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CAG2024-507 - Original - Dynamic Languages - Vital Document Translation - 11/7/24
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: Maria Tizoc Administration Date Sent: Date Required: c 10/16/2024 10/30/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website 11/05/2024 Budget Account Number: Grant? Yes NoE] 10001310.64190.1212 Budget?�✓ YesE]No Type: Federal Vendor Name: Category: Dynamic Languages Contract Vendor Number: Sub-Category: (206) 244-6709 Original 0 W Project Name: Vital Document Translation cProject Details: Using ARPA funds to translate city-wide vital documents into the top 6 languages in Kent in accordance with the Language Access 40 Basis for Selection of Contractor: E Agreement Amount: $300�000 Bid � Memo to Mayor must be attached � A- Start Date: fl 0/21/2024 Termination Date: December 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: F—]YesF—]No Comments: 1A C C d 0_',6A Date Received:City Attorney:10/17/24 Date Routed:Mayor's Office City Clerk's Office adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 • KENT *A S M IN G T O N DATE: November 5, 2024 TO: Kent City Council SUBJECT: Agreement with Dynamic Language Center, LTD for ARPA- Funded Document Translation Services - Authorize MOTION: I move to authorize the Mayor to sign an agreement with Dynamic Language Center, LTD for document translation services, subject to final terms acceptable to the Chief Administrative Officer and City Attorney. SUMMARY: The Race and Equity Team has been working on implementing the Strategic Plan that was passed by Council last year, including the translation of various City documents into languages commonly spoken within Kent. The team received ARPA funds to help implement the Strategic Plan, including the creation of a Language Access Plan, which was a priority for the community and Title VI compliance. As part of this Language Access plan, staff has worked to gather high priority documents for translation into the top six non-English languages spoken in Kent. This agreement will provide for translation of a variety of documents into the top six languages: Spanish, Punjabi, Ukrainian, Vietnamese, simplified Chinese, and Tagalog. Once the initial batch of documents has been translated, City staff will also direct the translation of additional documents, as well as potential translation of relevant documents into other languages spoken in Kent, such as Dari and Somali. BUDGET IMPACT: None. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. CLFR Contractor Agreement - Dynamic Language Center, LTD (PDF) 10/15/24 Committee of the Whole MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 11/5/2024 5:00 PM MOVER: Satwinder Kaur, Council President SECONDER: Bill Boyce, Councilmember AYES: Kaur, Boyce, Boyd, Fincher, Michaud, Troutner City of Kent — CLFR Contract Agreement— Dynamic Language Center Contractor Dynamic Language Center, LTD Contract Amount $300,000 Agreement Period: November 1, 2024(Effective Date) To December 31,2026 DUNS No. (if applicable) SAM No. (if applicable) This Agreement is made by and between the City of Kent,a municipal corporation("the City")and Dynamic Language Center, LTD dba "Dynamic Languages" ("the Contractor"), a Washington State corporation, to set forth the terms and conditions under which the City will enter into an agreement with the Contractor to be used for services received and costs incurred during the Agreement Period. 1. Scope of Eligible Expenditures.Contract funds may only be used to pay or reimburse eligible expenditures as described in the"Federal Terms"(Exhibit 1),and as detailed in the"Scope of Work"(Exhibit 2). No contract funds may be used to pay or reimburse costs for which the Contractor has received any other funding, whether state, federal or private in nature,for that same cost. 2. Contractor Responsibilities. Contractor understands and agrees that funds paid and services provided under this Agreement must be in compliance with section 603(c) of the Social Security Act("the Act"), as added by section 9901 of the American Rescue Plan Act("ARPA"),the U.S.Department of Treasury's("Treasury's")regulations implementing that section, guidance issued by Treasury regarding the foregoing, and any other applicable federal provisions, including those described in the"Federal Terms" (Exhibit 1). 3. Contractor Certifications. Prior to any disbursement of funds authorized by this Agreement, Contractor shall provide the City with: Cost Certification (Exhibit 3), Civil Rights Certification Form (Exhibit 4), the Lobbying Certification Form (Exhibit 5), if applicable, the Lobbying Disclosure Form (Exhibit 6), the City EEO Compliance Documents(Exhibit 7), and proof of meeting the Insurance Requirements(Exhibit 8). 4. Compensation;Request for Payment.The City shall pay the Contractor an amount not to exceed$300,000, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. Contractor shall submit a quarterly invoice and Cost Certification (Exhibit 3)for the services therein no later than fifteen (15)working days after the close of each calendar quarter throughout the term of the Agreement. 5. Maintenance of and Access to Records.Contractor shall maintain all records and accounts with respect to all matters covered by this Agreement, including personnel, property, financial, and programmatic records and 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 all funds have been expended or returned to the City, whichever is later, to ensure proper accounting for all funds and compliance with the Agreement.The City,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 the Contractor in order to conduct audits or other investigations. Contractor acknowledges that records may be subject to disclosure under the Public Records Act,Ch.42.56 RCW. 6. Publications. Any publications produced with funds from this Agreement must display the following language: "This project is being supported, in whole or in part, by federal award number SLFRP3352 awarded to the City of Kent,Washington by the U.S. Department of the Treasury." 7. Disclaimer by the City and United States. 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 Agreement 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 Agreement or subcontract under such award. The City expressly disclaims any and all CLFR Contractor Agreement Page 1 of 4 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 Agreement or any other losses resulting in any way from the performance of the Agreement, or any subcontract thereto.This Agreement does not in any way establish an agency relationship between or among the United States, the City,and/or the Contractor. 8. False Statements. Contractor understands that making false statements or claims in connection with this Agreement 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. 9. Debarment and Suspension Certification. Entities that are debarred, suspended, or proposed for debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the City. The Contractor, by signature to this Agreement, certifies that the Contractor is not currently debarred, suspended, or proposed for debarment, by any Federal department or agency. Contractor also agrees that it will not enter into a subcontract with a person or entity that is debarred,suspended, or proposed for debarment. Contractor will notify the City if it,or a subcontractor, is debarred,suspended, or proposed for debarment, by any Federal department or agency. Debarment status may be verified at https://www.sam.gov/. 10. Termination. Upon thirty (30) days-notice, the City may terminate this agreement for convenience. Any unearned contract proceeds shall be immediately returned to the City. 11. Time of Completion; Repayment of Funds; Recoupment. Upon the effective date of this Agreement, the Contractor shall complete the work and provide all goods, materials, and services by December 31, 2026. If Contractor has unearned contract proceeds on hand as of December 31, 2026, Contractor shall return all unearned proceeds to the City within ten(10)calendar days.If any payments provided to the Contractor were used in a manner that is not consistent or allowable as outlined in this Agreement or in the Federal Terms, Contractor shall return funds to City in the amount determined to be ineligible. Contractor further 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 Agreement.This duty to repay the City shall not be diminished or extinguished by the termination of the Agreement. 12. Conflict of Interest. Contractor designees, agents, members, officers, employees, consultants, and any other public official who exercises or who has exercised any functions or responsibilities with respect to the Program during his or her tenure,or who is in a position to participate in a decision-making process or gain inside information with regard to the Program,are barred from any interest,direct or indirect,in any grant or proceeds of the Program, or benefit there from,which is part of this Agreement at any time during or after such person's tenure. 13. Warranty.The Contractor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code,Title 62A, Revised Code of Washington. The Contractor warrants goods are merchantable,are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Contractor's representations to City. The Contractor shall promptly correct all defects in workmanship and materials: (1)when the Contractor knows or should have known of the defect, or(2) upon the Contractor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired,only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. CLFR Contractor Agreement Page 2 of 4 14. 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 attorneys' fees), claims, judgments,or awards of damages,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 Contractor's performance or non-performance under the Agreement.Contractor agrees that its obligations underthis 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, 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.These indemnification obligations shall survive the termination of the Agreement. 15. Insurance. The Recipient shall procure and maintain for the duration of this Agreement, insurance of the types and in the amounts described in Exhibit 8 attached and incorporated by this reference. 16. Miscellaneous Provisions. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code,the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three(3)business days afterthe date of mailing by registered or certified mail,and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non- assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Contractor. CLFR Contractor Agreement Page 3 of 4 G. Entire Agreement. The written provisions and terms of this Agreement,together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However,should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Contractor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes,emails, and other records prepared or gathered by the Contractor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such,the Contractor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I,Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. 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. CITY OF KENT CUR CONTRACTOR Name: Dana Ralph Name: Title: Mayor Title: Signatur0• � Signature: Date: 11/07/2024 Date: Notices to be sent to: Notices to be sent to: Jake Legas Maria Tizoc Dynamic Language City of Kent 15215 52nd Avenue S., Suite 100 220 Fourth Avenue South Seattle,WA 98188-2354 Kent,WA 98032 (206) 244-6709 (telephone) (253) 856-5716 (telephone) jake@dynamiclanguage.com (email) mtizoc@kentwa.gov(email) Exhibits 1—Federal Terms 5—Lobbying Certification Form 2—Scope of Work 6—Lobbying Disclosure Form (if applicable) 3—Cost Certification 7—City EECC Compliance Documents 4—Civil Rights Certification Form 8—Insurance Requirements CLFR Contractor Agreement Page 4 of 4 CLFR Contract Agreement— Exhibit 1 FEDERALTERMS In case of conflict between these Federal Terms and the Agreement, the following order of priority shall be utilized: (1) Federal Terms, and (2) Agreement. 1. Contractor understands and agrees that funds provided under this Agreement 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 work detailed in the Scope of Work (Exhibit 2). 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 Contractor to bring Contractor into compliance. C. Compliance with Act. Contractor understands and agrees that funds paid and services provided under the Agreement 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 ("ARPA"), the U.S. Department of Treasury's ("Treasury's") regulations implementing that section, and guidance issued by Treasury regarding the foregoing. D. Definitions. The term "Contractor" shall refer to an individual or entity who receives funds from the City, but shall not include a "Subrecipient," as defined in 2 C.F.R. 200.1 and as determined in the City's sole discretion. 2. Agreement Requirements and Incorporated Exhibits. Contractor shall meet the requirements included in the Agreement and in the following attached exhibits, each of which is incorporated into the Agreement by reference: EXHIBIT NAME NUMBER Federal Terms Exhibit 1 Scope of Work Exhibit 2 Cost Certification Exhibit 3 Civil Rights Certification Form Exhibit 4 Lobbying Certification Form Exhibit 5 Lobbying Disclosure Form (if activity occurs) Exhibit 6 City EEO Compliance Documents Exhibit 7 A. Scope of Eligible Expenditures. Contract funds may only be used to pay or reimburse eligible expenditures as described in the Agreement, these Federal Terms (Exhibit 1), and Scope of Work (Exhibit 2). No contract funds may be used to pay or reimburse costs cannot be used for expenditures for which Contractor has received any other funding, whether state, federal or private in nature, for that same expense. B. Contractor Certifications. Prior to any disbursement of funds authorized by this Agreement, Contractor shall provide the City with: Cost Certification (Exhibit 3), Civil Rights Certification Form (Exhibit 4), the Lobbying Certification Form (Exhibit 5), and, if activity occurs, the Lobbying Disclosure Form (Exhibit 6). C. Reports. Contractor shall provide the City with additional information and documentation upon request, including completing any reports deemed necessary for the City to comply with documentation, reporting, or audit requirements. 3. Access to Records. 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. 4. Uniform Guidance Compliance. A. 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. B. Recoupment. 1. 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 the Agreement. This duty to repay the City shall not be diminished or extinguished by the termination of the Agreement. 2. In the event of a violation of section 603(c) of the Act, the funds shall be subject to recoupment by the City. 3. Any funds paid to Contractor (1) in excess of the amount to which Contractor is authorized to retain under the terms of the Agreement; (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, and have not been repaid by Contractor to the City shall constitute a debt to the City. 4. Any debts determined to be owed the City must be paid promptly by 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. C. Return of Unused Funds. If Contractor has any unearned funds on hand as of the earlier of December 31, 2026, or the termination of this Agreement, Contractor shall return all unearned funds to the City within ten (10) calendar days. 5. Disclaimer. A. The United States expressly disclaims any and all responsibility or liability to Contractor or third persons for the actions of Contractor 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 this contract or any contract, or subcontract under this contract. B. The acceptance of this contract by Contractor does not in any way establish an agency relationship between the United States and Contractor. 6. 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 contract, a gross waste of federal funds, an abuse of authority relating to a federal contract or contract, 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 contract. B. The list of persons and entities referenced in the paragraph above includes the following: 1. A member of Congress or a representative of a committee of Congress; 2. An Inspector General; 3. The Government Accountability Office; 4. A Treasury employee responsible for contract or contract oversight or management; 5. An authorized official of the Department of Justice or other law enforcement agency; 6. A court or grand jury; or 7. 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. 7. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FIR 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. 8. Reducinq Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FIR 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. 9. False Statements. Contractor understands that making false statements or claims in connection with this Agreement 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. 10. Applicable Laws. A. The Agreement shall be governed by and construed in accordance with the laws of the State of 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 Agreement. C. Federal regulations applicable to this contract may include, without limitation, the following: 1. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, including the following: a. Subpart A, Acronyms and Definitions; b. Subpart B, General Provisions; C. Subpart C, Pre-Federal Award Requirements and Contents of Federal Awards; d. Subpart D, Post-Federal Award Requirements; e. Subpart E, Cost Principles; and f. Subpart F, Audit Requirements. 2. 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. 3. 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. 4. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 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. 5. Contractor 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. 6. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. 7. New Restrictions on Lobbying, 31 C.F.R. Part 21. 8. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. 9. Generally applicable federal environmental laws and regulations. C. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following: 1. 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; 2. 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; 3. 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; 4. 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 5. 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. D. 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. E. Contractor agrees to comply with the Prohibition on Providing Funds to the Enemy (2 C.F.R. 183). CUR Contract Agreement — Exhibit 2 SCOPE OF WORK Services Provided Contractor shall provide written translation services ("Services"), which shall consist of the transfer of a written text ("source text") from one language into a comparable written text ("translated text") in another language. The Contractor will initially translate documents provided by the City into the top 6 languages spoken in Kent. Contractor shall also provide Services for emerging languages such as Dari and Somali at the City's request. Additionally, Contractor shall provide additional translation and interpretations services as directed, including translation of documents into additional languages, translation of non-vital documents, translation of web pages, and on-site interpretation. Rate for Services Vendor shall provide all translation services at the pricing described as follows: Language Cost per word Estimated cost per page(250 words) Spanish (United States) $0.20 $50.00 Punjabi $0.20 $50.00 Simplified Chinese $0.20 $50.00 Ukrainian $0.20 $50.00 Vietnamese $0.20 $50.00 Somali $0.20 $50.00 Dari $0.22 $55.00 Tagalog $0.21 $52.50 These prices shall be applicable for the entire term of this Agreement. The amount paid to Contractor for Services shall not exceed $300,000. Scope of Services Contractor's Services shall also include: • Provide written translation that accurately reflect cultural nuances of the source document, considering not only words, but original meaning and concepts as well. • Provide review, editing and proofreading of already-translated documents for accuracy. • Managing source and translated texts electronically and provide translated text to the City of Kent in universally acceptable formats, such as Microsoft Word, and PDF. • Provide documents as they're completed on a monthly basis. • Provide the initial translated documents (approximately 100 documents) by March 31, 2025 with the translation memory for each document. Examples of Vital Documents include, but are not limited to: • Waiver of rights • Shut off notices • Benefit applications • Infraction notices • Health and safety warnings • Summary explanations of department's direct services • Affidavits The City will coordinate an initial meeting to confirm the timeline of deliverables, invoice frequency, translation process and the types of files preferred. During the initial meeting, the City will be responsible for sharing relevant data regarding top and priority languages. Additionally, the City will use this initial meeting to share the City's communication guidelines, which the Contractor agrees to abide by. In addition to the initial meeting, the City will be requesting monthly meetings with Contractor to discuss progress and metrics. It is anticipated that the following topics will be regularly discussed: • Current status of performance metrics • Topics of interest or concern to the Respondent • Discussion and troubleshooting of challenges • Review of budget and spending under this Agreement CLFR Contract Agreement— Exhibit 3 COST CERTIFICATION I certify that: 1. 1 have authority and approval from the governing body on behalf of Dynamic Languages("Contractor") to accept payment 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 State 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 Contractor providing services and receiving funds pursuant to this certification shall retain documentation of invoicing for services and receipt of 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 Contractor 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. Printed Name Signature Title Date CLFR Contract Agreement— Exhibit 4 CIVIL RIGHTS CERTIFICATION FORM The funds provided to the contractor named below(hereinafter referred to as the "Contractor") are available under section 603 of the Social Security Act, as added by section 9901 of the American Rescue Plan Act. Contractor 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, Contractor provides the assurances stated herein.The federal financial assistance may include federal contracts, loans and contracts to provide assistance to Contractor,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 Contractor's program(s) and activity(ies), so long as any portion of Contractor's program(s) or activity(ies) is federally assisted in the manner prescribed above Contractor certifies the following: 1. Contractor 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. Contractor 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). Contractor 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, Contractor 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. Contractor 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 Contractor's programs,services, and activities. 3. Contractor agrees to consider the need for language services for LEP persons when Contractor 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. Contractor acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Contractor and its successors,transferees, and assignees for the period in which such assistance is provided. 5. Contractor shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Contractors 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. Contractor 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 Contractor, 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. Contractor 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. Contractor shall comply with information requests, on-site compliance reviews and reporting requirements. 8. Contractor 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. Contractor also must inform the Department of the Treasury if Contractor has received no complaints under Title VI. 9. Contractor 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 Contractor settles a case or matter alleging such discrimination, Contractor must provide documentation of the settlement. If Contractor 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 Contractor 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. Printed Name Signature Title Date CLFR Contract Agreement— Exhibit 5 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. Printed Name Signature Title Date CLFR Contract Agreement— Exhibit 6 LOBBYING DISCLOSURE FORM 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 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 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 Pt. 21, App. B 31 CFR Subtitle A (7-1-06 Edition) DISCLOSURE OF LOBBYING ACTIVITIES 0348-0 4 by OMB 34A-(glfi CONTINUATION SHEET Reporting Entity: Page of Authorized fm Local Reproduction StandLd Form-LLL-A 264 CLFR Contract Agreement — Exhibit 7 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); • 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, or is threatened with litigation by a subcontractor, or supplier because of such EEO COMPLIANCE DOCUMENTS - 2 of 5 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 includes discrimination because of Limited English proficiency (LEP). To ensure EEO COMPLIANCE DOCUMENTS - 3 of 5 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 seven 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 CLFR Contract Agreement — Exhibit 8 Insurance Requirements Insurance Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Professional Liability or Errors & Omissions insurance shall be written with limits no less than $1,000,000 per occurrence. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability and Automobile Liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2. Consultant's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Consultant's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant must notify the City of any cancellation, nonrenewal or termination within two (2) business days of their receipt of such notice. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. DATE(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE �� 10/17/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kim Bates C.H. Ins. Brokerage Serv. Co. PHONE FAx 100 S Salina St AIC No Ext: 315-234-7500 AIC No):315-234-7508 Ste 370 ADDRESS: kbates@chinsurance.cc Syracuse NY 13202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Travelers Indemnity of Connecticut 25682 INSURED DYNALAN-01 INSURER B:Travelers Property Casualty Insurance Company of A 25674 Dynamic Language Center, Ltd 15215 52nd Ave S#100 INSURERC: US Liability Insurance Co. 25895 Seattle WA 98188 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:738468533 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP /Y LIMITS LTR INSD WVD POLICY NUMBER MM/DDYYY IY MM/DDYYY A X COMMERCIAL GENERAL LIABILITY Y 68021`469631 11/4/2024 11/4/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR DAMAGE TO PREM IS RENTED (Ea occurrence $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGG $4,000,000 X OTHER: $ A AUTOMOBILE LIABILITY BA21`469839 11/4/2024 11/4/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR CUP21`470088 11/4/2024 11/4/2025 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$ $ A WORKERS COMPENSATION 68021`469631-Stop Gap Coverage 11/4/2024 11/4/2025 STATUTE X OERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Cyber/Professional Liab. SP 1554770J 1/7/2024 1/7/2025 5,000,000 Each Claim 5,000,000 Agg. DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Kent is included as additional insured on a primary non-contributory basis as per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Avenue South Kent WA 98032 AUTHORIZED REPRESENTATIVE USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 6802F469631 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended in a written contract for this insurance to to include as an insured any person or organiza- apply on a primary or contributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in a written contract, executed prior to loss, to name as additional insured, but a. on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- tional insured performed by you or for you. b. to "bodily injury," "property damage," "per- 2. With respect to the insurance afforded to Addi- sonal injury," or "advertising injury" arising tional Insureds the following conditions apply: out of the rendering of or the failure to render any professional services by or for you, in- a. Limits of Insurance — The following limits of cluding: liability apply: 1. The preparing, approving or failing to 1. The limits which you agreed to provide; prepare or approve maps, drawings, or opinions, reports, surveys, change or- 2. The limits shown on the declarations, ders, designs or specifications; and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. 6802F469631 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The "personal injury" or "advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However, if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph (1): ance is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy, including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1