for eligible costs (as defined in subsection C above) claimed in the invoice and all reports as specified in each 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 ProgrTm. The Agency shall submit its final invoice for each Exhibit providing funding for Service Programs by January 6, 2022. The Agency shall submit all outstanding reports for each Program Exhibit providing funding for Service Programs by January 15, 2022. 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 Unbent City Funds. 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 3 l't following the calendar year in which the Program Income is collected by the Agency. Program Income is to be returned to the City unless the City specifies that it may be retained by the Agency. If the City authorizes the Agency to retain the Program Income to continue or benefit a project(s), the Agency shall comply with all provisions of this Contract in expending the funds. This duty to repay the City shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Section. IV. BUDGET The Agency shall apply the funds received from the City under this Contract in accordance with the line item budget set forth in each 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 5 - 8/2017 CITY OF CITY HALL AwSFe d e ra 11!1!a Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Cily. 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. 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 2021 CDBG PUBLIC SERVICES CONTRACT -6- 8/2017 CITY OF CITY HALL � 33325 8th Avenue South y Federal Way, WA 98003-6325 Federal (253) 835-7000 www af}roflederaWay com spouses, senior citizens, adults meeting the Bureau of the Census' Current Population Reports definition of "severely disabled," homeless persons, illiterate persons, persons living with AIDS, and migrant farm workers), records documenting: (1) that the facility exclusively serves the eligible class; and (2) there is no generally available data indicating specific population served is not predominantly low- or moderate -income. 4. For a service or facility which offers benefits uniformly without regard to income to all persons residing within a delineated area, records establishing: (1) boundaries of the service area; (2) the income characteristics of families and unrelated individuals in the service area; and (3) if the percent of low- and moderate - income persons in the service area is less than fifty-one (51) percent, data showing that the area qualifies under the exception criteria set forth at 24 C.F.R. § 570.208(a)(1)(ii). H. Records of Program Operations, Management and Evaluation. Agency shall maintain all records of: 1. Operating policies and procedures; 2. Employee qualifications, training, and evaluation; 3. Principal operations data including, but not limited to, work units completed, clients served (classified by client and service characteristics), staff hours utilized, etc.; 4. Self -evaluation of services, programs and employment practices for compliance with Section 504 and ADA requirements. I. Property Records. Agency shall maintain all records identifying any real and personal property acquired or improved in whole or in part with funds under this Contract (OMB Super Circular 2 C.F.R. § 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: Agency's adopted code of conduct governing officers' and employees' actions in contracting and purchasing; 2. Agency's standard operating procedures for authorizing and executing purchases and contract procurements of various sizes and types; 3. Agency's individual purchases or contracts over $10,000 as required by the OMB Super Circular 2 C.F.R § 200; 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 7 - 8/2017 CITY of CITY HALL Fe d e ra I Wa Feder Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.ci"ffeder,ilway.com L. Personal Information — Notice of 5ecuri Breach. 1. If the Agency maintains computerized or other forms of data that includes personal information owned by the City, the Agency shall notify the City of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590(2). 2. The Agency shall provide all information requested by the City including the following in accordance with RCW 42.56.590 and any other applicable federal, state and local statute: a. Circumstances associated with the breach; b. Actions taken by the Agency to respond to the breach; and c. Steps the Agency shall take to prevent a similar occurrence. This information shall be provided in a format requested by the City. 3. The City may at its sole discretion, require the Agency to contact the appropriate law enforcement agency and to provide the City a copy of the report of the investigation conducted by the law enforcement agency. 4. The Agency shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Agency shall also be responsible for any cost associated with notifying the affected individuals. This notification may be by written notice or electronic notice in accordance with RCW 42.56.590(7). 5. If the Agency demonstrates that the cost of providing notice would exceed $250,000, or that the potentially affected persons exceeds 500,000, or the Agency does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590(7)(c). a. E-mail notice when the Agency has an e-mail address for the subject persons; b. Conspicuous posting of the notice on the Agency's web site page, if the Agency maintains one; and c. Notification to major County -wide media. 6. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: a. An individual's first name or first initial and last name in combination with any one of the following data elements, when either the name or the data elements are not encrypted: social security number; driver's license number or Washington identification card number; or b. Account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual's financial account. VII. MONITORING AND REPORTING REQUIREMENTS A. Monitoring. Agency understands and agrees that it will be monitored by the City and HUD from time to time to assure compliance with all terms and conditions of this Contract and all applicable local, state, and federal laws, regulations, and promulgated policies. Monitoring by the City under this Contract shall include, but not be limited to: (1) on -site inspections by City staff, (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 2021 CDBG PUBLIC SERVICES CONTRACT . 8 - 8/2017 CITY OF CITY HALL Fe d e ra a 33325 Avenue South �� y Federall Way, WA 98003-6325 (253) 835-7000 www.cltyoffederalway.com (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. Cpy 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 Auditor Review Requirements. Additional auditor review requirements maybe imposed on the City, and the Agency shall be required to comply with any such requirements. VIII. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection or 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. C. Agfeement to Cooperate. The Agency agrees to cooperate with the City or its agent in the evaluation of the Agency's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with Chapter 42.56 RCW now and as hereafter amended. IX. CORRECTIVE ACTION A. Default by A enc 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: 2021 CDBG PUBLIC SERVICES CONTRACT - 9 - 8/2017 CITY OF CITY HALL Federal Wa Feder 8th Avenue South Federal Way, WA 98003-6325 �../ (253) 835-7000 www ciryoffederalway com 1. The City shall notify the Agency in writing of the nature of the breach. 2. The Agency shall submit a plan describing the specific steps being taken to correct the specified deficiencies (the "Corrective Action Plan"). The Corrective Action Plan shall be submitted to the City within ten (10) business days from the Agency's receipt of the City's notice under this Section. The Corrective Action Plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than thirty (30) days from the date the City receives the Agency's Corrective Action Plan, unless the City, in its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions. 3. The City shall notify the Agency, in writing, within ten (10) business days of receipt of the Plan, of the City's determination as to the sufficiency of the Plan. The determination of sufficiency of the Plan will be at the sole discretion of the City. B. Termination of Contract. In the event that the Agency does not respond within the appropriate time with a Corrective Action Plan, or the Agency's Corrective Action Plan is determined by the City to be insufficient, the City may commence termination of this Contract in whole or in part pursuant to Section XI.B; C. City Withholding of Payment. The City may withhold any payment owed the Agency or prohibit the Agency from incurring additional obligations of funds until the City is satisfied that corrective action has been taken or completed; and D. No Waiver of Other Remedies. Nothing herein shall be deemed to affect or waive any rights the Parties may have pursuant to Section XI. or other remedies authorized by law. X. ASSIGNMENT The Agency shall not assign any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the prior written consent of the City. Additional terms for City consent to such Assignment may be described in a 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. 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 10- 8/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www ciryoffederalway com 3. If the Contract is terminated as provided above: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; (2) the Mayor's determination of such compensation shall be binding and conclusive; and (3) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. B. Termination for Cause. 1. The City may terminate this Contract, in whole or in part, immediately upon written notice to the Agency in the event: (1) the Agency materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a Corrective Action Plan acceptable to the City; or (2) the duties, obligations, or Services required herein become impossible, illegal, or not feasible. 2. If the City terminates the Contract pursuant to this section, the Agency shall be liable for damages, including any additional costs of procurement of similar Services from another source. 3. If the termination results from acts or omissions of the Agency, including but not limited to misappropriation, nonperformance of required Services, or fiscal mismanagement, the Agency shall return to the City immediately, any funds, misappropriated or unexpended, which have been paid to the Agency by the City. 4. If the Contract is terminated as provided in this Subsection: (1) the City shall be liable only for payment in accordance with the terms of this Contract for Services rendered prior to the effective date of termination; and (2) the Agency shall be released from any obligation to provide such further Services pursuant to the Contract as are affected by the termination. C. Waiver. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations, terms, and conditions set forth in this Contract are breached by the other party. XII. FUTURE SUPPORT The City makes no commitment to support the Services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. XIII. HOLD HARMLESS AND INDEMNIFICATION A. Agency is an Independent Contractor. In providing Services under this Contract, the Agency is an Independent Contractor, and the Agency, its officers, agents, or employees are not and shall not be considered the employees of the City for any purpose. The Agency shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these Services and shall make no claim of career service or civil service rights that may accrue to a City employee under state or local law. The City assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by or on behalf of the Agency, its employees, and/or others by reason of this Contract. The Agency shall protect, indemnify, and save harmless the City, its officers, agents, and employees from and against any and all claims, costs, and/or 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, 2021 CDBG PUBLIC SERVICES CONTRACT - 11 - 8/2017 CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com 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. 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 2021 CDBG PUBLIC SERVICES CONTRACT - 12 - 8/2017 CITY OF CITY HALL Fe d e ra I Wa 8th Avenue South Feder y Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederalway com 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. 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 form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9. 4. Workers' Compensation. Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or Other States' state law. 5. Stop Gap/Employers Liability. Coverage shall 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 LOSS —SPECIAL FORM or project appropriate equivalent. D. Minimum Limits of Insurance —Services Agreements: The Agency shall maintain limits no less than the following, for: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the Aggregate. damage. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. E. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to, and approved by, the City. The deductible and/or self -insured retention of the policies shall not apply to the Agency's liability to the City and shall be the sole responsibility of the Agency. F. Other Insurance Provisions. All liability insurance policies required in this Contract except Professional and Workers' Compensation are to contain, or be endorsed to contain, the following provisions: 2021 CDBG PUBLIC SERVICES CONTRACT - 13 - 8/2017 CITY OF CITY HALL Fe d e ra I Way Feder l Avenue South Federal Way. WA 98003-6325 (253) 835-7000 wwwWyoflederalwaycom 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 Aolicable Laws. The Agency shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include, but are not limited to, Chapter 49.60 RCW; Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000(a) et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; and the Restoration Act of 1987. The Agency shall further comply fully with any affirmative action requirements set forth in any federal regulations; statutes or rules included or referenced in the contract documents. C. Fair Housing Protections. The Agency shall comply with the federal Fair Housing Act, Public Law 90- 284 (42 U.S.C. § § 3601 et seq.) The Agency shall take necessary and appropriate actions to prevent discrimination in any housing -related project under this contract, which includes rental housing projects and/or projects that include residential real estate -related transactions, as required by the Federal Fair Housing Act as amended (42 U.S.C. § 3601) and the Washington State Law Against Discrimination (Chapter 49.60 RCW). Residential real estate -related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 14 - 8/2017 4'S CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com 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 DiscriminatM 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. 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 2021 CDBG PUBLIC SERVICES CONTRACT - 15 - 8/2017 CITY OF CITY HALL Fe d e ra I Wa Feder l Avenue South f � Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 &equirements 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. I. No Conflict with Federal Requirements. As indicated by HUD Notice CPD 04-10, a faith -based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 U.S.C. § 2000e-1(a), is not forfeited when the organization receives HUD funding. Faith -based organizations, like any other entity participating in a HUD -funded program, must, however, comply with all the statutory requirements of that particular HUD -funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non-discrimination requirements on all agencies, subgrantees, or contractors. Religious organizations that believe that certain non-discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act, 42 U.S.C. §§ 4000bb- 3, 4000bb-2(1), which applies to all federal law and its implementation. Agencies, subgrantees, or contractors should be aware that anti -discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith -based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XVL 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 2021 CDBG PUBLIC SERVICES CONTRACT - 16 - 8/2017 CITY of CITY HALL Federal Wa 33325 8th Avenue South �(253)� Federal Way, WA 98003-6325 (253) 835-7000 www utyoffederalway com 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. ApprovaI 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, 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 17 - 8/2017 CITY OF CITY HALL �� Feder Federal Way 8th Avenue South Federal Way, WA 98003-6325 �� (253) 835-7000 www.cityoffederalway.com 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 Lobb in . 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. XX. 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 18 - 8/2017 CITY OF CITY HALL � 33325 8th Avenue South � Y Federal Way, WA 98003-6325 ,4!Federal (253) 835-7000 www cityoffederalway com 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. C. Lquipment 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 2021 CDBG PUBLIC SERVICES CONTRACT - 19 - 8/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederalway com 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 Parry 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. XXVI. 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. XXVII. SUPPLANTING 2021 CDBG PUBLIC SERVICES CONTRACT - 20 - 8/2017 CITY OF CITY HALL 4 Fe d e ra 11lllay Feder l8th Way, WA 98003-6325 Avenue South Federal (253)835-7000 www clryoffederalway com 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. 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 21 - 8/2017 ,4!CITY OF CITY HALL Fe d e ra I ay 33325 Avenue South Federall Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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. C. Authorily. 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 2021 CDBG PUBLIC SERVICES CONTRACT - 22 - 8/2017 CITY of CITY HALL ,4SFederal Wa33325 8th Avenue South Y Federal Way, WA 98003-6325 (253)835-7000 www. cooffederalway.. com 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] 2021 CDBG PUBLIC SERVICES CONTRACT - 23 - 8/2017 CITY OF CITY HALL FederaY a 8th Avenue South Feder Y Federal Way, WA 98003-6325 (253)835-7404 www.ciWfTederrahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jir��F' ell, ayor DATE: 3 .-� EL CENTRO DE LA RAZA: By: L � Printed Name: C Title: L tLANK r DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF �V)0) ATTEST: �1 Ila ie ourtney,`CMC, City Clerk APPROVED AS TO FORM: J. an Call, City ttarney r 90TAII PUBLIC On this day personally appeared before me to me known to be the IY6,-v- of CA, hC 1.6 EA2A 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 b day of ► Q',J f Xvy— , 20? J Notary's signature Notary's printed name cam` ►ram Notary Public in and for the State of Washington My commission expires ZI ;21 ! -20 Z z 2021 CDBG PUBLIC SERVICES CONTRACT - 24 - 8/2017 CITY Or CITY HALL �L. Fe d e ra 111�1'ay Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciWoffe derv,ilway com "EXHIBIT A" PROGRAM SCOPE OF SERVICES 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 ensure eligible individuals and families are able to access and utilize both public and private systems in order to meet their most immediate needs. Staff will also focus on empowering individuals by building their skills to identify and access available programs that focus on employment, affordable housing and transportation, money management, food access, healthcare coverage, medical services, childcare, and public, primary, and post -secondary education. 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 $ Twenty -One Thousand and 00/100 dollars ($21,000.00). A. City of Federal Way Funds City of Federal Way Community $21,000.00 Development Block Grant Total Citv of Federal Way Funds: $21,000.00 B. Line Item Budget Personnel Services detail below $18,890.91 Office or 02erating Supplies $100.00 Consultant or Purchased Services Construction Contracts Communications Travel and Training $100.00 Other s cify below): Admin/Indirect $1 909.09 Total City of Federal Way Funds: $21,000.00 C. Personnel Detail Position Title Position Full Time Annual Salary CDBG Funds Equivalent and Benefits Benefits Navigator 1 FTE $65,000.00 $18,890.91 Total: $65 000.00 $18,890.91 2021 CDBG PUBLIC SERVICES CONTRACT - 25 - 8/2017 CITY OF ,�S� Federal III. Performance Measures A. Number Served funds: CITY HALL Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com The Agency agrees to serve, at minimum, the following unduplicated number of persons with CDBG 111 Quarter 2"1 Quarter 3rd Quarter 4" Quarter Total in Year JAN. MARCH APRIL - JUNE JULY - SEPT. OCT. - DEC. 2021 No. of Federal Way persons served 54 54 54 54 216 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter: 11' Quarter JAN. - MARCH 21d Quarter APRIL - JUNE 3rd Quarter JULY - SEPT. 41h Quarter OCT. - DEC. Total in Year 2021 Information and Referral 54 54 54 54 216 C. Definition of Services 1. Information and Referral — Clients will have individual sessions where Systems Navigation staff will conduct a bilingual 1:1 needs assessment, assess eligibility, locate appropriate public benefit programs, provide referrals to relevant internal and external supportive services, and assist in the completion of registrations, enrollments, and/or renewals. 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: 1. Program participants will successfully access health insurance, Social Security/SSI payments, TANF benefits, SNAP benefits, and other benefits from public assistance programs. 2021 Outcome Target: 85% IV. Records A. Project Files. The Agency shall maintain files for this project containing the following items: Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Scope and the City's notice to proceed on this project. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment. 2021 CDBG PUBLIC SERVICES CONTRACT - 26 - 8/2017 CITY OF CITY HALL AM&,Federal Wa Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 5 1 % 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. Income as defined by 24 C.F. §5.609 shall be used to determine persons' or households' income. The following methods may be used to determine income eligibility: a) Paystubs, bank statements, or similar documents; 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 27 - 8/2017 4S CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 wvwv cityoffederalway. com 2021 HUD CDBG INCOME GUIDELINES King County, Washington Effective June 1, 2021 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY EXTREMELY VERY LOW- LOW - SIZE LOW-INCOME INCOME INCOME 1 $24,300 $40,500 $63,350 2 $27,800 $46,300 $72,400 3 $31,250 $52,100 $81,450 4 $34,700 $57,850 $90,500 5 $37,500 $62,500 $97,750 6 $40,300 $67,150 $105,000 7 $43,050 $71,750 $112,250 8 $45,850 $76,400 $119,500 2020 HUD CDBG INCOME GUIDELINES King County, Washington Effective Ju!y 1, 2020 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY EXTREMELY VERY LOW- LOW - SIZE LOW-INCOME INCOME INCOME 1 $25,100 $41,800 $66,700 2 $28,650 $47,800 $76,200 3 $32,250 $53,750 $85,750 4 $35,800 $59,700 $95,250 5 $38,700 $64,500 $102,900 6 $41,550 $69,300 $110,500 7 $44,400 $74,050 $118,150 8 $47,300 $78,850 $125,750 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 1 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 28 - 8/2017 CITY OF CITY HALL Federal Way 33325 8th Avenue South 1pwftft_t:S Federal Way, WA 98003-6325 www cr1 yof1'eden� f way com The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of your outcome measure(s) annually on the Outcomes Report to be submitted at the end of the fourth quarter. City staff may waive specific Agency reporting requirements in writing. City staff may also require additional reports, as needed, to monitor of the program. B. Invoicing and Reporting Schedule. Forms shall be submitted no less frequently than quarterly and are due on the following dates, or within 10 days of notice to proceed, whichever is later. The Agency shall submit forms to the City in accordance with the following schedule: 1 st Quarter: April 15, 2021: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 2nd Quarter: July 15, 2021: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 3rd Quarter: October 15, 2021: 1. Quarterly Reimbursement Request form and backup documentation of expenses 2. Quarterly Program Accomplishment forms 4th Quarter: January 6, 2022: 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: 1 st Qtr $5,250.00 2nd Qtr $5,250.00 3rd Qtr $5,250.00 4th Qtr $5,250.00 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly invoices shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year-end on the Program Accomplishment Report. 2021 CDBG PUBLIC SERVICES CONTRACT - 29 - 8/2017 CITY OF CITY HALL A4! Federal V11a 33325 8th Avenue South Y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com VI. Conditions of Funding The Agency is responsible for meeting the applicable portions of the funding conditions adopted as part of the CDBG Allocation Process for the program year of this contract. VII. Public Information In all news releases and other public notices related to projects funded under this 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. 2021 CDBG PUBLIC SERVICES CONTRACT - 30 - 8/2017 4% CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www uryolfe deralway com EXHIBIT B CERTIFICATION RE: DEBARMENT AND SUSPENSION EL CENTRO DE LA RAIA INC DUNS Unique Entity lD OT09T5859 SAM Unique Entity ID KC28SFCYR3R3 CAGE/ NCAGE 43GF5 Physical Address 252416TH AVE S STE 209 Seattle, Washington 98144-5104, United States Expiration Date Registration Status Apr 23, 2022 I 1 0 Active Purpose of Registration All Awards Mailing Address 252416TH Avenue South Seattle, Washington 98144-5104, United States "The DUNS number is currentlythe official Unique Entity ID 2021 CDBG PUBLIC SERVICES CONTRACT - 31 - 8/2017 OP ID: SR AC�RD' CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 01/04/2021 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: Sprague Israel Giles PHONE FAX 1501 Fourth Avenue, Suite 730 WC. No Ext : IXC, Noy: Seattle, WA 98101-3225 ADDRL DDREss: John M. Policar PnonucER ELCEN-1 INSURER(S) AFFORDING COVERAGE NAIC # INSURED El Centro de la Raza & ECR INSURER A: Massachusetts Bay Ins Co 22306 2524 16th Avenue South INSURERB:Allmerica Financial 41840 Seattle, WA 98144-5104 INSURER C INSURER D : INSURER E : INSURER F : r+n%1CDAfl-Ce r'1[7i7TM1r ATF NiiMRFR RFVISION NIJMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A POLICY NUMBER POLICYEFF MM/DD YY POLIO EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X ZD2A513644-06 01/01/2021 01/01/2022 _A�aA E TO RENTED PREMISES Ea occurrencel $ 10,00 MED EXP (Anyone person) $ 10,00 CLAIMS -MADE u FTIOCCUR 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 PR0 LOC B AUTOMOBILE LIABILITY ANY AUTO AW2A513636-06 01/01/2021 01/01/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ALL OWNED AUTOS X PROPERTY DAMAGE (PER ACCIDENT) $ SCHEDULED AUTOS HIRED AUTOS X Comp Ded NON -OWNED AUTOS $ 50 X Coll Ded $ 1,00 Phys Damage $75,000 UMBRELLA LIAB 1 OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERWEMBER EXCLUDED? (Mandatory in NH) N/A )i_132A513644-06 +WA STOP GAP 01/01/2021 01/01/2022 _ WC STATU- X OTH• TDR L 1SS ELj E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below 1 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) The City of Federal Way is additional insured if required by written contract or agreement, subject to the General Liability additional insured provision endorsement. Re: Human Services Agreement -After School & Summer Learning Program CITY-03 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Sarah Bridgeford 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way, WA 98003-6325 U 19BB-2UU9 AGUKU GUKPUKAI IUN. All rignts reservea. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD License Information: Entity nane: EL CENTRO DE LA RA➢A Business name: EL CENTRO OE LA RAZA Entity type Nohproft Corpora:ior UBI 9. 601-M5-014 Business ID-. 001 Location 10: 0001 Locatiore ACtne Location address: 252416TH AVE S SEATTLE WA 96144 Matiirq address: 2524 16TH AVE S SEATTLE WA 96144-5104 Excise tax and reseller permit slat= Cl ck here Sevetary of State status: Cl ck here New search Back to results CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyoffederalway.. com City of Federal Way CDBG Contract Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: -elv�vc, 6 `c, V—CiZI!% (Contracting Agency), for the following: & e'k& 1 (Program Title). J Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) (Printed Name) -J (Title) t 0 -,-� (ZI (Signature) (Date) Additional Authorized Signature: (Printed Name) (Title) Additional Authorized Signature: (Signature) (Date) (Printed Name) (Title) (Signature) (Date) Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. Article I. Article II. BYLAWS OF El Centro de la Raza NAME OF THE CORPORATION The Center for People of All Races;, A voice and a hub for the Latino community as we advocate on behalf of our people and work to achieve social justice. Section 1.01 The name of the Corporation will be El Centro de La Roza (hereinafter referred to as the "Corporation "). GOALS AND PURPOSES OF THE CORPORATION Section 2.01 Purpose of the Corporation The purposes for which this Corporation is formed are exclusively charitable, scientific, or educational, and consist with the following: a) To raise the health, educational, economic and social levels of the Chicano/Latino population of King Counly, Washington and the low-income residents of the Beacon Hill, Georgetown, South Park and Rainier Valley neighborhoods of Seattle, Washington. b) To provide bilingual and bi-culturally appropriate services to the target populations of the Corporation, including: social services, employment services, educational services, economic and housing development services, advocacy, and cultural services. c) To eliminate all forms of racial, sexual, age and economic discrimination in our society and to promote the recapture of the culture, language and respect of the Chicano/Latino community. d) To support the struggle of low-income and people of color everywhere for: health care, housing, employment, equal educational opportunity, democratic processes, an equitable economic system, dignity, and respect. e) This corporation shall hold no membership. Article III. DIRECTORS Section 3.01 Powers The activities, affairs, and property of the Corporation will be managed, IIPa«e EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 directed and controlled, and its powers exercised by, and vested in, the Board of Directors. The Board will assure that the Corporation remains representative of, and accountable to, the communities served by the Corporation, to the works, Civil Rights participants and clients of the Corporation. Section 3.02 Numbers, Composition and Terms The number of Directors will not be less than twelve (12) nor more than eighteen (18). The Board will be composed as follows: a) At least one-third of the Directors will be chosen in accordance with democratic selection procedures adequate to assure that they are representative of the poor who are served by the Corporation; b) One-third will be elected public officials currently holding office, or their representatives; except that if the number of elected officials reasonably available, and willing to serve, is less than one-third of the total number of Directors. Appointive public officials may be seated as public representatives; and c) The remainder of Directors will be officials or members of business, industry, labor, religious, welfare, education, or other major groups and interests in the community. d) Unless a Director dies, resigns or is removed, he or she shall hold office for a term of three years or until his or her successor is elected, whichever is later. Section 3.03 Manner of Election of Directors (a) At any time there is a need to elect Directors who will serve as a representative of the poor, the Board will designate organizations or groups representative of the low-income community served by the Corporation, or groups made up of recipients of the services provided by the Corporation, that will be entitled to elect Directors to serve as representatives of the poor, and the persons thus elected will become Directors upon notice to the Board of such election by the organization or group so designated. (b) At any time there is the need to elect Directors who qualify as public officials or their designees, the Board will solicit nominations from such public officials as are willing and available to serve as Directors or to appoint a designee to serve as a Director. Nominees will become Directors when approved by a majority of the Directors then in office. 2 1 P a - c EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 (c) At any time there is a need to elect Directors who will serve as representatives of business, industry, labor, religious, welfare, education, or other major groups and interests in the community, the Board will solicit nominations from businesses, social service agencies, labor organizations, religious organizations, educational institutions, or other community groups. Nominees will become Directors when approved by a majority of the Directors then in office. (d) To qualify for election as a Director, a person must be committed to the goals and principles of the Corporation, as determined by a screening Committee designated by the Board and made up of representatives of the Board and staff of the Corporation. No employee of the Corporation may serve as a Director. Section 3.04 Resignation Resignation Any Director may resign at any time by delivering a written resignation to the President of the Corporation. Section 3.05 Removal Any Director may be removed with cause, including, but not limited to, having three (3) consecutive unexcused absences from regularly scheduled Board meetings, at any time, by the affirmative vote of two-thirds of the Directors present at a meeting of Directors, the notice of which will have specified the proposed removal. Section 3.06 Vacancies Whenever a vacancy occurs, it will be filled consistent with the composition and election requirements set forth in Sections 3.02 and 3.03 of these Bylaws, and each such Director so elected will hold office for the remainder of the term of the directorship so vacated. Section 3.07 Adequate Board Representation Any low-income individual, community organization, or religious organization, or representative of low-income individuals that considers its organization, or low-income individuals, to be inadequately represented on the Board can petition El Centro de la Raza for adequate representation by contacting the Executive Director. Section 3.08 Meetings Meetings of the Board of Directors may be called by the President, Vice - President, Secretary, Treasurer, or Executive Director, and in addition, a meeting must be called by any of the Officers listed above on the written 31Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 request of any three Directors. Regular meetings of the Board of Directors will be held periodically. Section 3.09 Notice of Primary Meetings Notice of all meetings of the Directors will be e-mailed to each Director no later than three (3) days prior to the meeting. In the event that a board members has no email, written correspondence will be sent to their residence or usual place of business not less than seven (7) days prior to the meeting, Each such notice will state the day, time, and place of such meeting. Section 3.10 QUORUM At all meetings of the Board of Directors one third of the total number of Directors will be necessary and sufficient to constitute a quorum for the transaction of business. Each Director will have one vote. At all meetings of the Board of Directors, except as otherwise expressly required by these Bylaws, all matters will be decided by the vote of a majority of the Directors present at the meeting. No voting by proxy will be permitted. Section 3.12 Electronic Voting Voting by electronic mail (e-mail) is permitted under these Bylaws but are to be reserved for issues of importance, expediency and when it is not practical to call a physical Board of Directors meeting this will be under the discretion of the Executive Director and President. In the event that Board action is considered desirable at a time between regularly scheduled meetings. In such cases, all Board Directors have the right to submit a vote within a specified time period (no less than 48 hours). Vote by e-mail will be conducted in the following manner: a. The Executive Director and President may request a vote via e-mail. Directors shall have 2 options regarding their vote: i. Vote to pass the motion ii. Vote to reject the motion 4 1 P a - e EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 b. All board members should have access to electronic mail, and it is the responsibility of each director to inform the Executive Director of the correct e- mail address for purposes of correspondence and e-mail voting. Communication alternatives to email may be designated by the Executive Director or President for use in lieu of email in a cased case basis. _ - Section 3.13 Action by Board of Directors without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if consent in writing to the act is signed by all Directors entitled to vote. The written consent will be filed with the minutes of the proceedings of the Board, and the action taken will have the same force and effect as a unanimous vote of Directors. Section 3.14 Compensation The Directors of the Corporation will serve as such without salary, but the Board of Directors may authorize payment by the Corporation of the reasonable expenses incurred by the Directors in the performance of their duties. Section 3.15 Special Meetings: Special meetings of the Board committees designated and appointed by the Board may be called by or at the request (via email or written notice) of the President or the Executive Director. Section 3.16 Meetings by Telephone Members of the Board or any committee designated by the Board may participate in a phone meeting by means of a conference telephone or similar Communications equipment. All persons participating in the phone meeting must be able to hear each other at the same time. Participation by phone shall constitute presence of a person at a meeting and quorum rules will be followed. Section 3.17 Electronic Meetings In the event a public emergency or natural disaster makes the holding of an in - person meeting of the organization unlawful or impossible, the organization may conduct its meetings by electronic or other remote access means as reasonably necessary for the duration of the emergency or disaster; provided that the organization shall use its best efforts to implement any such virtual meetings with full regard for the need to maintain as much possible accessibility for all members, including those with disabilities and those who lack access to sophisticated technology tools. Any action that could be taken at an in -person 5 1 P a g e EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 meeting, including bylaws amendments, may also be taken at a virtual meeting held pursuant to this clause but any action taken at such virtual meetings shall be subject to ratification at the first regular meeting of the organization held after such virtual meetings. During a virtual meeting, all reasonable technology must be used to authenticate each individual who attends. Determination to hold a given meet as virtual is by the Board President and Executive Director. Section 3.18 Place of Meetings All meetings shall be held at the principal office of the corporation or through electronic meetings. Section 3.19 Notice of Special Meetings Notice will be provided no less than three days prior by email. Communication alternatives to email may be designated by the Executive Director or President for use in lieu of email in a case by case basis. Article IV. COMMITTEES Section 4.01 Designation The Board of Directors may, by resolution adopted by a majority of the whole Board, designate an executive committee and other such committees, task forces, work groups, etc. as it deems appropriate and necessary. Section 4.02 Executive Committee If authorized by the Board, the executive committee will have, and may exercise such, authority of the Board of Directors in the management of the business and affairs of the Corporation as authorized by the Board of Directors: Provided, That the executive committee will not have the authority of the Board of Directors in reference to: amending, altering, or repealing the Bylaws, electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing 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, authoring the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the dissolution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it will not be amended, altered or repealed by any committee. The designation and appointment of the executive committee and the delegation thereto of authority will not operate to relieve the Board of Directors, or any individual 61Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Director of any responsibility imposed upon it bylaw. The executive committee will consist of not less than three (3) Directors. Section 4.03 Other Committees. Task Forces. Work Groups. Etc. The Board of Directors may from time to time establish other committees, task forces, work groups, etc. which will have such duties, and the members of which will hold office for such periods, as the Board of Directors may from time to time determine: Provided, That no committee will have any power or authority which could not be exercised by or had by the executive committee. The rules of procedures of such committees will be determined from time to time by the Board of Directors or, if authorized by the Board of Directors, by the respective committees, task forces, work groups, etc. Any such committee, task force, work group, etc. may be abolished or any member thereof removed, with or without cause, at any time by the Board of Directors. Section 4.04 Vacancies A vacancy occurring in any committee may be filled by the Board of Directors in the manner provided for original designation of such committee members. Section 4.05 Notice of Meetings Reasonable email notice, with a minimum of 3 days notice including time and place, of all committee meetings will be given by the committee chairperson to the members thereof. If a person does not have email, we will call with a 7 day notice. Section 4.06 Quorum: Majority Vote At meetings of any committee, a majority of the number of members designated by the Board of Directors will constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present will be the act of such committee, except as otherwise specifically provided by statute, the article of incorporation, or these Bylaws. If a quorum is not present at the meeting of any committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Section 4.07 Resignation Any member of any committee may resign at any time by delivering e-mail or written notice to the President and the Executive Director. Any such resignation shall take effect at the time specified, 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. 71Pagc EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Section 4.08 Removal of Committee Member The Board, 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. Article V. OFFICERS & EXECUTIVE DIRECTOR Section 5.01 Number and Qualifications The Officers of the Corporation will consist of a President, a Vice President, a Secretary, a Treasurer, Parliamentarian and such other officers as the Board may from time to time designate. Any person may hold any two or more offices of the Corporation, except that no person may serve concurrently as President and Secretary. Section 5.02 Election and Term of Office The Officers of the Corporation will be elected by the Board of Directors from among the Directors than in office and will serve for a term of one (1) year or until his or her successor is elected. Unless an Officer resigns, dies, or is removed prior thereto, he or she will hold office until his or her successor has been chosen and qualified. Section 5.03 Resignation Any Officer may resign at any time by delivering a written resignation to the President or Executive Director. The acceptance of any such resignation, unless required by the terms thereof, will not be necessary to make the same effective. Section 5.04 Removal Any Officer may be removed at any time, with or without cause, by a majority vote of the Directors at a duly held meeting of the Board, the notice of which will have specified the proposed removal. Any officer or agent elected or appointed by the Board may be removed from office by the Board 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. Section 5.05 Vacancies Any vacancy in an officer may be filled by the Board of Directors. Section 5.06 President The President of the Board will preside at all meetings of the Board of Directors, and will have such other powers and duties not inconsistent with these Bylaws as may be assigned from time to time by the Board of Directors. 81Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 If the president is not available the Vice -President or the highest ranking available officer will preside. Section 5.07 Vice Presidents The Vice President of the Board will possess the powers and discharge the duties of the President of the Board in the latter' absence or disability, and will have such other powers and duties not inconsistent with these Bylaws as may be assigned from time to time by the Board of Directors. Section 5.08 Secretary It will be the duty of the Secretary to cause a record to be kept of the corporate affairs of the Corporation including all the meetings of the Board of Directors, to see that all notices are duly given in accordance with these Bylaws, and to perform such other duties not inconsistent with these Bylaws as may be assigned from time to time by the Board of Directors. Section 5.09 Treasurer It will be the duty of the Treasurer to supervise the financial affairs of the Corporation, to a cause a full and accurate record to be kept of same, to provide regular reports to the Board of Directors on the financial status of the Corporation, and to perform such other duties not inconsistent with these Bylaws as may be assigned from time to time by the Board of Directors. Section 5.10 Parliamentarian It will be the duty of the Parliamentarian to serve as the President's adviser and consultant on procedural matters. The Parliamentarian is a source of information on parliamentary procedure. The Parliamentarian unobtrusively calls the attention of the presiding officer to any serious error in procedure, which she/he observes. As far as possible, she/he should anticipate difficult situations and keep the presiding officer advised concerning questions in dispute or points of order. Section 5.11 Records Permanent Files are maintained electronically on the agencies electronic data server which is protected by off -site data backup and storage. Effective September, 2021 the electronic storage will be through Microsoft Office 365 SharePoint Online and OneDrive. SharePoint files will use file retention policies to ensure files subject to ECDLR retention policies are retained according to policy. Microsoft SharePoint Online files have multiple levels of recovery. Versioning and cloud recycle bin will be enabled for all files, protecting against Ransomware and accidental deletion or modification of files. In addition, in case of disaster, Microsoft maintains regular backups of SharePoint sites every 12 hours and each backup is kept for 14 days. 91Pa��c EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Files from 1972 to September 2021 will be maintained at the principal office of the Corporation all financial books and records of account, all minutes of the Board of Directors' meetings and committee meetings of the Corporation, copies of all other material corporate records, books, documents, and contracts. All such books, records, minutes, lists, documents, and contracts will be made available for inspection at any reasonable time during usual business hours by any Director of the Corporation or any duly authorized representative of a Director for any lawful purpose. Upon leaving office, each officer or agent of the Corporation will turn over to his or her successor or the Executive Director, in good order, such corporate moneys, books, records, minutes, lists, documents, contracts, or other property of the Corporation as have been in the custody of such officer or agent during his or her term of office Section 5.12 Executive Director An Executive Director may be hired by, and serve at the pleasure of, the Board of Directors. The Executive Directors will serve as the Chief Executive Officer of the Corporation, exercise general and active management of the business of the Corporation, will report to and advise the Board of Directors on all significant matters relating to the Corporation's business, and will see that all orders and resolutions of the Board of Directors are carried into effect. 101Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Article VI. ADMINISTRATIVE PROVISIONS (Deposits, Checks, Loans, Contracts) Section 6.01 Deposit Of Funds All funds of the Corporation not otherwise employed will be deposited in such banks, trust companies, or other reliable depositories, and under such telms, as the Board of Directors from time to time may determine. Section 6.02 Checks. Etc. All checks, drafts, endorsements, notes, and evidence of indebtedness of the Corporation will be signed by such Officers or agents of the Corporation and in such a manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Corporation will be made in such a manner as the Board of Directors from time to time may determine. Section 6.03 Loans No loans or advances will be contracted on behalf of the Corporation, and no note or other evidence of indebtedness will be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation. Section 6.04 Contracts The Executive Director, Board President or any other Officer specifically authorized by the Board of Directors may, in the name of and on behalf of the Corporation, enter into those contracts or execute and deliver those instruments to the extent authorized by the Board of Directors. No other officer or staff other than those indicated above may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation without the authorization of the Board of Directors II I Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Article VII. CONFLICT OF INTEREST Section 7.01 Conflict of Interest No Member, Director or Officer of the Corporation will be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless a. such contract will be authorized by an absolute majority of Directors present and voting at meeting at which the presence of such Director is not necessary for such authorization, b. the facts and nature of such interest will have been fully disclosed or shown to the members of the Board of Directors present at the meeting at which such contract is so authorized, and c. any interested Director has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest. Article VIII. INDEMNIFCATION OF DIRECTORS AND OFFICERS Section 8.01 Indemnification The Corporation may indemnify any individual made a party to a proceeding because the individual is or was a Director against liability in the proceeding if. (a) The individual acted in good faith; and (b) The individual reasonably believed: (i) In the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in its best interests; and (ii) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. A Director's conduct with respect to an employee benefit plan for a purpose the Director reasonably believed to be in the interests of the participants in and beneficiaries of the 121Pagc EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 plan is conduct that satisfies the requirement that the individual had no reasonable cause to believe the individual's conduct was unlawful. Unless expressly by law or Court Order, the Corporation may not indemnify a Director: (a) In conjunction with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (b) In connection with any other proceeding charging in proper benefit to the Director, whether or not invoking action in the Director's official capacity, in which the Director was adjudged liable on the basis that personal benefit was improperly received by the Director. Indemnification may be made only after a determination has been made in the manner prescribed by law that in the specific case it is permissible under the law and these Bylaws, and will be limited to reasonable expenses incurred in connection with the proceeding. Section 8.02 Insurance and Other Indemnification The Board of Directors will have the power to: (a) Purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of Directors or others to the extent that power to do so has been or may be granted by statute (b) Give other indemnification to the extent permitted by law. Article IX. AMENDMENT OF BYLAWS Section 9.01 Amendment of Bylaws Except as otherwise provided herein, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (213) vote of the Directors present at any regular meeting, a quorum being assembled, setting forth in detail the proposed Bylaw revisions, be given not less than ten (10) days prior to such meeting. 131Pag)e EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 Article X. MISCELLENOUS Section 10.01 Fiscal Year The fiscal year of the Corporation will begin on Januaryl of each year and will end of December 31. Section 10.02 Nondiscrimination The Members, Officers, Directors, committee members, employees, and person served by this Corporation will be selected entirely in a nondiscriminatory basis with respect to age, sex, race, religion and national origin. Section 10.03 Relation to Articles of Incorporation These Bylaws are subject to, and governed by, the Articles of Incorporation. Section 10.04 Rules of Procedure The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a 2/3 majority of the number of Directors in office. The foregoing Bylaws were adopted by the Board of Directors on August 315t 2021. Victoria Kill, Secretary 141Page EL CENTRO DE LA RAZA BYLAWS, UPDATED August 2021 11/22/21, 12:06 PM Corporations and Charities System b-,,,ssCi%P0?ffi? hand Charities Filing System BUSINESS INFORMATION EL CENTRO DE LA RAZA 601 025 014 WA PUBLIC BENEFIT CORPORATION ACTIVE 252416TH AVE S, SEATTLE, WA, 98144, UNITED STATES 252416TH AVE S, SEATTLE, WA, 98144, UNITED STATES 11 /30/2022 UNITED STATES, WASHINGTON 11 /08/1972 PERPETUAL CHARITABLE REGISTERED AGENT INFORMATION https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation Business Name: UBI Number: Business Type: Business Status: Principal Office Street Address: Principal Office Mailing Address: Expiration Date: jurisdiction: Formation/ Registration Date: Period of Duration: Inactive Date: Nature of Business: 1/2 11 /22/21, 12:06 PM Corporations and Charities System Registered Agent Name: EL CENTRO DE LA RAZA 252416TH AVE S, SEATTLE, WA, 98144-0000, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Back Entity Name Street Address: Mailing Address: First Name Last Name ROXANA AMARAL EMMA CATAGUE VICTORIA KILL PABLO MENDOZA NORMA CUEVAS Filing History Name History Print ( Return to Business Search i https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 2/2