Loading...
HomeMy WebLinkAboutCAG2023-437 - Original - National Development Council - Allocation of ARPA $ Awarded to City of Kent Commercial Affordability Project - 07/01/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: 40 •kkv For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Rhonda Bylin ECD Date Sent: Date Required: > 08/09/2023 8/11/2023 0 QAuthorized to Sign: Date of Council Approval: Q �✓ Mayor or Designee 5/16/2023 Budget Account Numbe Grant? Yes[Z] NoF—] V00061.64190.6100 Budget?❑✓ Yes Type: Federal Vendor Name: Category: National Development Council Contract Vendor Number: Sub-Category: 163210 Original 0 Project Name: Allocation of ARPA $ awarded to CoK commercial affordability project CProject Details: Funds allocated by CoK are to set up the program and fund grants to qualifying small businesses located in Kent. The fund disbursement and program *, administration will be managed by the National Development Council. C Basis for Selection of Contractor: E AgreementAmount• 1,600,000. Other E *Memo to Mayor must be attached � lm Start Date: 7/1/2023 Termination Date: 12/31/2026 a Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑YesF]In-Process F1 Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: Yes❑No CAG2023-437 Comments: IM C C 3 0 N a Date Received:City Attorney: 8/9/23 Date Routed:Mayor's Office 8/22/23 'ty Clerk's Office 8/22/23 adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC Commercial Affordability Project and Grant Program — CITY OF KENT Pursuant to 2 CFR 200.332(a)(1) Federal Award Identification (i) Agency Name(must match the name associated I�ii)Unique Entity Identifie with its unique entity identifier) r(i.e., DUNS) National Council for Community Development Inc 073273294 (iii) Federal Award (iv)Federal Award v)Federal Period of vi) Federal Budget Period Identification Number(FAIN) Date 3erformance Start and Start and End Date nd Date SLFRP3352 June 3, 2021 vlarch 3, 2021 — March 3, 2021 — ecember 31, 2026 Ipecember 31, 2026 (vii)Amount of Federal viii)Total Amount of Federal (ix)Total Amount of the Federal Funds Obligated to the unds Obligated to the agency Award Committed to the agency agency by this action: $1,600,000 3,250,000 �3,250,000 (x) Federal Award Project Description: CORONA VIRUS STATE AND LOCAL FICCAL RECOVERY FUNDS—CITY OF KENT (xi) Federal Awarding Agency: ass-Through Entity: [nd arding Official Name DEPARTMENT OF THE CITY OF KENT Contact Information: William Ellis, TREASURY ef Economic Development Officer llis@kentwa.gov II (xii)Assistance Listing CFDA Number and Name (the pass-through entity (xiii)Identification of Whether must identify the dollar amount made available under each Federal award and'the Award is R&D the CFDA number at time of disbursement) NO 21.027-CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS _ (xiv)Indirect Cost Rate for Payment Method (lump Is the Agency a Subrecipient the ��ward m payment or reimbursement) For the Purposes Federal Award of This Agreement? LUMP SUM N/A YES-Subrecipient II PASS-THRU ENTITY City of Kent RECIPIENT National Council for NAME Community Development, Inc. Name: Dana Ralph Name: Daniel March III Title: MayorTitle: President Signature: Signature: D0= i9^e y g g oew xt M m SL m Date: Date: 8-F-OF18498 08/22/2023 /25/2023 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC AGREEMENT Contractor National Council for Community Development, Inc. Project Title Commercial Affordability Grant Program Contract Amount $ $1,600,000 Contract Period From: July 1, 2023 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 ("Contractor"), a Washington nonprofit corporation (the "Contractor"), with offices at 1111 Superior Avenue, Suite 1114, Cleveland, OH 44114. FUNDING SOURCES FUNDING LEVELS EFFECTIVE DATES Coronavirus Local Fiscal See Contract Amount Above See Contract Period Above Recover CLFR) 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. ACCEPTANCE OR ACCEPTED - A written determination by the City that the Contractor has Rev. 10/12/21 Page 2 of 22 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC 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 signed by the City 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. 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: Page 3 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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/ E Compliance Statement 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. 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. As part of the invoicing process, 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 1011 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. Payment Request Report iii. Closeout Report 3. Contract Term. 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 (the "Contract Term"). B. This Contract shall begin when countersigned by City of Kent. 4. Grant Funds Disbursement. The City shall disburse to NDC its lump sum payment, upon receiving an invoice and the required documentation, following the Effective Date. Grant funds are to be used to support the projects detailed in Exhibit A. 5. Internal Control and Accounting System. Page 4 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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 Page 5 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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 Page 6 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 notify the Contractor of the request and 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 Bill Ellis, 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: A. Written Notification: The City will notify the Contractor in writing of the nature of the breach. B. Contractor's Corrective Action Plan: Page 7 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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; (3) are determined by Treasury to be subject to a repayment obligation pursuant to section 603(e) of the Act; or (4) are otherwise subject to recoupment by the City pursuant to the terms Page 8 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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. Page 9 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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. Page 10 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 not 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 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 Page 11 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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 Page 12 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 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. Page 13 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the City as beneficiary. 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 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. Page 14 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. Other known Subcontractors such as communications consultant DH, and technical assistance providers, Business Impact Northwest and Ventures are approved per 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. 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 not related to the subject matter of this Contract, or (2) supplies; or (b) a grant to a beneficiary. C. Required Language for Subcontracts: The Contractor shall include the following language verbatim in every subcontract for services which relate to the subject matter of this Contract: "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 Page 15 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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; 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. Page 16 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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. 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 Attn: Bill Ellis Attn: Diana Sasser Economic & Community National Council for Community Development Development, Inc. 220 41" Avenue South 633 V Avenue, 191" Floor Kent, WA 98032 New York, NY 10017 253-856-5709 206-434-4330 Wellis@kentwa.gov Email: DSasser@ndconline.org Page 17 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 30. Services Provided in Accordance with Laws, Rules, and Regulations. The Contractor and any Subcontractor agree 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 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. 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. Page 18 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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; 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) Page 19 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 J. 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: 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 Page 20 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. 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 Maieure. 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 Page 21 of 22 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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. IN WITNESS WHEREOF, the parties hereby agree to the terms and conditions of this Contract: CITY OF KENT CONTRACTOR DocuSigned by: �O.ZFOLF1lE1.°.AAS Mayor, City of Ken Signature 08/22/2023 Daniel Marsh III Date Name (Please type or print) 7/25/2023 Date Page 22 of 22 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC Pass-Through Grants Contract (ARPA Funds) Exhibit A Scope of Work/ Specific Requirements Consultant shall perform the following services for the City in accordance with the described plans and/or specifications: NDC will assist the City of Kent in administering a Commercial Affordability grant program to disburse $1.5 million in American Recovery Act funds from the City to cover pre- development costs, support ownership opportunities for businesses in mixed-income or affordable housing projects in the city's commuter rail transit areas; and catalyze redevelopment of long vacant or abandoned sites within high density, high need locations. Potential recipients are Kent small businesses or nonprofits, especially those operating in the key service delivery areas of early education, childcare, or food security. As the $1,500,000 in earmarked funding is likely far less than the need, the City will ask NDC to utilize its best judgement of equitable dispersion of funding similar to precedents set by other jurisdictions in Washington state and philanthropy, with especial considerations given to achieving an outcome of helping historically underserved communities also recover economically. Historically underserved communities, as defined by King County in their grant program, including business owners from Black, indigenous peoples, people of color and communities all of whom may have faced barriers that prevented their access to other relief resources to date. NDC will play a supporting role in best practices of outreach and announcement, a supporting role in development of application materials (to be modeled after King County's) and will take on the lead role in the development of the online English application, application intake, grant awards evaluation and selection, distributing electronic notification forms, and disbursing of funds, as necessary including final reporting back to the City. All data will be held by NDC in compliance with public records laws. Specific Requirements This project will be led by the Economic and Community Development Department under the supervision of the City of Kent's Economic Development Division which will serve as sole point of contact with NDC. 1. Scope of Work General Responsibilities of NDC: • Work planning Page 1 1 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC o In consultation with the City, NDC to develop work plan with detailed timeline and tasks required at each stage of the grant program. • Outreach and Official Announcement o Support the City of Kent to provide at least two 1-hour informational meetings via Zoom to key stakeholders and outreach partners, including: ■ Kent Chamber of Commerce ■ Kent Human Services and Cultural Community Boards ■ Kent Communities of Opportunity Members ■ Local Small Business Development Center at Green River College o The City of Kent will coordinate and host virtual meetings to prep city staff on how to prepare and train community mentors on how to complete the application process and possible troubleshooting • Application Intake o NDC will provide co-program management, administration, an d technical support. o NDC will develop application material content and provide the application questions with instructions. NDC will provide an online application form in English and Spanish with format approved by City of Kent. Application will be hosted in Survey Apply under NDC's license. o Application will remain open for at least one month after announcements (target launch July 2023). o NDC will make best efforts to support City of Kent to communicate with members of the community and troubleshoot all technical issues around the online application form. o All applications received by NDC for evaluation will be in English and in digital format through the online application portal. o City of Kent and/or outreach partners will provide direct technical assistance to members of the community who may need assistance completing the application, including those needing interpretation support. • Decide Grant Awards NDC will develop an evaluation and selection process method, using the evaluation/selection criteria approved by City of Kent. A priority objective will be getting resources to historically underserved business owners. The definition of historically underserved business owners will follow the Page 12 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC guidance of King County, which includes business owners from Black, indigenous peoples, and communities of people of color. o NDC will utilize its digital assets to sort and score applications based on the eligibility and evaluation criteria (Attachment 1) to be approved by City of Kent. NDC will also utilize an internal team of reviewers to select final awardees based upon the criteria. o NDC is authorized by this contract to make these decisions on behalf of the City on who receives awards after receiving written consent from the City's project management regarding their developed evaluation and selection method. • Notification Forms o NDC will send email notifications of approval or decline to all grant applicants. • Disburse Funds o NDC will disburse grant funds and keep records of all fund dispersals, and will provide such records upon request to the City of Kent. o Grants will be distributed by ACH or check payment. When applicable, funds can be paid directly to third parties to cover pre-development costs. • Program Access o The application will be provided in English and Spanish. For other languages, NDC will make best efforts to utilize Kent-based community organizations to assist applicants in the event of a language barrier. Budget The total budget for this scope of work is $1,600,000. This includes the following: Pass-through grant funding $1,500,000 NDC administration fee $100,000 Total $1,600,000 The NDC administration fee covers the items described in the scope of work above. NDC will invoice the City of Kent per the following schedule: Page 13 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC Milestone Amount Invoiced Detail Program launch $25,000 Application created in Survey Apply and opened to the public; prioritization criteria defined and approved by City of Kent Project selection complete $25,000 All applications reviewed and scored and grantees are selected. Funding 50% disbursed $25,000 Funding has been disbursed to at least 50% of selected projects Funding 100% disbursed $25,000 Funds have been disbursed to all awarded projects. Attachment 1 Draft Program Outline (To be finalized and approved by City of Kent) 1. Draft Eligibility Criteria NDC will ensure compliance of all awardees based on the following eligibility criteria. To be eligible for an award, a business or non-profit must: • Be active and licensed in the state of Washington, with a physical business address in the Kent city limits • Business must be currently open and operating at time of application, unless a pause in operations is due to lack of commercial space • Must be current on all city business licensing and other regulatory requirements, and not been delinquent in payment on any taxes or fees owned to the City of Kent as of time of application • Projects must comply with ARPA regulations related to COVID-19 impact 2. Award Size: Page 14 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC The estimated size of awards will range from $100,000-$500,000, though we anticipate the average award size to fall between$200,000-$250,000. We anticipate making 3-5 awards. 3. Use of Funds: Funds will pass through from NDC to grantees, and can be used for the following purposes related to commercial affordability: • Pre-development costs such as architecture & engineering, environmental reviews, etc. related to commercial space. • Costs related to tenant improvements with the expectation of funding non- construction costs such as soft costs, equipment, and working capital related to leased commercial space. 4. Project Prioritization Criteria: We anticipate that the program will be competitive, with requests for a greater amount of funding than is available. NDC will create criteria and a process for project prioritization and selection. We will build on lessons learned from similar programs in King County and City of Seattle. We will work with City of Kent to ensure the process meets the City's goals for the program. Draft criteria include: • Impact: How do project outcomes align with program goals? • Viability: Does business/non-profit show long-term viability? What is the capacity of the applicant to complete the project? • Project Readiness: What is the status of the project, and how likely is it to be completed within the project timeline? • Equity: Does project address historically underserved groups including those that have lacked access to capital and commercial real estate opportunities, including Black, Indigenous, and People of Color(BIPOC) communities? Page 5 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC NDC Commercial Affordability Grant Program— 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 FIR 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 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC 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 protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance,42 U.S.C. §2OOOd et seq.,as implemented by the Department of the Treasury's Title VI regulations,31 CFR 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 case 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 of 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. I hereby certify that I have read and understood the obligations described above,that Grantee is in compliance with the above-described nondiscrimination requirements,and by my signature on this document,acknowledge my understanding that any intentional or negligent misrepresentation or falsification of any information submitted in conjunction with this document could subject me to punishment under federal,civil liability and/or in criminal penalties, including but not limited to fine or imprisonment or both under Title 18,United States Code,Sec. 1001,et seq.and punishment under federal law. I�71DocuSigned by: Daniel Marsh III I �1 � kAY�L e� Printed Name Signature President & CEO 7/25/2023 Title Date DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC Exhibit C Pt. 21, App. B 31 CFR Subtitle A (7-1-06 Edition) APPENDIX B TO PART 21—DISCLOSURE FORM TO REPORT LOBBYING DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046 Complete this form to disclose lobbying activities pursuant to 31 U.S.C.1352 (See reverse for public burden disclosure.) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial filing b.grant El b.initial award b.material change c. cooperative agreement d.loan C. post-award For Material Change Only: e. can guarantee year quarter f. loan insurance date of last report 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee,Enter Name ❑ Prime ❑ Subawardee and Address of Prime: Tier ,if known: Congressional District,if known: Congressional District,if known: 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number,if applicable: 8. Federal Action Number,if known: 9. Award Amount,if known: $ 10. a. Name and Address of Lobbying Entity b.Individuals Performing Services(including address if (if individual,last name,first name,M/e different from No.111a) (last name,first name,MI): attach Continuation Sheets SF-LLL-A if necessa 11. Amount of Payment(check all that apply): 13. Type of Payment(check all that apply): $ ❑actual ❑planned ❑ a. retainer ❑ b.one-time fee 12. Form of Payment(check all that apply): ❑ c. commission ❑ a. cash ❑ d.contingent fee ❑ b.in-kind;specify: nature ❑ e.deferred P ry value P❑ f. other;specify: fY 14. Brief Description of Services Performed or to be Performed and Date(s)of Service,including officer(s),employee(s), or Member(s)contacted,for Payment Indicated in Item 11: attach Continuation Sheets SF-LLL- d vie ss 15. Continuation Sheet(s)SF•LLL-A attached: ❑Yes ❑No 16. Ittformation teQuestad thmugh thh tam is wthwized by title 31 U.S.C. qn t152.This dncbsun al bbbying activitks is a matedal npresentatkn Signature: of fact upon whkh Mknce wa placed by the tier above when this swoon waa m,%«entered in .This ddclowte h,eaohed paw,nt to Print Name: 31 U S.c 1352.This inlamatkn will be,sported to the Co,,m semi- annually and will tr available fa publk inspectbn.my Mason who faih to Title: 0k the requimd dixbwn shill M wbject to a ckil Mnilry of not less than $lo.oaoand-1mom m,n 11ao.agofaeach nxh kik,e. Telephone No.: Dale: . ..'w"�T• Authorized to.Local Rq—dunion Standard Form-LLL 262 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC Office of the Secretary of the Treasury Pt. 21, App. B INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the initiation or receipt of a covered Federal action,or a material change to a previous filing,pursuant to title 31 U.S.C. section 1352.The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 a covered Federal action.Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate.Complete all items that apply for both the initial filing and material change report.Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported,enter the year and quarter in which the change occurred.Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city,state and zip code of the reporting entity. Include Congressional District, if known.Check the appropriate classification of the reporting entity that designates if if is,or expects to be,a prime or subaward recipient.Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts,subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks"Subawardee",then enter the full name,address,city,state and zip code of the prime Federal recipient.Include Congressional District,if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name,if known. For example,Department of Transportation,United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action(item 1). If known,enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal(RFP)number; Invitation for Bid (IFB)number;grant announcement number;the contract, grant,or loan award number;the application/proposal control number assigned by the Federal agency). Include prefixes,e.g.,"RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a)Enter the full name,address,city,state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b)Enter the full names of the individual(s)performing services,and include full address if different from 10(a). Enter Last Name,First Name,and Middle Initial(MI). 11. Enter the amount of compensation paid or reasonably expected to be paid,by the reporting entity(item 4)to the lobbying entity(item 10). Indicate whether the payment has been made(actual)or will be made(p!anned). Check all boxes that apply. If this is a material change report,enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es).Check all boxes that apply.If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other,specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed,or will be expected to perform,and the dates)of any services rendered.Include all preparatory and related activity,not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s),or Member(s)of Congress that were contacted. 15. Check whether or not a SF-LLL-A Continuation Sheet(s)is attached. 16. The certifying official shall sign and date the form,print his/her name,title,and telephone number. Pudic reporting burden for this co lection of information is estimated to average 30 mintues per response,including time for reviewing instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,D.C.20503, 263 Exhibit C - p. 2 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC Pt. 21, App. B 31 CFR Subtitle A (7-1-06 Edition) DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046 CONTINUATION SHEET Reporting Entity: Page of Authorized fm Local Reproduction StandLd Form-LLL-A 264 Exhibit C - p. 3 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC NDC Commercial Affordability Grant Program— Exhibit D COST CERTIFICATION I certify that: National Council for Community 1. 1 have authority and approval from the governing body on behalf of Development Inc. ("Grantee")to accept proceeds from the City of Kent (the "City') per the Agreement by and between the City and Grantee from the City's allocation of the Coronavirus Local Fiscal Recovery Fund ("CLFR") 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. 1 understand that as additional federal guidance becomes available, an amendment to the Contract between the Citty and Grantee may become necessary and agree to execute necessary amendments. 3. 1 understand the City will rely on this certification as a material representation in processing reimbursements or payment requests. 4. 1 understand the Grantee receiving funds pursuant to this certification 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. 1 understand any funds provided pursuant to this certification cannot be used for expenditures for which Grantee has received any other funding whether state,federal or private in nature,for that same expense. I hereby certify that I have read the above certification,and that the information and my statements provided herein by me are true and correct to the best of my knowledge, and by my signature on this document,acknowledge my understanding that any intentional or negligent misrepresentation or falsification of any of the information in this document could subject me to punishment under federal and/or civil liability and/or in criminal penalties,including but not limited to fine or imprisonment or both under Title 18,United States Code,Sec.1001,et seq.and punishment under federal law. DocuSigned by: Daniel Marsh III 58Rn7FnQFnF1A4qR Printed Name Signature President & CEO 7/25/2023 Title Date DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC Grant Recipient Agreement — Exhibit E DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 0 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I 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 I, the prime contractor, 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 I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 of 5 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 of 5 DocuSign Envelope ID:5764031 F-337E-4934-AC92-4BDFD33762FC or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination EEO COMPLIANCE DOCUMENTS - 3 of 5 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. DocuSigned by: By V twin,(, L f l l 8BD7FDCEOF18498... For: National Council for Community Development, Inc. Title: President and CEO Date: 7/25/2023 EEO COMPLIANCE DOCUMENTS - 4 of 5 DocuSign Envelope ID:5764031F-337E-4934-AC92-4BDFD33762FC CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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 - 5 of 5