HomeMy WebLinkAboutCAG2022-334 - Original - National Council for Community Development, Inc. (NDC) - Small Business Flex Fund: Coronavirus Fiscal Recovery Funds - 03/03/2021Rhonda Bylin ECD
08/10/2022 8/10/2022
May 3, 2022
V00008.64190.6100
Federal
National Development Council Contract
163210 Original
Allocation of ARPA $ awarded to CoK to the Local Flex Fund Loan Program
Funds allocated by CoK are to fund loans to qualifying small businesses
located in Kent. The fund disbursement and program administration will be
managed by the National Development Council.
1,650,000.0 Other
Signature: Adam Long
CAG2022-334
8/10/22 8/10/22 8/10/22
08/10/2022
Rev. 10/12/21 Page 2 of 23
AGREEMENT
Contractor National Council for Community Development, Inc. (“NDC”)
Project Title Small Business Flex Fund
Contract Amount $ 1,650,000
Contract Period From: Effective Date To December 31, 2026
DUNS No. (if applicable) 073273294 SAM No. (if applicable) X3J4ZFLNKKM9
THIS AGREEMENT (“Contract”) is entered into by CITY OF KENT, a political subdivision of
the State of Washington (the “City”), and National Council for Community Development, Inc., a
New York not for profit corporation (the “Contractor”), with offices at 1111 Superior Avenue,
Suite 1114, Cleveland, OH 44114.
FUNDING SOURCES FUNDING LEVELS EFFECTIVE DATES
Coronavirus Local Fiscal
Recovery (CLFR) See Contract Amount Above See Contract Period Above
The City desires to provide grant funds to the Contractor as described in this Contract.
In consideration of payments, covenants, and agreements hereinafter mentioned, to be made
and performed by the parties hereto, the parties mutually agree as follows:
1. Contractor understands and agrees that funds provided under this Contract may come
from a federal source and agrees to comply with any and all additional applicable
terms.
A. Contractor Capacity. Contractor agrees and confirms that it has the institutional,
managerial and financial capacity to ensure proper planning, management and
completion of the Contract.
B. Technical Assistance. If, at any time, Contractor believes its capacity is compromised
or Contractor otherwise needs any sort of assistance, it SHALL immediately notify the
City. The City will make best efforts to provide timely technical assistance to the
Contractor to bring the Contract into compliance.
C. Compliance with Act. Contractor understands and agrees that funds provided under
this Contract may only be used in compliance with section 603(c) of the Social Security
Act (the Act), as added by section 9901 of the American Rescue Plan Act, the U.S.
Department of Treasury’s (“Treasury’s”) regulations implementing that section, and
guidance issued by Treasury regarding the foregoing.
D. Definitions.
Words and terms shall be given their ordinary and usual meanings. Where used in the
Contract documents, the following words and terms shall have the meanings indicated. The
meanings shall be applicable to the singular, plural, masculine, feminine and neutral of the
words and terms. Capitalized terms used in Exhibit A hereto are incorporated by reference
herein.
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ACCEPTANCE OR ACCEPTED - A written determination by the City that the Contractor has
completed the Work in accordance with the Contract.
BENEFICIARY - An individual or organization that receives federal funds as an end
user to respond to the negative impacts of COVID-19 on that
individual or organization.
CONTRACT AMENDMENT - A written change to the Contract modifying, deleting or adding to
the terms and conditions or Scope of Work, signed by both parties,
with or without notice to the sureties.
CONTRACTOR - The individual, association, partnership, firm, company,
corporation, or combination thereof, including joint ventures,
contracting with the City for the performance of Work under the
Contract. A beneficiary is not a contractor.
DAY - Calendar day.
EFFECTIVE DATE - The date the Contract is countersigned by the City (after
Contractor has signed).
KCC - The Kent City Code.
PERSON - Includes individuals, associations, firms, companies, corporations,
partnerships, or combination thereof, including joint ventures.
PROJECT MANAGER - The individual designated by the City to manage the project on a
daily basis and who may represent the City for Contract
administration.
RCW - The Revised Code of Washington.
SCOPE OF WORK (SOW) - An exhibit to the Contract consisting of a written description of the
Work to be performed.
SUBCONTRACTOR - The individual, association, partnership, firm, company,
corporation, or combination thereof, including joint ventures,
entering into an agreement with the Contractor to perform any
portion of the Contractor’s Work covered by this Contract. A
beneficiary is not a subcontractor.
SUBRECIPIENT - An entity that uses the awarded funds to carry out a program for a
public purpose specified in the authorizing statute or ordinance, as
opposed to providing goods or services for the benefit of the City.
A beneficiary is not a subrecipient.
WORK - Everything to be provided and done for the fulfillment of the
Contract and shall include services, goods and supplies specified
under this Contract, including Contract Amendments.
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2. Contract Services and Requirements, and Incorporated Exhibits.
The Contractor shall provide services and meet the requirements included in this Contract and
in the following attached exhibits, each of which is incorporated herein by this reference:
A. Scope of Eligible Expenditures. Funds shall only be used to pay or reimburse costs
and expenditures as described in Exhibit A. No funds may be used to pay or
reimburse expenditures reimbursed under any other federal or state program, or from
any other third-party source; provided the foregoing shall not be deemed to prohibit the
pledge of funds to the collateral agent under the Supported Facility pending the use
thereof as provided in Exhibit A.
B. Contractor Responsibilities. The funds provided under the Contract may come from a
federal source. Contractor agrees to administer the Contract consistent with the terms
and conditions of this Contract, in accordance with section 603(c) of the Act, the
Treasury’s regulations implementing that section, and guidance issued by Treasury
regarding the foregoing, as well as any other applicable federal laws and regulations.
Once the Target is achieved, or when NDC calculates the “Refunded Portion of the
Grant” as defined and described in Exhibit A hereto, and otherwise from time to time
as may be requested by the City, the Contractor shall provide the City with a “Cost
Certification” that funding of this Contract was used for eligible expenditures.
Contractor shall also provide the City with a “Civil Rights Certification” prior to payment
for work authorized by this Contract.
C. Reporting. Contractor shall provide the City with the following reports in a timely
manner:
i. Monthly / Quarterly Expenditure Report by the 10th of month following expenditure
to facilitate required quarterly City reporting. However, this reporting will be limited
to an accounting of the number of loans and their amounts originated in the City,
and such reporting shall only occur until all funds have been disbursed.
Timeframes for more detailed reporting will be as set forth in the Scope of Work,
Exhibit A.
ii. Reserved
iii. Closeout Report
3. Contract Term & Federal Period of Performance.
A. The Contractor acknowledges that the allowed Federal Period of Performance for the
expenditure of federal funds provided for under this Contract is March 3, 2021 to
December 31, 2026.
B. This Contract shall begin when countersigned by City of Kent.
EXHIBIT NAME NUMBER/LETTER
Scope of Work A
Civil Rights Certification B
Lobbying Certification/Disclosure Form C
Cost Certification D
City of Kent Equal Employment Opportunity Policy/
Compliance Statement E
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4. Grant Funds Disbursement.
The City shall disburse to NDC the grant funds, totaling $1,650,000 promptly following the
Effective Date. Grant funds are to be used to support the CDP Washington Loan Fund (d/b/a/
Small Business Flex Fund (the “Flex Fund” or the “Fund”), specifically, the City Small Business
Flex Fund, as further described in Exhibit A hereto.
5. Internal Control and Accounting System.
The Contractor shall establish and maintain a system of accounting and internal controls that
complies with the generally accepted accounting principles issued by the Financial Accounting
Standards Board (FASB), the Governmental Accounting Standards Board (GASB), or both as
is applicable to the Contractor’s form of doing business.
6. Debarment and Suspension Certification.
If this Contract is a covered transaction for purposes of federally funded grant requirements,
the Contractor is required to verify that none of the Contractor, its principals, as defined at 49
CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined
at 49 CFR 29.940 and 29.945. The Contractor is required to comply with 49 CFR 29, Subpart
C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier
covered transaction it enters into. Debarment status may be verified at https://www.sam.gov
By signing and submitting this Contract, the Contractor certifies as follows:
The certification in this clause is a material representation of fact relied upon by City
of Kent. If it is later determined that the Contractor knowingly rendered an erroneous
certification, in addition to remedies available to City of Kent, the Federal
Government may pursue available remedies, including but not limited to suspension
and/or debarment. The Contractor agrees to comply with the requirements of 49
CFR 29, Subpart C while performing this Contract and further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
7. Maintenance of Records.
A. Accounts and Records:
i. Contractor shall maintain ALL (100%) records and financial documents sufficient to
evidence compliance with section 603(c) of the Act, Treasury’s regulations
implementing that section, and guidance issued by Treasury regarding the
foregoing. These records shall be maintained for a period of six (6) years after the
last date that all funds have been expended or returned to the City, whichever is
later, to ensure proper accounting for all funds and compliance with the Contract.
ii. The Treasury Office of Inspector General and the Government Accountability Office, or
their authorized representatives, shall have the right of access to records (electronic
and otherwise) of Contractor in order to conduct audits or other investigations.
iii. The Contractor shall maintain for a period of six years after termination of this Contract
accounts and records, including personnel, property, financial, and programmatic
records and other such records the City may deem necessary to ensure proper
accounting and compliance with this Contract.
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B. Nondiscrimination and Equal Employment Records:
In accordance with the nondiscrimination and equal employment opportunity
requirements set forth herein, the Contractor shall maintain the following for a period of
six years after termination of this Contract:
i. Records of Contractor’s employment, employment advertisements, application
forms, and other data, records and information related to employment, applications
for employment or the administration or delivery of services or any other benefits
under this Contract by Contractor; and
ii. Records, including written quotes, bids, estimates or proposals, submitted to the
Contractor by all entities seeking to participate in this Contract, and any other
information necessary to document the actual use of and payments to
subcontractors and suppliers in this Contract, including employment records.
The City may visit the Contractor’s office to review these records. The Contractor
shall provide all help requested by the City during such visits and make the
foregoing records available to the City for inspection and copying. At all reasonable
times, the Contractor shall provide to the City, the state, and/or federal agencies or
officials access to its facilities—and will make reasonable efforts to provide access
to the facilities of any subcontractor assigned any portion of this Contract in order to
monitor and evaluate the services provided under this Contract. The City will give
reasonable advance notice to the Contractor in the case of audits to be conducted
by the City. The Contractor shall comply with all record keeping requirements of any
applicable federal rules, regulations or statutes included or referenced in the
contract documents. If different from the Contractor’s address listed above, the
Contractor shall inform the City in writing of the location of its books, records,
documents, and other evidence for which review is sought, and shall notify the City
in writing of any changes in location within 14 days of any such relocation.
8. Evaluations and Inspections.
A. Subject to Inspection, Review, or Audit:
The records and documents with respect to all matters covered by this Contract shall
be subject at all time to inspection, review, or audit by the City and/or federal/state
officials authorized by law during the performance of this Contract and for six years
after termination hereof, unless a longer retention period is required by law.
B. Contract Monitoring and Public Records Requests
The Contractor and the City shall engage in monitoring visits to assess the
Contractor’s compliance with contract requirements, quality, and practices. The City
will execute monitoring visits in accordance with the applicable frequency, as
prescribed by the controlling Exhibit under this Contract. The Contractor shall
cooperate with the City and its agents to assess the Contractor’s performance under
this Contract. At the request of the City, the Contractor shall implement a plan to
remedy any items of noncompliance identified during the monitoring process.
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The results and records of these processes shall be maintained and disclosed in
accordance with RCW Chapter 42.56.
If the Contractor considers any portion of any record provided to the City under this
Contract, whether in electronic or hard copy form, to be protected under law, the
Contractor shall clearly identify each such portion with words such as
“CONFIDENTIAL,” “PROPRIETARY” or “BUSINESS SECRET.”
All records of Beneficiaries that contain financial information pertaining to its business
or any personally identifiable information shall be considered confidential whether or
not labeled as such. If a request is made for disclosure of such portion, the City will
immediately notify Contractor and determine, in consultation with Contractor, whether
the material should be made available under the Act. If the City determines that the
material is subject to disclosure, the City will allow the Contractor fourteen (14) days to
obtain an injunction in accordance with RCW 42.56.540. If the Contractor fails or
neglects to take such action within said period, the City will release the portions of
record(s) deemed by the City to be subject to disclosure. The City shall not be liable to
the Contractor for inadvertently releasing records pursuant to a disclosure request not
clearly identified by the Contractor as “CONFIDENTIAL,” “PROPRIETARY” or
“BUSINESS SECRET” or otherwise deemed confidential as aforesaid.
C. Performance, Measurement and Evaluation
The Contractor shall submit performance metrics and program data as set forth in
Exhibits to this Contract. The Contractor shall participate in evaluation activities as
required by the City and shall make available all information required by any such
performance measurement and evaluation processes.
D. Unauthorized Disclosure:
The Contractor and the City each 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.
9. Financial Report Submission.
The Contractor is required to submit a financial reporting package as described in A below and
Exhibit A. All required documentation must be submitted by email to William Ellis, Chief
Economic Development Officer, at Wellis@kentwa.gov by the stated due date.
A. If the Contractor is a Non-Federal entity as defined in 2 CFR Part 200.69 and expends
$750,000 or more in Federal awards during its fiscal year, then the Contractor shall
meet the audit requirements in 2 CFR Part 200 Subpart F. Audit packages are due to
the City within nine months after the close of the Contractor’s fiscal year.
10. Corrective Action.
If the City determines that the Contractor has failed to comply with any terms or conditions of
this Contract, or the Contractor has failed to provide in any manner the work or services (each
a “breach”), and if the City determines that the breach warrants corrective action, the following
procedure will apply:
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A. Written Notification:
The City will notify the Contractor in writing of the nature of the breach.
B. Contractor’s Corrective Action Plan:
The Contractor shall respond with a written corrective action plan within fourteen days
of its receipt of such notification unless the City, at its sole discretion, extends in writing
the response time. The plan shall indicate the steps being taken to correct the specified
breach and shall specify the proposed completion date for curing the breach. This date
shall not be more 30 days from the date of the Contractor’s response, unless the City,
at its sole discretion, specifies in writing an extension to complete the corrective
actions.
C. City’s Determination of Corrective Action Plan Sufficiency:
The City will determine the sufficiency of the Contractor’s proposed corrective action
plan, then notify the Contractor in writing of that determination. The determination of
sufficiency of the Contractor’s corrective action plan shall be at the sole but good faith
discretion of the City.
D. Termination or Suspension:
If the Contractor does not respond within the appropriate time with a corrective action
plan, or the Contractor’s corrective action plan is determined by the City to be
insufficient, the City may terminate or suspend this Contract in whole or in part
pursuant to Section 12.
E. Withholding Payment:
In addition, the City may withhold any payment to the Contractor or prohibit the
Contractor from incurring additional obligations of funds until the City is satisfied that
corrective action has been taken or completed; and
F. Non-Waiver of Rights:
Nothing herein shall be deemed to affect or waive any rights the parties may have
pursuant to Section 12, Subsections B, C, and D.
G. Remedial Actions: In the event of Contractor’s noncompliance with section 603(c) of
the Act, Treasury’s regulations implementing that section, guidance issued by Treasury
regarding the foregoing, or any other applicable federal laws or regulations, Treasury
may take available remedial actions as set forth in 2 C.F.R. 200.339.
H. Recoupment:
i. Contractor agrees that it is financially responsible for and will repay the City any
and all indicated amounts following an audit exception which occurs due to
Contractor’s failure, for any reason, to comply with the terms of this Contract. This
duty to repay the City shall not be diminished or extinguished by the termination of
the Contract.
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ii. In the event of a violation of section 603(c) of the Act, the Grant funds shall be
subject to recoupment by the City, to the extent they have not already been loaned
or granted to Beneficiaries.
iii. Any funds paid to Contractor (1) in excess of the amount to which Contractor is
authorized to retain under the terms of the Contract; (2) that are determined by the
Treasury Office of Inspector General to have been misused by Contractor; (3) are
determined by Treasury to be subject to a repayment obligation by Contractor
pursuant to section 603(e) of the Act; or (4) are otherwise subject to recoupment by
the City pursuant to the terms hereof, and have not been repaid by Contractor to
the City shall constitute a debt to the City.
iv. Any debts determined to be owed the City must be paid promptly by the Contractor.
A debt is delinquent if it has not been paid by the date specified in the City’s initial
written demand for payment, unless other satisfactory arrangements have been
made or if the City knowingly or improperly retains funds that are a debt. The City
will take any actions available to it to collect such a debt.
11. Dispute Resolution.
The parties shall use their best, good-faith efforts to cooperatively resolve disputes and
problems that arise in connection with this Contract. Both parties will make a good faith effort to
continue without delay to carry out their respective responsibilities under this Contract while
attempting to resolve the dispute under this section.
12. Termination.
A. No Termination for Convenience:
Due to the nature of Contractor’s use of the funds pursuant to the Scope of Work, this
Contract may not be terminated by the City without cause, in whole or in part once the
goal for loans to Kent, WA businesses has been met.
B. Termination for Default:
The City may terminate or suspend this Contract, in whole or in part, upon ten days
advance written notice if: (1) the Contractor breaches any duty, obligation, or service
required pursuant to this Contract and either (a) the corrective action process
described in Section 10 fails to cure the breach or (b) the City determines that requiring
a corrective action plan is impractical or that the duties, obligations, or services
required herein become impossible, illegal, or not feasible.
If the termination results from acts or omissions of the Contractor, including but not
limited to misappropriation, nonperformance of required services, or fiscal
mismanagement, the Contractor shall return to the City immediately any funds,
misappropriated or unexpended, that have been paid to the Contractor by the City.
C. Termination for Non-Appropriation:
If expected or actual funding is withdrawn, reduced, or limited in any way by the
Federal government, the City may, upon thirty days advance written notice to the
Contractor, terminate or suspend this Contract in whole or in part.
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If the Contract is terminated or suspended as provided in this Section: the City will be
liable only for payment in accordance with the terms of this Contract for funds
expended prior to the effective date of termination or suspension.
If the Contract is suspended as provided in this Section, the City may provide written
authorization to resume activities if expected or actual funding is reallocated to the City,
which shall be subject to the written agreement of Contractor to resume activities.
D. Non-Waiver of Rights:
Nothing herein shall limit, waive, or extinguish any right or remedy provided by this
Contract or by law or equity that either party may have if any of the obligations, terms,
and conditions set forth in this Contract are breached by the other party.
13. Hold Harmless and Indemnification.
A. Duties as Independent Contractor:
In providing services under this Contract, the Contractor is an independent contractor,
and neither it nor its officers, agents, or employees are employees of the City for any
purpose. The Contractor 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 which may accrue to a City employee under state or local law. The
parties intend that an independent contractor relationship shall be created by this
Contract. The Contractor shall not make any claim of right, privilege or benefit which
would accrue to an employee under chapter 41.06 RCW or Title 51 RCW.
The City assumes no responsibility for the payment of any compensation, wages,
benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by
reason of this Contract.
The Contractor shall protect, indemnify, defend 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 Contractor’s failure to pay any such
compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of
work, services, materials, or supplies by Contractor employees or other suppliers in
connection with or support of the performance of this Contract.
If, for any reason, the Contractor's licenses or certificates, if any, that are required to
perform this Contract, are terminated, suspended, revoked or in any manner modified
from their status at the time this Contract becomes effective such that Contractor
cannot materially perform its obligations hereunder, the Contractor shall notify the City
immediately of such condition in writing. The Contractor and any Subcontractor(s) shall
maintain and be liable for payment of all applicable taxes (except sales/use taxes),
fees, licenses, permits and costs as may be required by applicable federal, state or
local laws and regulations in order for Contractor to provide the Work under this
Contract.
Neither the City nor its officers, agents, or employees are employees of the Contractor
for any purpose. The Corporation assumes no responsibility for the payment of any
compensation, wages, benefits, or taxes, by, or on behalf of the City, its employees,
and/or others by reason of this Contract.
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The City shall protect, indemnify, defend and save harmless the Contractor, its officers,
agents, and employees from and against any and all claims, costs, and/or losses
whatsoever occurring or resulting from (1) the City’s failure to pay any such
compensation, wages, benefits, or taxes, and/or (2) the supplying to the City of work,
services, materials, or supplies by City employees or other suppliers in connection with
or support of the performance of this Contract.
B. Intellectual Property Infringement:
For purposes of this section, claims shall include, but not be limited to, assertions that
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.
The indemnification, protection, defense and save harmless obligations contained
herein shall survive the expiration, abandonment or termination of this Contract.
C. Nondisclosure of Data:
Data provided by the City either before or after Contract award shall only be used for
its intended purpose. Contractors and Subcontractors shall not utilize nor distribute the
City data in any form without the prior express written approval of the City.
D. Non-Disclosure Obligation:
While the Contractor is performing the Work under this Contract, the Contractor and/or
City may encounter personal information, licensed technology, drawings, schematics,
manuals, data and other materials described as “Confidential”, “Proprietary” or
“Business Secret”. Neither the Contractor nor the City shall disclose or publish the
information and material received or used in performance of this Contract. This
obligation is perpetual. The Contract imposes no obligation upon the Contractor or the
City with respect to confidential information which the Contractor or the City can
establish: a) was in the possession of, or was rightfully known by the Contractor or the
City, respectively, without an obligation to maintain its confidentiality prior to receipt
from the other party or a third party; b) is or becomes generally known to the public
without violation of this Contract; c) is obtained by the Contractor in good faith from a
third party having the right to disclose it without an obligation of confidentiality; or, d) is
independently developed by the Contractor without the participation of individuals who
have had access to the City’s or the third party’s confidential information. If the
Contractor is required by law to disclose confidential information the Contractor shall
notify the City of such requirement prior to disclosure.
E. Indemnification:
To the maximum extent permitted by law, Contractor shall, at its cost and expense,
protect, defend, indemnify and hold harmless the City, its directors, officers,
employees, and agents, from and against any and all demands, liabilities, causes of
action, costs and expenses (including attorney’s fees), claims, judgments, or awards
of damages (collectively, “Claims”), arising out of or in any way resulting from the acts
or omissions of Contractor, its directors, officers, employees, or agents, relating in any
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way to the Contractor’s performance or nonperformance under the Contract, except to
the extent that any Claims are the result of the City’s performance or nonperformance
under the Contract or its negligence or misconduct. These indemnification obligations
shall survive the termination of the Contract. The Contractor agrees that its obligations
under this paragraph extend to any demands, liabilities, causes of action, or claims
brought by, or on behalf of, any of its employees or agents. For this purpose, the
Contractor, by mutual negotiation, hereby waives, as respects the City only, any
immunity that would otherwise be available against such claims under any industrial
insurance act, including Title 51 RCW, other Worker’s Compensation act, disability
benefit act, or other employee benefit act of any jurisdiction which would otherwise be
applicable in the case of such claim. In addition, the Contractor shall protect and
assume the defense of the City and its officers, agents and employees in all legal or
claim proceedings arising out of, in connection with, or incidental to its indemnity
obligation; and shall pay all defense expenses, including reasonable attorney's fees,
expert fees and costs incurred by the City on account of such litigation or claims. If the
City incurs any judgment, award, and/or cost arising therefrom including reasonable
attorney’s fees to enforce the provisions of this article, all such fees, expenses, and
costs shall be recoverable from the Contractor.
14. False Statements.
Contractor understands that making false statements or claims in connection with this Contract
may be a violation of federal law and may result in criminal, civil, or administrative sanctions,
including fines, imprisonment, civil damages and penalties, debarment from participating in
federal or City awards or contracts, and/or any other remedy available by law.
15. Publications.
Although it is not anticipated that funds provided to Contractor will be used to produce
publications, any publications produced with funds from this Contract must display the
following language: “This project [is being][was] supported, in whole or in part, by federal
award number [enter project FAIN] awarded to City of Kent, Washington by the U.S.
Department of the Treasury.”
16. Disclaimer by the City and United States.
A. The United States has expressly disclaimed any and all responsibility or liability to the
City or third persons for the actions of the City or third persons resulting in death, bodily
injury, property damages, or any other losses resulting in any way from the
performance of this award or any other losses resulting in any way from the
performance of the award of Federal funds to the City under section 603(c) of the Act,
or any contract or subcontract under such award.
B. The City expressly disclaims any and all responsibility or liability to the Contractor or
third persons for the actions of the Contractor or third persons resulting in death, bodily
injury, property damages, or any other losses resulting in any way from the
performance of this Contract or any other losses resulting in any way from the
Contractor’s performance of the Contract, or any subcontract thereto.
C. This Contract does not in any way establish an agency relationship between or among
the United States, the City, and/or Contractor.
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17. Protection for Whistleblowers.
A. In accordance with 41 U.S.C. § 4712, Contractor may not discharge, demote, or
otherwise discriminate against an employee in reprisal for disclosing to any of the list of
persons or entities provided below, information that the employee reasonably believes
is evidence of gross mismanagement of a federal contract or grant, a gross waste of
federal funds, an abuse of authority relating to a federal contract or grant, a substantial
and specific danger to public health or safety, or a violation of law, rule, or regulation
related to a federal contract (including the competition for or negotiation of a contract)
or grant.
B. The list of persons and entities referenced in the paragraph above includes the
following:
i. A member of Congress or a representative of a committee of Congress;
ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement
agency;
vi. A court or grand jury; or
vii. A management official or other employee of Contractor, contractor, or
subcontractor who has the responsibility to investigate, discover, or address
misconduct.
C. Contractor shall inform its employees in writing of the rights and remedies provided
under this section, in the predominant native language of the workforce.
18. Increasing Seat Belt Use in the United States.
Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Contractor is encouraged to
adopt and enforce on-the-job seat belt policies and programs for its their employees when
operating company-owned, rented or personally owned vehicles.
19. Reducing Text Messaging While Driving.
Pursuant to Executive Order 13513, 74 FR 51225 (October 6, 2009), Contractor is encouraged
to adopt and enforce policies that ban text messaging while driving, and to establish workplace
safety policies to decrease accidents caused by distracted drivers.
20. Insurance Requirements.
The Contractor shall provide insurance coverage as set out in this section. The intent of the
required insurance is to protect the City should there be any claims, suits, actions, costs,
damages or expenses arising from any loss, or negligent or intentional act or omission of the
Contractor or Subcontractor, or agents of either, while performing under the terms of this
Grant. Failure to maintain the required insurance coverage may result in termination of this
Grant.
The insurance required shall be issued by an insurance company authorized to do business
within the state of Washington. Except for Professional Liability or Errors and Omissions
Page 14 of 23
Insurance, the insurance shall name the City of Kent, its agents, officers, and employees as
additional insureds under the insurance policy. All policies shall be primary to any other valid
and collectable insurance. The Contractor shall instruct the insurers to give the City thirty (30)
calendar days advance notice of any insurance cancellation, non-renewal or modification.
The Contractor shall submit to the City within fifteen (15) calendar days of a written request by
the City, a certificate of insurance which outlines the coverage and limits defined in this
insurance section. During the term of the Grant, if required or requested, the Contractor shall
submit renewal certificates not less than thirty (30) calendar days prior to expiration of each
policy required under this section.
The Contractor shall provide, at the City's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
coverage, and that the City will be provided thirty (30) days advance written notice of
cancellation.
The Contractor shall provide insurance coverage that shall be maintained in full force and
effect during the term of this Grant, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Grant activity but no less than
$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that
any Subcontractor provide adequate insurance coverage for the activities arising out of
Subcontracts.
Professional Liability, Errors and Omissions Insurance. The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain
minimum limits of no less than $1,000,000 per occurrence to cover all activities by the
Contractor and licensed staff employed or under contract to the Contractor. The City, its
agents, officers, and employees need not be named as additional insureds under this
policy.
Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on
behalf of the Contractor for the purpose of receiving or depositing funds into program
accounts or issuing financial documents, checks, or other instruments of payment for
program costs shall be insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Grant shall be $100,000.
Fidelity insurance secured pursuant to this paragraph shall name the City as
beneficiary. ꞏ
The Contractor shall have the “right to control” and bear the sole responsibility for the job site
conditions, and job site safety. The Contractor shall comply with all applicable federal, state,
and local safety regulations governing the job site, employees, and Subcontractors. The
Contractor shall be responsible for the Subcontractor’s compliance with these provisions.
21. Assignment.
Contractor shall not assign any interest, obligation or benefit under or in this Contract or
transfer any interest in the same, whether by assignment or novation, without prior written
consent of the City. If assignment is approved, this Contract shall be binding upon and inure to
Page 15 of 23
the benefit of the successors of the assigning party upon the written agreement by assignee to
assume and be responsible for the obligations and liabilities of the Contract, known and
unknown, and applicable law.
If at any time during the Contract term the Contractor experiences a change in its name or
federal tax status either through acquisition, novation, assignment, re-organization or some
other change that affects its Taxpayer Identification Number (TIN) or Tax Reporting Name, it
shall notify City of Kent immediately upon the information becoming publicly available.
22. Subcontracting.
A. Written Consent of the City:
The Contractor shall not subcontract any portion of this Contract or transfer or assign
any claim arising pursuant to this Contract without the written consent of the City. The
City’s consent must be sought in writing by the Contractor not less than 15 days prior
to the date of any proposed subcontract. The City shall provide its written approval, or
rejection (and the reasons therefor) within 10 days after submission by Contractor.
Failure of the City to respond shall be deemed to constitute the City’s approval.
Notwithstanding the foregoing, the City acknowledges that Contractor has entered into
or may enter into (a) subcontracts with technical assistance providers that will perform
program outreach and technical or other assistance to borrowers and related services,
(b) subcontracts with communications consultant, DH, to develop an application
landing page, social media materials and other materials as necessary to market the
Small Business Flex Fund throughout the State of Washington, including the City, and
(c) a Management Agreement with the CDP Washington Loan Fund (d/b/a/ Small
Business Flex Fund), under which NDC acts as manager for such Fund, and (d) other
agreements with the Fund and other entities to accomplish the Fund’s loan program or
other purposes.
The City further acknowledges that Contractor has entered into and/or will enter into
contracts from time to time with community development financial institutions (CDFIs)
in connection with the Work.
Such CDFIs, the Fund and other entities are not considered subrecipients or
subcontractors for purposes of the terms of this Contract.
The rejection or approval by the City of any Subcontractor or the termination of a
Subcontractor will not relieve Contractor of any of its responsibilities under the
Contract, nor be the basis for additional charges to the City.
In no event will the existence of the subcontract operate to release or reduce the
liability of Contractor to the City for any breach in the performance of Contractor’s
duties.
The City has no contractual obligations to any subcontractor or vendor under contract
to the Contractor. Contractor is fully responsible for all contractual obligations, financial
or otherwise, to its subcontractors.
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B. “Subcontract” Defined:
“Subcontract” shall mean any agreement between the Contractor and an individual,
association, partnership, firm, company, corporation, or combination thereof, including
joint ventures, which agreement provides for such person or entity to perform any
portion of the Contractor’s Work covered by this Contract; provided that the term
“subcontract” does not include (a) the purchase of (1) support services, or (2) supplies;
or (b) a grant to a beneficiary; or (c) agreements with the Fund or other entities of the
type that NDC (or the Fund) has contracted with to date.
As of the Effective Date there are no Subcontracts, Subcontractors or Subrecipients.
C. Required Language for Subcontracts:
The Contractor shall include the following language verbatim in every new Subcontract
which relates to the subject matter of this Contract and is entered into after the
Effective Date:
“Subcontractor shall protect, defend, indemnify, and hold harmless City of Kent, its
officers, employees and agents from any and all costs, claims, judgments, and/or
awards of damages arising out of, or in any way resulting from the negligent act or
omissions of subcontractor, its officers, employees, and/or agents in connection with or
in support of this Contract. Subcontractor expressly agrees and understands that City
of Kent is a third-party beneficiary to its Contract with Contractor and shall have the
right to bring an action against subcontractor to enforce the provisions of this
paragraph.”
23. Nondiscrimination.
A. The Contractor shall comply with all applicable federal, state and local laws regarding
discrimination, including those set forth in this Section.
B. Nondiscrimination:
In the hiring of employees for the performance of work under this Agreement or any
subcontract, the Contractor, its Subcontractors, or any person acting on behalf of the
Contractor or Subcontractor shall not, by reason of race, religion, color, sex, age,
sexual orientation, national origin, or the presence of any sensory, mental, or physical
disability, discriminate against any person who is qualified and available to perform the
work to which the employment relates. The Contractor shall execute the City of Kent
Equal Employment Opportunity Policy Declaration, Comply with City Administrative
Policy 1.2, and upon completion of the Work, file the Compliance Statement, attached
as Exhibit E.
C. Equal Employment Opportunity Efforts:
The Contractor will undertake, and require all Subcontractors to undertake equal
employment opportunity efforts to ensure that applicants and employees are treated,
without regard to their sex, race, color, marital status, national origin, religious
affiliation, disability, sexual orientation, gender identity or expression or age. Equal
employment opportunity efforts shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising;
Page 17 of 23
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeships. The Contractor agrees to post, and to require
Subcontractors to post in conspicuous places available to employees and applicants
for employment notices setting forth this nondiscrimination clause.
D. Nondiscrimination in Subcontracting Practices:
During the term of this Contract, the Contractor shall not create barriers to open and
fair opportunities to participate in City contracts or to obtain or compete for contracts
and subcontracts as sources of supplies, equipment, construction and services. In
considering offers from and doing business with subcontractors and suppliers, the
Contractor shall not discriminate against any person because of their sex, race, color,
marital status, national origin, religious affiliation, disability, sexual orientation, gender
identity or expression or age except by minimum age and retirement provisions, unless
based upon a bona fide occupational qualification.
24. Conflict of Interest.
Contractor understands and agrees it must maintain a conflict of interest policy consistent with
2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity
funded under this award. Contractor and subrecipients must disclose in writing any potential
conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.
25. Political Activity Prohibited.
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.
26. Future Support.
The City makes no commitment to support contracted services and assumes no obligation for
future support of the contracted activity(-ies), except as expressly set forth in this Contract.
27. Entire Contract.
The parties agree that this Contract is the complete expression of the described subject
matter, 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 this
Contract.
28. Contract Amendments.
Either party may request changes to this Contract. Proposed changes that are mutually
agreed upon shall be incorporated only by written amendments to this Contract.
29. Notices.
Whenever this Contract provides for notice by one party to another, such notice shall be in
writing and directed to each party’s contact representative indicated within the contract
exhibits. Any time within which a party must take some action shall be computed from the date
that any associated required notice is received by that party.
Page 18 of 23
Unless otherwise specified in the Contract, all notices or documentation required or provided
pursuant to this Contract shall be in writing and shall be deemed duly given when received at
the addresses first set forth below via certified or registered first class mail, return receipt
requested, personal delivery or electronic mail (with receipt acknowledged by email recipient
(not auto-reply)). However, if any of the following occur: "notice to cure" a default, Contractor
communication in connection with an alleged default, or notice of termination, such notice or
communication shall only be delivered personally, or by certified or registered first class mail,
return receipt requested.
CITY OF KENT CONTRACTOR
William Ellis
Economic & Community
Development
Attn: Diana Sasser
National Council for Community
Development, Inc.
On Behalf of CDP Washington Loan
Fund (d/b/a Small Business Flex Fund)
220 4th Avenue S 633 3rd Avenue, 19th Floor
Kent, WA 98032 New York, NY 10017
Email: Wellis@kentwa.gov Email: DSasser@ndconline.org
30. Services Provided in Accordance with Laws, Rules, and Regulations.
The Contractor agrees to abide by the laws of the state of Washington, rules and regulations
promulgated thereunder, and regulations of the state and federal governments, as applicable,
which control disposition of funds granted under this Contract, all of which are incorporated
herein by reference.
If there is an irreconcilable conflict between any of the language contained in any exhibit or
attachment to this Contract, the language in the forepart of this Contract shall control over the
language contained in the exhibit or the attachment, unless the exhibit provision expressly
indicates that it controls over inconsistent contract language. If there is conflict among
requirements set forth in exhibits, language contained in the lower numbered exhibit shall
control unless the higher numbered exhibit provision expressly indicates that it controls over
inconsistent lower numbered exhibit language.
31. Applicable Law.
A. This Contract shall be construed and interpreted in accordance with the laws of the
State of Washington. The venue for any action hereunder shall be in the Superior
Court for King County, Washington.
B. Contractor agrees to comply with the requirements of section 603 of the Act, the
Treasury’s regulations implementing that section, and guidance issued by Treasury
regarding the foregoing. Contractor also agrees to comply with all other applicable
federal laws, regulations, and executive orders, and Contractor shall provide for such
compliance by other parties in any agreements it enters into with other parties relating
to this Contract.
Page 19 of 23
C. Federal regulations applicable to this award include, without limitation, the following:
D. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 C.F.R. Part 200, including the following:
i. Subpart A, Acronyms and Definitions;
ii. Subpart B, General Provisions;
iii. Subpart C, Pre-Federal Award Requirements and Contents of Federal Awards;
iv. Subpart D, Post-Federal Award Requirements;
v. Subpart E, Cost Principles; and
vi. Subpart F, Audit Requirements.
E. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25,
pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is
hereby incorporated by reference.
F. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170,
pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is
hereby incorporated by reference.
G. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Non-
procurement), 2 C.F.R. Part 180, including the requirement to include a term or
condition in all lower tier covered transactions (contracts and subcontracts
described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R.
Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19.
H. Recipient Integrity and Performance Matters, pursuant to which the award term set forth
in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
I. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.
J. New Restrictions on Lobbying, 31 C.F.R. Part 21.
K. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C.
§§ 4601-4655) and implementing regulations.
L. Generally applicable federal environmental laws and regulations.
M. Statutes and regulations prohibiting discrimination applicable to this award include,
without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and
Treasury’s Implementing regulations at 31 C.F.R. Part 22, which prohibit
discrimination on the basis of race, color, or national origin under programs or
activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§
3601 et seq.), which prohibits discrimination in housing on the basis of race,
color, religion, national origin, sex, familial status, or disability;
iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794),
which prohibits discrimination on the basis of disability under any program or
activity receiving federal financial assistance;
Page 20 of 23
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.),
and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit
discrimination on the basis of age in programs or activities receiving federal
financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§
12101 et seq.), which prohibits discrimination on the basis of disability under
programs, activities, and services provided or made available by state and local
governments or instrumentalities or agencies thereto;
vi. Hatch Act. Contractor agrees to comply, as applicable, with requirements of
the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limits certain
political activities of federal employees, as well as certain other employees who
work in connection with federally funded programs.
N. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY (2 CFR 183)
i. The Contractor must exercise due diligence to ensure that none of the funds,
including supplies and services, received under this Contract are provided
directly or indirectly (including through subcontracts) to a person or entity who is
actively opposing the United States or coalition forces involved in a contingency
operation in which members of the Armed Forces are actively engaged in
hostilities. The Contractor must terminate or void in whole or part any subcontract
with a person or entity listed in the System Award Management Exclusions (SAM)
as a prohibited or restricted sources pursuant to subtitle E of Title VIII of the
NDAA for FY 2015, unless the Federal awarding agency provides written
approval to continue the subcontract.
ii. The Federal awarding agency has the authority to terminate or void this Contract,
in whole or in part, if the Federal awarding agency becomes aware that the
Contractor failed to exercise due diligence as required by paragraph .i. of this
clause N. or if the Federal awarding agency becomes aware that any funds
received under this Contract have been provided directly or indirectly to a person
or entity who is actively opposing coalition forces involved in a contingency
operation in which members of the Armed Forces are actively engaged in
hostilities.
iii. In addition to any other existing examination-of-records authority, the Federal
Government is authorized to examine any records of the Contractor and its
Subcontracts to the extent necessary to ensure that funds, including supplies and
services, available under this Contract are not provided, directly or indirectly, to
a person or entity that is actively engaged in hostilities, except for awards
awarded by the Department of Defense on or before Dec 19, 2017 that will be
performed in the United States Central Command (USCENTCOM) theater of
operations.
iv. The Contract must include the substance of this clause in Subcontracts that have
an estimated value over $50,000 and will be performed outside the United States,
including its outlying areas.
O. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT (CFR 200.216)
i. Costs incurred for telecommunications and video surveillance services or
equipment such as phones, internet, video surveillance, cloud servers are
allowable except for the following circumstances:
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ii. Contractor and Subcontractor are prohibited from obligating or expending
contract funds to:
a. Procure or obtain;
b. Extend or renew a contract to procure or obtain; or
c. Enter into a contract (or extend or renew a contract) to procure or obtain equipment,
services, or systems that use covered telecommunications equipment or services
as a substantial or essential component of any system, or as critical technology as
part of any system. As described in Public Law 115-232, section 889, covered
telecommunications equipment is telecommunications equipment produced by
Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate
of such entities).
1. For the purpose of public safety, security of government facilities, physical
security surveillance of critical infrastructure, and other national security
purposes, video surveillance and telecommunications equipment produced
by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary or
affiliate of such entities).
2. Telecommunications or video surveillance services provided by such entities
or using such equipment.
3. Telecommunications or video surveillance equipment or services produced
or provided by an entity that the Secretary of Defense, in consultation with
the Director of the National Intelligence or the Director of the Federal Bureau
of Investigation, reasonably believes to be an entity owned or controlled by,
or otherwise connected to, the government of a covered foreign country.
P. DOMESTIC PREFERENCES FOR PROCUREMENTS (CFR 200.322)
i. As appropriate and to the extent consistent with law, the Contractor should, to
the greatest extent practicable under a Federal award, provide a preference for
the purchase, acquisition, or use of goods, products, or materials produced in
the United States (including but not limited to iron, aluminum, steel, cement,
and other manufactured products). The requirements of this section must be
included in all subcontracting agreements and purchase orders for work or
products under this contract.
ii. For purposes of this section:
a. “Produced in the United States” means, for iron and steel products, that all
manufacturing processes, from the initial melting state through the application
of coatings, occurred in the United States.
b. “Manufactured products” means items and construction material composed in
whole or in part of non-ferrous metals such as aluminum; plastics and polymer-
based products such as polyvinyl chloride pipe; aggregates such as concrete;
glass, including optical fiber; and lumber.
32. No Third-Party Beneficiaries.
Except for the parties to whom this Contract is assigned in compliance with the terms of this
Contract, there are no third party beneficiaries to this Contract, and this Contract shall not
impart any rights enforceable by any person or entity that is not a party hereto.
Page 22 of 23
33. Non-Waiver of Breach.
Waiver of any default shall not be deemed to be a waiver of any subsequent default. No action
or failure to act by the City shall constitute a waiver of any right or duty afforded to the City
under the Contract; nor shall any such action or failure to act by the City modify the terms of
the Contract or constitute an approval of, or acquiescence in, any breach hereunder, except as
may be specifically stated by the City in writing.
34. Contractor Certification.
By signing this Contract, the Contractor certifies that, in addition to agreeing to the terms and
conditions provided herein, it has read and understands all contracting requirements as
contained in this Contract and the Exhibits and Attachments hereto.
35. Force Majeure.
The term "force majeure" shall include, without limitation by the following enumeration: acts of
nature, acts of civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of
emergency repairs, industrial, civil or public disturbances, causing the inability to perform the
requirements of this Contract; provided, however, “force majeure” shall not include the COVID-
19 pandemic which is ongoing as of the date of the execution of this Contract. If any party is
rendered unable, wholly or in part, by a force majeure event to perform or comply with any
obligation or condition of this Contract, upon giving notice and reasonably full particulars to the
other party, such obligation or condition shall be suspended only for the time and to the extent
commercially practicable to restore normal operations. In the event the Contractor ceases to
be excused pursuant to this provision, then the City shall be entitled to exercise any remedies
otherwise provided for in this Contract, including termination for default.
36. Severability.
Whenever possible, each provision of this Contract shall be interpreted to be effective and
valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then
such provision or portion thereof shall be modified to the extent necessary to render it legal,
valid and enforceable and have the intent and economic effect as close as possible to the
invalid, illegal and unenforceable provision.
37. Subaward Language.
Pursuant to 2 C.R.F. Part 200.320, an agency must make a determination whether the scope
of work falls under a Subrecipient or Contractor relationship. The parties agree that the scope
of work for this Contract falls under a subrecipient relationship.
38. Counterparts and Signatures by Fax or Email.
This Agreement may be executed in any number of counterparts, each of which shall
constitute an original, and all of which will together constitute this one Agreement. Further,
upon executing this Agreement, either party may deliver the signature page to the other by fax
or email and that signature shall have the same force and effect as if the Agreement bearing
the original signature was received in person.
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IN WITNESS WHEREOF, by execution of the cover page above, the parties hereby agree to the
terms and conditions of this Contract.
EXHIBIT A
DB1/ 125712944.2
1
EXHIBIT A
Kent Small Business Flex Fund Grant – Scope of Work
A. PURPOSE
The Kent Small Business Flex Fund Grant program is a collaboration between the City of
Kent (“City”), a political subdivision of the State of Washington, and the National Council for
Community Development, Inc. (d/b/a/ National Development Council) (“NDC” or “Manager”), a
New York not for profit corporation. NDC is the Manager of the CDP Washington Loan Fund
(d/b/a Small Business Flex Fund), a Washington nonprofit corporation (the “Fund”).
The Fund is a tax-exempt organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986. The Fund was initially organized and operated for the establishment and
administration of a loan program that provides flexible, low-barrier loans to small businesses and
nonprofit organizations in the State of Washington adversely affected by the COVID-19 pandemic,
with priority for such entities in historically marginalized and other under-invested communities,
originated by certain Community Development Financial Institutions (“CDFIs”).
The Fund desires to secure funds for facility lending to small business in the State of
Washington through a blend of various types of capital, including loans from lenders, recoverable
grants, and traditional (non-recoverable) grants.
The City supports the charitable purposes of the Fund and desires to make available certain
funds as provided herein for use under the loan facility outlined in that certain Loan and Security
Agreement, dated as of September 22, 2021 (as amended, modified, supplemented or refinanced,
the “Supported Facility”), incorporated herein by reference. Funds provided by the City would
additionally support the operations of the Fund, such as marketing, CDFI administrative costs, and
loan repayment support for Kent businesses, as further provided herein. Funds will only be used
for the pro-rata share of costs attributed to lending activities to businesses located in Kent, WA.
B. SCOPE OF WORK
1. The Grant; Amount; Purpose; Term. (a) The City agrees to make a grant to NDC, on
behalf of the Fund, in the aggregate amount of $1,650,000 (the “Grant”). For and in
consideration of making the Grant, the City acknowledges receipt of the consideration
described herein, including achievement of the Target and, as a result thereof, the benefits
or expected benefits as described in Section D.2. hereof. No portion of the Grant shall be
refundable except to the extent described in Section B.6. below.
(b) The purpose of the Grant is to facilitate loans to City Small Businesses and
to leverage private capital to support lending to City Small Businesses. The Grant amount
is approximately equal to the expenses listed on Schedule 1 attached hereto. As further
described in Schedule 1, such amount represents actual or deemed expenses that would be
necessary or appropriate to be incurred in order to make Applicable Small Business Loans
(defined below) in an aggregate principal amount equal to the Target (defined below), as
permitted under and calculated in compliance with the Act (as defined in the forepart of
this Contract) and Treasury’s regulations and guidance with respect thereto, including
DB1/ 125712944.2
2
namely the U.S. Treasury’s Final Rule for State and Local Fiscal Recovery Funds and any
related guidance in effect on the date of execution of this Contract (such regulations and
guidance, as it may be supplemented, modified or amended from time to time, is referred
to herein collectively as “Treasury’s ARPA Funds Guidance”). As described herein, Grant
funds may be applied or deemed applied to the expenditures listed on Schedule 1 hereto or
to other eligible expenses determined under the terms of Treasury’s ARPA Funds
Guidance.
(c) The term of this Contract (the “Term”) shall begin on the date of execution
and delivery of this Contract by both parties and end on December 31, 2026.
“City Small Business” shall mean a business that (i) has provided an address within the
City as its location of business, headquarters or primary place of business on the C2C
Platform and (ii) has accepted the following certification through the C2C Platform: “If
you are a business located in the City of Kent, you are attesting that you conduct
commercial activities in the City of Kent and that the loan shall be used to support those
operations in the City of Kent.”
2. Disbursement of Grant Funds. Promptly upon execution of the Contract and receipt of
all required documents from NDC, the City will disburse the entire amount of the Grant to
NDC by wire transfer.
3. No Interest Accrual, Fees, Premiums, Costs or Expenses. The Grant shall accrue no
interest during the duration of the Term. No fees, premiums, costs or expenses in
connection with the Grant shall be due or payable by NDC or the Fund to the City.
4. Leverage. In accordance with the terms of the Supported Facility, the receipt of the Grant
funds is anticipated to allow the Fund to borrow amounts from private lenders under the
Supported Facility as may be necessary in order to achieve the Target as defined in Section
B.5. below. Neither the foregoing nor the Target specified in Section B.5. below or any
other term of this Contract constitutes a guarantee of loans to be funded or amounts to be
borrowed under the Supported Facility. As of June 10, 2022, (a) the aggregate principal
amount of the Target already achieved (Applicable Small Business Loans made) equals
$1,800,544 and, accordingly, (b) the aggregate principal amount of the Target remaining
to be achieved (Applicable Small Business Loans required to be made to achieve the
Target) is $2,869,456, as shown in the basic loan summary below:
Projected Loans
Funded Loans
(To Date) ‐ 2
Remaining Loan
Requirements
$4,670,000 $1,800,544 $2,869,456
48 18 30 As of 06.10.2022
LENDING SUMMARY
DB1/ 125712944.2
3
5. Targeting. NDC shall use commercially reasonable efforts to cause the Fund to make
Applicable Small Business Loans (defined in Section E(3)(c) below) in an aggregate
principal amount of at least $4,670,000 (the “Target”). To help achieve the Target, NDC
will organize discussions between City representatives, the Fund manager and Fund
communications consultants to identify marketing efforts specific to the City to encourage
access to the Fund by City Small Businesses.
6. Grant Repayment. (a) In the event the Target is not achieved by the end of the Term of
this Contract, NDC shall calculate the “Refunded Portion of the Grant” which, if such
amount exceeds $0.00, shall be returned to the City, subject to paragraph (c) of this Section
6 below. The Refunded Portion of the Grant shall equal (i) the total amount of the Grant
minus (ii) that amount of the Grant which is equal to total actual or deemed eligible
expenses (whether or not listed on Schedule 1 hereto) as permitted under Treasury’s ARPA
Funds Guidance for the total principal amount of Applicable Small Business Loans actually
made (i.e., the amount of the Target actually achieved), as calculated by NDC in
accordance with Treasury’s ARPA Funds Guidance. NDC’s calculation of the same shall
be binding on the parties, absent manifest error.
(b) Except as expressly set forth in this Section B.6 or in Section E.1 below,
neither NDC nor the Fund shall have any obligation to repay any portion of the Grant to
the City. For the avoidance of doubt, and regardless of the actual ultimate application or
direct expenditure of Grant funds by NDC or the Fund, but subject to Section E.1 below,
(i) once the Target is achieved, the entire amount of the Grant shall be deemed earned under
the terms of the Contract, and the City shall have no rights whatsoever thereto, and (ii) if
this Contract terminates without achievement of the Target, then the entire Grant minus the
Refunded Portion of the Grant shall be deemed earned under the terms of the Contract, and
the City shall have no rights whatsoever thereto.
(c) Not later than six (6) months prior to the end of the Term, if the Target has
not then been achieved, NDC shall calculate the estimated Refunded Portion of the Grant,
if any, expected as of the end of the Term. The parties shall cooperate in good faith to
mutually agree how the remaining Grant funds constituting the estimated Refunded Portion
of the Grant shall be applied by the end of the Term. Absent such agreement by the parties,
or if directed by the City, the Refunded Portion of the Grant at the end of the Term shall
be returned to the City as provided in paragraph (a) of this Section B.6 above.
C. REPRESENTATIONS AND WARRANTIES BY NDC AND THE FUND.
1. Organization and Powers. NDC is a nonprofit licensed to do business in Washington
State. The Fund is a nonprofit corporation duly organized under the laws of the State of
Washington.
2. Tax Exempt Status. NDC and the Fund are tax-exempt organizations under section
501(c)(3) of the Internal Revenue Code.
3. Litigation. There are no judgments, actions, claims, legal proceedings or investigations
pending or threatened involving the Fund.
DB1/ 125712944.2
4
4. Financial Statements. The statement of financial position of the Fund as of June 17, 2022,
previously delivered to the City are complete and correct and fairly present the financial
position of the Fund as of such date.
5. Taxes. The Fund has filed all tax and information returns required to be filed in any
jurisdiction and has paid all taxes, assessments, fees of other governmental charges. There
are no tax audits currently being conducted involving the Fund.
D. REPRESENTATIONS AND WARRANTIES BY THE CITY.
1. Municipal Bond Proceeds. No portion of the Grant consists of or includes municipal bond
proceeds.
2. Consideration. In providing the Grant and performing its other obligations hereunder, the
City acknowledges, whether or not the Grant or any portion thereof is refunded to the City
as provided herein (but subject to the terms hereof), receipt of sufficient consideration in
the form of achievement of the Target and the furtherance of the benefits of the Fund’s
loan program as described herein and in the Supported Facility, particularly within the City,
which the City has determined serves the purposes and mission of the City’s grant program
and other public purposes. The City desires to further such mission and purposes by
making amounts available in the form of the Grant.
3. Authority. The City has the requisite authority to enter into and perform its obligations
under the Contract, which includes this Exhibit A and all other documents attached, or
incorporated by reference, to the Contract. The Contract has been duly authorized,
approved, executed and delivered by the City and constitutes its valid and legally binding
obligation, enforceable pursuant to the terms hereof, except as the enforceability hereof
may be limited by bankruptcy, insolvency, receivership or similar laws affecting creditors’
rights generally and subject to general principles of equity.
E. OBLIGATIONS OF THE FUND AND NDC
1. Use of Grant. (a) NDC, as Manager of the Fund, shall use or cause the use of the Grant
to facilitate, or be applied in respect of, loans to City Small Businesses as provided herein.
All proceeds of the Grant shall be used by NDC or the Fund in its support of lending to
City Small Businesses and in accordance with Treasury’s ARPA Funds Guidance,
including for those purposes as set forth on Schedule 1.
(b) The parties acknowledge and agree that the actual direct application and
expenditure of Grant funds is expected to consist of payment of direct program costs or
expenses and/or making Applicable Small Business Loans, and may include other eligible
expenditures, such as loan loss reserves. The parties acknowledge that Grant funds used
by the Fund to make Applicable Small Business Loans or otherwise deposited into the
Fund are pledged to the collateral agent under the Supported Facility pursuant to, and are
subject to all other terms and provisions of, the Supported Facility.
(c) To the extent that, at the end of the Term, NDC and/or the Fund is in
possession of Grant funds not used as provided in paragraph (b) of this Section E.1. above,
or amounts repaid by City Small Businesses on Applicable Small Business Loans that were
DB1/ 125712944.2
5
made with Grant funds, then the City and NDC shall undertake to cooperate and collaborate
in good faith to form a strategic plan for future use of any such amounts to facilitate
additional loans to City Small Businesses on terms agreed upon by NDC and the City. The
foregoing is subject, in all respects, to all terms and provisions of the Supported Facility,
all other program documents (including the Loan Documents and other Transaction
Documents defined and described in the Supported Facility) and to Treasury’s ARPA
Funds Guidance.
2. Tax Status. The Fund shall maintain its existence and status as a nonprofit corporation.
3. Reporting Requirements. In accordance with Schedule 2, attached hereto, NDC, as
Manager as of the Fund, shall furnish to the City the following information in a timely
manner:
a. Reserved.
b. Annual (audited) financial statements for the Fund shall be provided within 150
days of the end of the Fund’s fiscal year.
c. Within 90 days of the end of each quarter, the Fund shall deliver or cause to be
delivered to the City a statement containing a list of (i) the aggregate number of
City Small Businesses that have received Applicable Small Business Loans (as
defined below), (ii) the aggregate number of employees of all such City Small
Businesses, (iii) the aggregate principal amount of small business loans made to
such City Small Businesses by the CDFIs using proceeds of loans from the
Supported Facility (the “Applicable Small Business Loans”), and (iv) a list of
industries of the City Small Businesses that have received Applicable Small
Business Loans.
d. Upon reasonable prior request, during normal business hours, an appropriately
knowledgeable representative of the Fund or NDC shall meet with a representative
of the City via teleconference or videoconference to (i) discuss steps being taken
by the Fund and the CDFIs to meet the Target and (ii) provide such additional
information about the loans made as the City may reasonably request.
e. Any other information respecting the operations, activities and financial condition
of the Fund that the City may reasonably request.
f. If reasonably possible and upon request from time to time, business demography
(race, ethnicity, gender, veteran status, etc.), amount of capital secured for Kent
businesses, and the number of jobs, or types of jobs by sector, supported by the
Grant Funds.
4. Fund Resolution. Prior to closing, NDC agrees to provide a corporate resolution of the
Fund authorizing its acceptance of Grant funds, if applicable, pursuant to the terms of this
Contract.
DB1/ 125712944.2
6
5. Due Diligence. Prior to the City’s payment of the Grant, the City will conduct due diligence
on NDC and the Fund in the same manner that it conducts due diligence for all the City’s
grantees. Such due diligence may require the Fund to provide to the City the following
non-exhaustive list of documents:
i. Proof of tax-exempt status of the Fund;
ii. Resolution pursuant to Section 4 above; and
iii. Wire transfer details.
DB1/ 125712944.2
7
Schedule 1 – ARPA Eligible Fund Expenses
Based on Treasury’s ARPA Funds Guidance, namely, “Coronovirus State and Local Fiscal
Recovery Funds, Final Rule, Published January 22, 2022, p.366, F. Treatment of Loans”, eligible
businesses for funding support include:
Business confirming an impact from Covid-19; and/or
Businesses, whose owners are low- and/or moderate income (3 person household with
incomes below 65% Area Median Income); and/or
Businesses which are located in a Qualified Census Tract (QCT).
The Fund pre-application currently requires a statement from the business owner as to impact on
their businesses from Covid-19. So, businesses are pre-qualified as having a Covid-19 impact.
Additionally, Fund lenders are Community Development Finance Institutions (CDFIs) which are
charted by the U.S. Treasury to predominantly lend to minority-owned businesses in eligible
investment areas. The CDFI-eligible investment areas are the same as Qualified Census Tracts
(QCTs). The map below generally shows those areas in Kent, WA.
DB1/ 125712944.2
8
The size of businesses eligible for Fund lending resources are the same as the SBA definition
listed by Treasury (p.148 of Guidance). The vast majority of Fund borrowers are smaller, with
less than 10 employees and with revenues below $1.0 million.
Also, included in the above Treasury’s ARPA Funds Guidance (p. 366 and 367) is detail around
eligible “expenses” for loan funds that can be funded from SLFR Funds. These include, but are
not limited to:
Loan Loss Reserves to Cover Projected Losses. Any loan fund would expect that some
loans will not be repaid. The loan loss reserve assists lenders by helping to cover some
portion of losses. The Fund is projecting a 10% loss reserve. This figure was based on a
review of CDFI lending history; and
Interest Rate Buydown for Eligible Businesses. The Fund is providing a low interest
rate to businesses. Calvert Impact Capital reviewed many comparable lending sources
and identified 12% as a rate most would access for borrowing. The Fund provides a 4%
rate to businesses, so the rate subsidy of 8% would be an eligible expense; and
Loan Fee Buydown to Benefit Eligible Businesses. Most lending programs require
some fees to be paid by borrowers as a condition of a loan. These would include a loan
fee, closing costs, wiring costs, etc. The Fund does not allow CDFI lenders to charge any
fees to borrowers. Instead, the Fund pays those costs and this expense would be eligible
for ARPA fund use.
The Fund has developed a methodology for applying these expenses on a pro-rata basis per
jurisdiction. Jurisdictions are only funding their share of Fund expenses. The expenses analysis
is summarized below:
As referenced above, the goal for lending in Kent, WA is $4,670,000 in total lending. The Fund
expenses to achieve that goal is estimated at $1,649,562.
Eligible expenses also include, and Grant funds and further additional funding may be used for,
other direct program costs. These could include:
DB1/ 125712944.2
9
Fund marketing/communications expenses to support applications from businesses in
Kent; and
Some CDFI administrative expenses to lend to Kent businesses; and
Some business assistance services that would support businesses in Kent to be application
ready, and to assist in next application effort, if unable to get a intial loan approved; and
Fund some loan repayment requirements (interest and/or principal) for Kent businesses.
This would lower borrowing costs for businesses providing additional support of their
recovery.
The range of these direct services and funding would be discussed with the City’s project
manager.
DB1/ 125712944.2
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Schedule 2 – Flex Fund Impact Reporting Elements
NDC would confirm initial beneficiary eligibility:
Located in Kent, WA; and
Confirmed Covid impact statement; and
Map screenshot confirming location in QCT;
Amount of Approved Loan
On a quarterly basis, NDC will provide:
Report on the use of Kent funding
Impact Report – for lending in Kent, WA
o Number of Portfolio Loans
o Original principal value of Portfolio Loans
o Average Portfolio Loan size disbursed
o Number of Portfolio Loans to small businesses
o Original principal value of Portfolio Loans to small
businesses
o Number of Portfolio Loans to non-profits
o Original principal value of Portfolio Loans to non-profits
o Number of Portfolio Loans to operated business or non-profits managed
by:
racial minorities;
women;
LGBTQ individuals; and
veterans.
o Distribution of small business loans based on LMI (based on business
address of borrower)
o Distribution of Portfolio Loans by CDFI Originator
o Number of FTE at small businesses and non- profits receiving Portfolio
Loans
o Percentage of Portfolio Loans to businesses with revenues less than
$1,000,000.00
EXHIBIT B
B‐1
Kent Small Business Flex Fund Grant – Exhibit B
CIVIL RIGHTS CERTIFICATION FORM
The funds provided to the grantee named below (hereinafter referred to as the “Grantee”) are available under
section 603 of the Social Security Act, as added by section 9901 of the American Rescue Plan Act.
Grantee understands and acknowledges that:
As a condition of receipt of federal financial assistance from the Department of the Treasury, with monies
distributed through the City of Kent, Grantee provides the assurances stated herein. The federal financial
assistance may include federal grants, loans and contracts to provide assistance to Grantee, the use or rent of
Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and
other arrangements with the intention of providing assistance. Federal financial assistance does not
encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the
Federal government at market value, or programs that provide direct benefits.
The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the
operations of Grantee’s program(s) and activity(ies), so long as any portion of Grantee’s program(s) or
activity(ies) is federally assisted in the manner prescribed above
Grantee certifies the following:
1. Grantee ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as
amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to
discrimination under programs and activities receiving federal financial assistance, of any person in the
United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented
by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive
orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance
documents.
2. Grantee acknowledges that Executive Order 13166, “Improving Access to Services for Persons with
Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for
individuals who, because of national origin, have Limited English proficiency (LEP). Grantee understands
that denying a person access to its programs, services, and activities because of LEP is a form of national
origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the
Treasury’s implementing regulations. Accordingly, Grantee shall initiate reasonable steps, or comply with
the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its
programs, services, and activities. Grantee understands and agrees that meaningful access may entail
providing language assistance services, including oral interpretation and written translation where
necessary, to ensure effective communication in Grantee’s programs, services, and activities.
3. Grantee agrees to consider the need for language services for LEP persons when Grantee develops
applicable budgets and conducts programs, services, and activities. As a resource, the Department of the
Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps
to provide meaningful access for LEP persons, please visit http://www.lep.gov.
4. Grantee acknowledges and agrees that compliance with the assurances constitutes a condition of
continued receipt of federal financial assistance and is binding upon Grantee and its successors,
transferees, and assignees for the period in which such assistance is provided.
5. Grantee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Grantees of federal
financial assistance from excluding from a program or activity, denying benefits of, or otherwise
discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein
incorporated by reference and made a part of this contract (or agreement). Title VI also includes
DocuSign Envelope ID: AE226B51-F6FA-4D38••8'720-6A03870E71CB
protection to persons with "Limited English Proficiency" in any program or activity receiving federal
financial assistance, 42 U.S•C. § 2000d et seq., as implemented by the Department of the Treasury's Title
VI regulations, 31 C:FR Part 22, and herein incorporated by reference and made a part of this contract or
agreement.
6. Grantee understands and agrees that if any real property or structure is provided or improved with the
aid of federal financial assistance by the Department of the Treasury, this assurance obligates Grantee, or
in the rase of a subsequent: transfer, the transferee, for the period during which the real property or
structure is used for a purpose for which the federal financial assistance is extended or for another
purpose involving the provision of similar services or benefits. If any personal property is provided, this
assurance obligates the Contractor for the period during which it retains ownership or possession of the
property.
7• Grantee shall cooperate in any enforcement or compliance review activities by the Department of the
Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration,
mediation, litigation, and monitoring of any settlement agreements that may result from these actions.
Grantee shall comply with information requests, on. -site compliance reviews and reporting requirements.
8. Grantee shall maintain a complaint log and inform the Department of the Treasury of any complaints of
discrimination on the grounds cf race, color, or national origin, and limited English proficiency covered by
Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all
such reviews or proceedings based on the complaint, pending or completed, including outcome. Grantee
also must inform the Department of the Treasury if Contractor has received no complaints under Title VI.
9. Grantee must provide documentation of an administrative agency's or court's findings of non-compliance
of Title VI and efforts to address the non-compliance, including any voluntary compliance or other
agreements between the Contractor and the administrative agency that made the finding. If Grantee
settles a case or matter alleging such discrimination, Grantee must provide documentation of the
settlement. If Grantee has not been the subject of any court or administrative agency finding of
discrimination, please so state.
10• The United States of America has the right to seek judicial enforcement of the terms of this assurances
document and nothing:; in this document alters or limits the federal enforcement measures that the
United States may take in order to address violations of this document or applicable federal law.
Grantee hereby certifies that it is in compliance with the above -described nondiscrimination requirements, and
by its execution of this document, acknowledges that any intentional or negligent misrepresentation or
falsification of any information submitted in conjunction with this document could subject Grantee to
punishment under federal, civil liability and/or in criminal penalties under applicable law.
GRANTEE:
NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC.
(d/b/a National Development Council),
a New York not for profit corporation
By: CDxuOypiM 6�^.
ucuta. Itlars(L III
&IDIf'DCEOF1 8...
Name: Daniel Marsh III
Title: President
8/8/2022
Date
MN
EXHIBIT C
Docu,3ign Envelope ID: AE22BB51-F6FA-4D36-EI720-6Ai)38'7OE71CB
Kent Small Business Flex Fund Grant — Exhibit I'."
LOBBYING CERTIFICATION FORM
The undersigned, National Council for Community Development, Inc. (d/b/a National Development Council),
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 undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an
officer or employee of Congress, or an ernployee 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 undersigned shall complete and submit Standard Form-L.I_L, "Disclosure Form to
Report Lobbying," in accordance with its instructions, as attached.
(3) The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all Subrec:ipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The undersigned hereby certifies that: the information and statements provided herein are true and correct to the
best of its knowledge, and by its execution of this document, acknowledges that arty intentional or negligent
misrepresentation or falsification of any of the information in this document could subject it to punishment under
federal and/or civil liability and/or in criminal penalties under applicable law„
EXECUTED BY:
NATIONAL. COUNCIL FOR COMMUNITY DEVELOPMENT, INC.
(d/b/a National Developrnent Council),
a New York not for profit: corporation
C C .09p„w ohy
By:
Name: Daniel Marsh III
Tittle: President
8/8/2022
Date ��
EXHIBIT D
DocuSign Envelope ID: AE226B51-•F6FA-4D38-8720-6AO3870E71CB
Kent Small Business Flex Fund Grant — Exhibit D
COST CERTIFICATION
The undersigned, National Council for Community Development, Inc. (d/b/a National Development Council)
("Grantee"), certifies that:
1. It has requisite authority and approval, as necessary, to accept proceeds from the City of Kent (the "City") per
the Agreement to which this Exhibit D is attached (also sometimes referred to therein as the "Contract") by and
between the City and Grantee from the City's allocation of the Coronavirus Local Fiscal Recovery Fund ("CUR")
as created by the American Rescue Plan Act of 2021, Section 9901 ("ARPA") for eligible expenditures included
on the corresponding invoice voucher for report period March 3, 2021 through December 31, 2024.
2. It understands that as additional Federal guidance becomes available, an arnendrnent to the Contract between
the City and Grantee may become necessary and agrees to execute necessary amendments.
3. It understands the City will rely on this certification as a material representation in processing reimbursements
or payment requests.
4. It understands the Grantee shall retain documentation of all uses of the funds, including but not limited to
invoices and/or sales receipts in a manner consistent with §200.333 Retention requirements for records of 2
CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
(Uniform Guidance). Such documentation shall be produced to the City upon request: and may be subject to
audit by the State Auditor,.
5. it understands any funds Provided Pursuant to this certification cannot be! used For expenditures for which
Grantee has received.pLny.pther funding whether statefederal or Private in nature, for that same me se.
Grantee hereby certifies that the information and statements provided herein are true and correct to the best of
Grantee's knowledge, and by its execution of this document, acknowledges that any intentional or negligent
misrepresentation or falsification of any of the information in this document could subject Grantee to punishment
under federal and/or civil liability and/or in criminal penalties under applicable law.,
GRANTEE:
NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC.
(d/b/a National Development Council),
a New York not for profit corporation
�ro spmao,:
Name: Daniel Marsh III
Title: President
8/8/2022
Date
EXHIBIT E
C)ocuSign Envelope ID: AE2261351 -F6FA-4D38-8720-6A03870E71 CB
Kent Small Business Flex Fund Grant — Exhibit E
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity.
As such all contractors, subcontractors and suppliers who perform work with relation to the
Agreement to which this Exhibit E is attached (also sometimes referred to therein as the
"Contract") shall comply with the regulations of the City's equal employment opportunity
policies.
The following questions specifically identify the requirements the City deems necessary for any
contractor, subcontractor or, supplier on this specific Agreement to adhere to. An affirmative
response is required on all of the following questions for this Agreement to be valid and binding.
If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the
directives outlines, it will be considered a breach of contract and it will be at the City's sole
determination regarding suspension or termination for all or part of the Agreement;
The questions are as follows:
1. The undersigned ("'Grantee") has read the attached City of Kent administrative policy
number 1.2.
2. During tile time of this Agreement Grantee will not discriminate in employment on the
basis of sex, race, color, national origin, age, or the presence of all sensory, mental or
physical disability.
3. During the time of this Agreement Grantee will provide a written statement to all new
employees and subcontractors indicating commitment as an equal opportunity employer.
4. During the time of the Agreement Grantee will actively consider hiring and promotion of
women and minorities.
5. By its execution below, Grantee certifies it has complied with the requirements as set
forth above.
By signing below, Grantee agrees to fulfill the five requirements referenced above.
GRANTEE:
NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC.
(d/b/a National Developmc.-rit Council),
a New York not for profit corporation
By: Vaka AWiL Iff
Name: Daniel Marsh III
Title: President
Date: 8/8/2022
EEO COMPLIANCE DOCUMENTS - 1 of 3
EEO COMPLIANCE DOCUMENTS - 2 of 3
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and
state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee
equal employment opportunity within their organization and, if holding Agreements with the City
amounting to $10,000 or more within any given year, must take the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s
nondiscrimination and equal opportunity requirements shall be considered in breach of contract
and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public
Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City’s equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
EEO COMPLIANCE DOCUMENTS - 3 of 3
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the
Agreement.
The undersigned National Council for Community Development, Inc. (d/b/a National
Development Council) (the “Grantee”) hereby acknowledges and declares that it was the
contractor for the Agreement pertaining to Small Business Flex Fund – CITY OF KENT that
was entered into on August __, 2022, between Grantee and the City of Kent.
Grantee declares that it complied fully with all of the requirements and obligations as outlined in
the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment
Opportunity Policy that was part of the before-mentioned Agreement.
GRANTEE:
NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC.
(d/b/a National Development Council),
a New York not for profit corporation
By: _____________________________
Name: Daniel Marsh III
Title: President
Date: _________________________________________