HomeMy WebLinkAboutCAG2023-537 - Original - University of Washington - Washington Space Grant - 10/18/23 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• 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:
c 05/25/2023 05/30/2023
QAuthorized to Sign: Date of Council Approval:
Q �✓ Mayor or Designee 5/16/2023
Budget Account Numbe Grant? Yes[Z] NoF_]
V00058.64190.6100
Budget? Yes Type: Federal
Vendor Name: Category:
University of Washington - Washington Space Grant Contract
Vendor Number: Sub-Category:
in process - Original
0
w Project Name: ARPA - Washington Space Grant Teacher Training
3- Project Details: Create and run a CE course through Green River College providing teacher
0 9 9 P 9
C training and certification to develop cirriculum related to careers in aerospace.
40
C
(11.111 Basis for Selection of Contractor:
AgreementAmount: 40Q,QQQ Other
E i *Memo to Mayor must be attached .1111
Start Date: 10/18/2023 Termination Date: December 31, 2026
lm 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: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes❑No CAG2023-537
Comments:
IM
C C
3 0
N
a
Date Received:City Attorney: 10/11/23 Date Routed:Mayor's Offic 10/19/23 6ity Clerk's Office 10/19/23
adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
Washington Space Grant Teacher Training — CITY OF KENT
Pursuant to 2 CFR 200.332(a)(1) Federal Award Identification
(i) Agency Name(must match the name associated ND1WMN6945W6
Unique Entity Identifie
ith its unique entity identifier)
(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
SF]LFRP3352 6/3/2021 arch 3, 2021 — March 3, 2021 —
ecember 31, 2026 6 -- becember 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:
$400,000 400,000 $400,000
I1(x)Federal Award Project Description:
CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS—CITY OF KENT
(A) Federal Awarding Agency: Pass-Through Entity: warding Official Name
DEPARTMENT OF THE CITY OF KENT 3nd Contact Information:
TREASURY risti Morgansen Box 352400
niversity of Washington
Battle, WA 98195-2400
(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 he Award is R&D
the CFDA number at time of disbursement) O
21.027-CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS
(xiv)Indirect Cost Rate for Award Payment Method (lump s the Agency a Subrecipient
he sum payment or for the Purposes
Federal Awardreimbursement) Reimbursement Df This Agreement?' '
YES-Subrecipient
PASS-THRU ENTITY City of Kent RECIPIENT University of Washington
NAME
Name: Dana Ralph Name: Jessica Parker
Title: Title: Contract&Grant Analyst
Mayor OSP, UW
Signature: Signature:
Jessica Parker
Date: 10/19/2023 Date:
10/02/2023
AGREEMENT
Contractor University of Washington
Project Title Washington Space Grant Teacher Training
Contract Amount $ 400,000
Contract Period From: Upon execution To December 31, 2026
DUNS No. (if applicable) SAM No. (if applicable) HD1 WMN6945W6
THIS AGREEMENT ("Contract") is entered into by CITY OF KENT, a political subdivision of
the State of Washington (the "City"), and The University of Washington _ ("Contractor"), a
Washington [entity type] (the "Contractor"), with offices at [address].
FUNDING SOURCES FUNDING LEVELS EFFECTIVE DATES
Coronavirus Local Fiscal See Contract Amount Above See Contract Period Above
Recovery 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
completed the Work in accordance with the Contract.
Rev. 10/12/21 Page 2 of 22
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,
artnershi s, 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:
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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
Treasurylls 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 LCivil 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 10t" 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 Contractor the grant funds, totaling $400,000 promptly per the terms
detailed in the scope of work. Grant funds are to be used to support the Washington Space
Grant Teacher Training Project.
5. Internal Control and Accounting System.
Page 4 of 22
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, Treasuryis 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
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
Contractors 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[8 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
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 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:
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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 Contractors 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
ContractorLS 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
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. Termination for Convenience:
This Contract may be terminated by the City without cause, in whole or in part, for
convenience at any time.
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.
D. Non-Waiver of Rights:
Page 9 of 22
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.
B. Intellectual Property Infringement:
Page 10 of 22
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 Cs fees), claims, judgments, or awards
of damages (collectively, CClaimsq, 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 Contractor18 performance or nonperformance under the Contract, except to
the extent that any Claims are the result of the City Cs performance or nonperformance
under the Contract or its negligence or misconduct. These indemnification obligations
shall survive the termination of the Contract. The Contractor agrees that its obligations
under this paragraph extend to any demands, liabilities, causes of action, or claims
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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
is evidence of gross mismanagement of a federal contract or grant, a gross waste of
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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.
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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.
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.
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:
Page 14 of 22
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.
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 Contractors 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
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
Page 15 of 22
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.
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.
Page 16 of 22
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
Bill Ellis Sonia Bill
Chief Economic Development Grant Manager, William E. Boeing
Officer for the City of Kent Department of Aeronautics &
Astronautics
220 4t" Avenue S Box 352400
Kent, WA 98032 University of Washington
Seattle, WA 98195-2400
Wellis@Kentwa.gov Sbill@uw.edu
253-856-5707 206-543-6323
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
Page 17 of 22
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
Treasury18 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.
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 TreasuryEs 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.
m4601-4655) and implementing regulations.
L. Generally applicable federal environmental laws and regulations.
Page 18 of 22
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. m6101 et seq.),
and Treasurys 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. m
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.m 1501-1508 and 7324-7328), which limits certain
political activities of federal employees, as well as certain other employees who
work in connection with federally funded programs.
N. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY (2 CFR 183)
i. The Contractor must exercise due diligence to ensure that none of the funds,
including supplies and services, received under this Contract are provided
directly or indirectly (including through subcontracts) to a person or entity who is
actively opposing the United States or coalition forces involved in a contingency
operation in which members of the Armed Forces are actively engaged in
hostilities. The Contractor must terminate or void in whole or part any subcontract
with a person or entity listed in the System Award Management Exclusions(SAM)
as a prohibited or restricted sources pursuant to subtitle E of Title VIII of the
NDAA for FY 2015, unless the Federal awarding agency provides written
approval to continue the subcontract.
ii. The Federal awarding agency has the authority to terminate or void this Contract,
in whole or in part, if the Federal awarding agency becomes aware that the
Contractor failed to exercise due diligence as required by paragraph 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
Page 19 of 22
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
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:
Page 20 of 22
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 Majeure.
The term "force majeure" shall include, without limitation by the following enumeration: acts of
nature, acts of civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of
emergency repairs, industrial, civil or public disturbances, causing the inability to perform the
requirements of this Contract; provided, however, "force majeure" shall not include the COVID-
19 pandemic which is ongoing as of the date of the execution of this Contract. If any party is
rendered unable, wholly or in part, by a force majeure event to perform or comply with any
obligation or condition of this Contract, upon giving notice and reasonably full particulars to the
other party, such obligation or condition shall be suspended only for the time and to the extent
commercially practicable to restore normal operations. In the event the Contractor ceases to
be excused pursuant to this provision, then the City shall be entitled to exercise any remedies
otherwise provided for in this Contract, including termination for default.
36. Severability.
Whenever possible, each provision of this Contract shall be interpreted to be effective and
valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then
such provision or portion thereof shall be modified to the extent necessary to render it legal,
valid and enforceable and have the intent and economic effect as close as possible to the
invalid, illegal and unenforceable provision.
Page 21 of 22
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
��4�4-t,C�GL �G1!JLrE?,2JL
Mayor, City of Kent Signature
Jessica Parker
Date Name (Please type or print)
9/21/2023
Date
Page 22 of 22
Exhibit A
Scope of Work
WA Space Grant and Green River College will provide support and subject matter expertise to support
Kent School District teachers in a summer cohort program to develop curriculum to better prepare their
students for aerospace related careers. The program will cover topics relevant to aerospace including
high altitude ballooning, rocketry, cube satellites, remote sensing, and robotics. The program also aims
to meet City of Kent goals to address educational disparities in their community through new
educational initiatives. Educator participants will get exposure to current space related topics and work
together to translate those topics into middle and high school appropriate content, keeping NGSS
standards in mind. Sessions will take place at both Green River College Kent campus, as well as activities
in research labs at the University of Washington in Seattle.
Budget Justification - UW
Salaries and Fringe
Staff support at UW includes .25 months for the PI, Kristi Morgansen,to oversee the program. 2 months
is requested for Associate Director of Program Operations to ensure program milestones are being met,
stipends are disbursed, and all reporting and compliance is managed in a timely manner. 5 months of
effort is requested for an NGSS Coordinator to provide training for the educators on NGSS standards,
and serve as the subject matter expert for standards alignment. Two graduate assistants with 220 hours
each will serve as points of contact for the educator participants during the program for overall logistics
and cohort management. Fringe rates requested reflect current UW campus benefit rates.
Participant/Trainee Support
Including a stipend to defray living costs during participation in the program is key to keeping educators
engaged in the program. A total of$8,000 per participant is requested to be disbursed over the span of
2 months. The stipends will be disbursed directly from UW to the educators.
Supplies and Materials
Software licenses for$500 per year are requested to enable participants to engage with simulation
activities from NASA and other relevant partners. Project kits at$12,000 total for year 1 and $4,800 for
year 2 are requested to provide educators with hands-on experiences. We estimate$1,200 per
educator includes$250 for rocketry supplies, $500 for a robotics kit, and $450 for additional electronics.
Budget Justification - Green River College
Salaries and Fringe
Green River College is assisting with on-site logistics and issuing clock hours for educator participants.
Support for the lead at Green River for general oversight is requested at .6 months. The Director of
Corporate and Continuing Education will manage the clock hour process, supported at .15 months. A
Clock Hour Program Specialist will do data input for clock hour issuing, supported at .8 months. The Site
Supervisor will be the point of contact for in person activities at Green River, supported at .15 months.
Washington Space Grant Teacher Training Project—Exhibit B
CIVIL RIGHTS CERTIFICATION FORM
The funds provided to the grantee named below(hereinafter referred to as the"Grantee")are available under
section 603 of the Social Security Act, as added by section 9901 of the American Rescue Plan Act.
Grantee understands and acknowledges that:
As a condition of receipt of federal financial assistance from the Department of the Treasury,with monies
distributed through the City of Kent,Grantee provides the assurances stated herein.The federal financial
assistance may include federal grants, loans and contracts to provide assistance to Grantee,the use or rent of
Federal land or property at below market value, Federal training,a loan of Federal personnel,subsidies,and
other arrangements with the intention of providing assistance. Federal financial assistance does not
encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the
Federal government at market value,or programs that provide direct benefits.
The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the
operations of Grantee's program(s)and activity(ies),so long as any portion of Grantee's program(s)or
activity(ies) is federally assisted in the manner prescribed above
Grantee certifies the following:
1. Grantee ensures its current and future compliance with Title VI of the Civil Rights Act of 1964,as
amended,which prohibits exclusion from participation, denial of the benefits of,or subjection to
discrimination under programs and activities receiving federal financial assistance,of any person in the
United States on the ground of race,color, or national origin (42 U.S.C. §2000d et seq.), as implemented
by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive
orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance
documents.
2. Grantee acknowledges that Executive Order 13166, "Improving Access to Services for Persons with
Limited English Proficiency,"seeks to improve access to federally assisted programs and activities for
individuals who, because of national origin, have Limited English proficiency(LEP). Grantee understands
that denying a person access to its programs,services,and activities because of LEP is a form of national
origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the
Treasury's implementing regulations.Accordingly,Grantee shall initiate reasonable steps,or comply with
the Department of the Treasury's directives,to ensure that LEP persons have meaningful access to its
programs,services,and activities.Grantee understands and agrees that meaningful access may entail
providing language assistance services, including oral interpretation and written translation where
necessary,to ensure effective communication in Grantee's programs,services, and activities.
3. Grantee agrees to consider the need for language services for LEP persons when Grantee develops
applicable budgets and conducts programs,services,and activities.As a resource,the Department of the
Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps
to provide meaningful access for LEP persons, please visit http://www.lep.gov.
4. Grantee acknowledges and agrees that compliance with the assurances constitutes a condition of
continued receipt of federal financial assistance and is binding upon Grantee and its successors,
transferees, and assignees for the period in which such assistance is provided.
5. Grantee shall comply with Title VI of the Civil Rights Act of 1964,which prohibits Grantees of federal
financial assistance from excluding from a program or activity, denying benefits of,or otherwise
discriminating against a person on the basis of race, color,or national origin (42 U.S.C. §2000d et seq.),as
implemented by the Department of the Treasury's Title VI regulations,31 CFR Part 22,which are herein
incorporated by reference and made a part of this contract(or agreement).Title VI also includes
protection to persons with "Limited English Proficiency" in any program or activity receiving federal
financial assistance,42 U.S.C. §2000d et seq.,as implemented by the Department of the Treasury's Title
VI regulations,31 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.
i4�4�fifiA� I a 4Z V
Printed Name Signature
Title Date
Washington State Space Grant Teacher Training— Exhibit C
LOBBYING CERTIFICATION FORM
The undersigned certifies,to the best of the undersigned's knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress,an
officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any
Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any
cooperative agreement,and the extension,continuation, renewal, amendment,or modification of any Federal
contract,grant, loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant, loan,or
cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions,as attached.
(3)The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers(including subcontracts,subgrants,and contracts under grants, loans,and cooperative
agreements)and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required certification shall be subject
to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure.
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.
PaAlQ'-,,
Printed Name Signature
Title Date
Washington Space Grant Teacher Training Program— Exhibit D
COST CERTIFICATION
I certify that:
1. 1 have authority and approval from the governing body on behalf of University of Washington ("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 City 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.
a
Printed Name Signature
Title Date
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
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
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
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.
By:
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS - 4 of 5
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