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CDN 2019-11-13 COMPLETE AGENDA PACKET
City of Tukwila Community Development & Neighborhoods Committee O De'Sean Quinn, Chair O Dennis Robertson O Verna Seal AGENDA WEDNESDAY, NOVEMBER 13, 2U19 — 5:30 PM HAZELNUT CONFERENCE ROOM (At east entrance of City Hall) Distribution: D. Quinn Mayor Ekberg D. Robertson D. Cline V. Seal R. Bianchi K. Hougardy C. O'Flaherty Z. Idan A. Youn L. Humphrey Item Recommended Action Page 1. PRESENTATION(S) 2. BUSINESS AGENDA a. A resolution appointing a Hearing Examiner for land a. Forward to 11/18 Consent Pg.1 use, code enforcement, police forfeitures, and other Agenda. matters as specified in the Tukwila Municipal Code. Minnie Dhaliwal, Planning Supervisor b. A contract for the 2019 King County Minor Home b. Forward to 11/18 Consent Pg.11 Repair Program. Agenda. Stacy Hansen, Human Services Program Coordinator c. An ordinance renewing a six-month moratorium within c. Forward to 11/25 C.O.W. Pg.6S the Tukwila International Boulevard Study area in the and 12/2 Regular Mtg. City of Tukwila on the development of certain uses such as hotels, motels, extended stay facilities or auto -oriented uses. Lynn Miranda, Senior Planner d. Community Center video security replacement in the d. Forward to 11/18 Consent Pg.7S amount of $70,000. Agenda. Rick Still, Parks & Recreation Director e. A resolution authorizing use of a Small Cell Master e. Forward to 11/25 C.O.W. Pg.77 License Agreement template. and 12/2 Regular Mtg. Eric Compton, Technology Specialist f. Pilot Program for Public Service Recognition by the f. Discussion only. Pg.119 City Council. Laurel Humphrey, Council Analyst 3. ANNOUNCEMENTS 4. MISCELLANEOUS Next Scheduled Meeting: Tuesday, November 26, 2019 SThe City of Tukwila strives to accommodate individuals with disabilities. Please contact the City Clerk's Office at 206-433-1800 (TukwilaCityClerk@TukwilaWA.gov) for assistance. City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Development and Neighborhood Committee FROM: Jack Pace, Director Community Development BY: Minnie Dhaliwal, Deputy Director Community Development CC: Mayor Ekberg DATE: November 5, 2019 SUBJECT: Hearing Examiner for Tukwila ISSUE Appointment and approval of the Hearing Examiner for Tukwila. BACKGROUND The hearing examiner is a decision maker for land use matters such as variances, conditional use permits and preliminary plats. The hearing examiner also presides over other matters such as appeals of land use decisions, code enforcement matters, business license appeals, ethics complaints, commercial parking tax appeals and police forfeiture hearings. Tukwila has contracted with the City of Seattle for hearing examiner services since 2005. The City of Seattle has notified Tukwila that they are unable to continue providing these services under the interlocal agreement due to the City of Seattle's own workload. DISCUSSION The office of Hearing Examiner was established by Tukwila City Council in 1997. Per Tukwila Municipal Code Chapter 2.76, the Hearing Examiner shall be appointed by the Mayor and approved by the City Council. After receiving notification from the City of Seattle that they are unable to provide these services the Department of Community Development started searching for an alternate hearing examiner and selected Sound Law Center, LLC, as a potential consultant to provide hearing examiner services for Tukwila. Sound Law Center, LLC, has extensive experience in providing similar services to many other local cities. They currently serve over 30 jurisdictions in Western Washington, including: Burien, Des Moines, Issaquah, Kent, Shoreline. Additionally, they have multiple attorneys trained to perform land use hearings which can help avoid scheduling or conflict of interest issues. The fees charged by Sound Law Center LLC are similar to those charged by the Seattle's Hearing Examiner, and it is desirable to have one contract as opposed to multiple contracts with different hearing examiners. The contract with Sound Law Center, LLC is attached. The rules and procedures to follow when hearing matters shall be adopted administratively in coordination with review by the City Attorney and affected City departments. These rules shall supersede the City of Seattle Hearing Examiner's rules previously adopted by Tukwila City Council Resolution No. 1578. INFORMATIONAL MEMO Page 2 FINANCIAL IMPACT Hearing Examiner costs are either covered as permit application fees or treated as a pass through to the applicant. RECOMMENDATION The Council is being asked to adopt the resolution appointing Sound Law Center LLC as the City's Hearing Examiner and consider this item at the November 18, 2019, Regular Meeting consent agenda. ATTACHMENTS Contract with Sound Law Center LLC Resolution 2 19-126 City of Tukwila Contract Number: Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 - EIV D CONSULTANT AGREEMENT FOR AUG 13 2019 HEARING EXAMINER SERVICES Cc'inlii' a fit,, Development THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Sound Law Center, LLC hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform on -call Hearing Examiner services. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending July 1, 2022, unless sooner terminated under the provisions hereinafter specified. At the expiration of the initial term of this Agreement, this Agreement shall be automatically extended for an additional six (6) month term, unless this Agreement is terminated by either party. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. The City shall pay Consultant as set forth in Exhibit A for the services described in this Agreement. B. Consultant shall submit a payment invoice to the City after such services have been performed, and the City shall make payment within thirty (30) days after the submittal of the approved invoice. Each invoice shall describe the tasks performed and a total of the hours involved in providing services. C. If the City objects to all or any portion of any invoice, it shall so notify Consultant of the same within Five (5) days from the date of receipt and shall pay that portion of the invoice not in dispute. The parties shall immediately make every effort to settle the disputed portion of the invoice D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials, including electronic stored information, (collectively, "Documents") produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. Within thirty (30) days of rendering a decision in any matter, Consultant shall remit all Documents to the City. The Consultant shall be permitted to retain copies, including reproducible copies, of Documents for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said Documents by the City on any project other than the project specified in this Agreement. 6. Compliance with laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4,24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Insurance. The 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, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liabili y insurance witrn limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit, Professional Liability insurance shall be appropriate to the Consultant's profession. B. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain or be endorsed to contain that they Page 2 11 shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. 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. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. E. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. F_ Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. Page 3 5 14. Termination.The City shall have the option to terminate this Agreement at any time, with or without cause. Termination shall be effective after thirty (30) days upon delivery of written notice to the Consultant. The Consultant shall have the option to terminate this Agreement after sixty (60) days upon delivery of written notice to the City, unless the City determines the Consultant can be released from the contract prior to sixty days. In the event of termination, the City shall only be responsible to pay for all services satisfactorily performed by Consultant to the effective date of termination. The Director of Community Development shall make the final determination about what services have been satisfactorily performed which decision shall be final, binding and conclusive. 15. Applicable Law; Venue; Attorneys Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed below. Any written notice hereunder shall become effective as of the 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. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Sound Law Center, LLC Andrew Reeves, Managing Attorney 4500 9th Ave, NE Suite 300 Seattle, WA 98105 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 19. Non -Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more Page 4 9 instances shall not be construed to be. a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. DATED this CITY OF TUKWILA Allan Ekberg, Mayor Attest/Authenticated: s� day of 20 City erk, Christy O'Flaherty - CONSULTANT By Printed Name: 9 �v�5 Title: Approved as to Form: Office of the City Attorney WKV) Tscnij *gZjgl Page 5 7 EXHIBIT A SERVICES AGREEMENT This conforms to the agreement between the City of Tukwila and Sound Law Center, LLC, for Hearing Examiner services. A. The services provided by Sound Law Center, LLC will consist of the following: The Hearing Examiner shall provide those services and fulfill those duties as identified in the City's ordinances relating to the Hearing Examiner, and carry out such other responsibilities as may be agreed to between the City and the Hearing Examiner. Those services, duties and responsibilities include preparing Rules of Procedure; preparing for land use hearings by reviewing files and applicable laws; conducting site views of properties that are the topic of a land use hearing; conducting hearing on appeals; and preparing a written decision including findings and conclusions on all applications and appeals heard. The Hearing Examiner shall also be available to present to the City Council and staff training sessions on land use law and procedures as well as to provide updates on the law affecting land use hearings if requested. Andrew Reeves will serve as the primary Hearing Examiner, with Ted Hunter and Lee Raaen also available to serve if needed, as well as other members of SLC approved by the City. B. The work of the Hearing Examiner will be scheduled by the staff of the City's Department of Community and Economic Development. C. The City agrees to pay Sound Law Center, LLC for services performed in accordance with the following hourly billing rates; Hearing Examiner Services -$175 per hour The hourly rate is the sole and total compensation to be paid to the Consultant for those services described in Section A of the Services Agreement (Exhibit A). Sound Law Center does not assess additional charge for mileage, travel time, copies, or other direct costs or other expenses incurred by SLC when providing services. Page 6 DRAFT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, REPEALING RESOLUTION NO. 1578; APPOINTING SOUND LAW CENTER, LLC, AS THE CITY'S HEARING EXAMINER PURSUANT TO TUKWILA MUNICIPAL CODE CHAPTER 2.76 TO PRESIDE OVER HEARINGS RELATED TO LAND USE, CODE ENFORCEMENT, POLICE FORFEITURES, AND OTHER MATTERS AS SPECIFIED IN THE TUKWILA MUNICIPAL CODE. WHEREAS, on May 5, 1997, the City Council passed Ordinance No. 1796, establishing the office of Hearing Examiner; and WHEREAS, the City of Tukwila uses the Hearing Examiner for presiding over matters such as land use hearings under Tukwila Municipal Code (TMC) Titles 17, 18, 19 and 21; code enforcement appeals under TMC Chapter 8.45; police forfeiture hearings under TMC Title 8; ethics complaints under TMC Chapter 2.95; commercial parking tax appeals under TMC Chapter 3.48; and business license appeals under TMC Chapter 5.04; and WHEREAS, the City of Tukwila contracts for the services of Hearing Examiner; and WHEREAS, the City of Tukwila has contracted with the City of Seattle's Hearing Examiner since 2005, and the City of Seattle has notified Tukwila they are unable to continue providing these services due to the City of Seattle's own workload; and WHEREAS, pursuant to TMC Section 2.76.010, "...Hearing Examiner shall mean any person appointed by the Mayor, and approved by the City Council, for the purpose of presiding over appeals and other matters..."; and WHEREAS, pursuant to TMC Section 2.76.020, "The Hearing Examiner shall have the powers and duties assigned to that office by ordinance", and WHEREAS, the Department of Community Development selected Sound Law Center, LLC, as a potential consultant to provide hearing examiner services, as the firm has extensive experience in providing similar services to many other local cities, has multiple staff members to assist, the fees charged are similar to what Tukwila paid Seattle's Hearing Examiner, and it is desirable to have one contract as opposed to multiple contracts with different hearing examiners; and W:\Legislative Development\Hearing Examiner —Sound Law Center 10-31-19 MD:bjs Review and analysis by Barbara Saxton Page 1 of 2 9 WHEREAS, Sound Law Center, LLC, has entered into a contract with the City of Tukwila to provide services as a Hearing Examiner for the City of Tukwila; and WHEREAS, the City Council wishes to designate Sound Law Center, LLC, as Hearing Examiner for the City of Tukwila; and WHEREAS, to allow for efficient and effective operations, the City Council desires to authorize Sound Law Center, LLC, to administratively adopt rules of procedure to follow when hearing matters on behalf of Tukwila in coordination with review by the City Attorney and affected City departments; and such rules of procedure shall supersede the City of Seattle Hearing Examiner's rules previously adopted by Tukwila City Council Resolution No. 1578; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. Resolution 1578 Repealed. The City Council hereby repeals Resolution No. 1578 in its entirety. Section 2. Appointment of Hearing Examiner. The City Council of the City of Tukwila, Washington, hereby appoints Sound Law Center, LLC, as the office of the City's Hearing Examiner to preside over land use, code enforcement, police forfeitures, and other matters as specified in the Tukwila Municipal Code. The Hearing Examiner is authorized to administratively adopt rules of procedure in coordination with review by City departments. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of , 2019. ATTEST/AUTH ENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Rachel B. Turpin, City Attorney Kathy Hougardy, Council President Filed with the City Clerk:_ Passed by the City Council: Resolution Number: W:\Legislative Development\Hearing Examiner —Sound Law Center 10-31-19 MD:bjs Review and analysis by Barbara Saxton 10 Page 2 of 2 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Development and Neighborhoods FROM: Stacy Hansen, Human Services Program Coordinator CC: Mayor Ekberg DATE: October 31, 2019 SUBJECT: 2019 King County Minor Home Repair Contract ISSUE Council's authorization is necessary for the City to enter into a contract with King County to utilize Community Development Block Grant (CDBG) funds for the Minor Home Repair Program. This contract for $110,000 (minus $3000 for the King County admin fee) will be dispersed between Tukwila (lead contract administrator), Covington, Des Moines and SeaTac. Each City will receive $26,750 to provide health and safety repairs in low- to moderate -income, owner -occupied homes. BACKGROUND Since 2005, Tukwila has been the lead administrator for the Minor Home Repair Program. The attached contract represents 2019 awarded funds in the amount of $110,000. The contract will begin early January and will conclude mid -November of 2020 (CDBG funds lag one year). In 2019 (with 2018 funds), this program served 43 unduplicated residents and provided 500+ hours of repairs for all four partner cities. 12 unduplicated Tukwila households were served in 2019 representing 108 hours of repairs for a total of 20 individual repairs. DISCUSSION This contract award is the result of an extensive application process that competes with other applicants (cities, non -profits) for funds dedicated to the south sub -region. The Tukwila Human Services Program Coordinator applies for and administers the Minor Home Repair Program and provides on -going technical assistance to the partner cities to ensure contract compliance. RECOMMENDATION Staff is asking Council to forward this item to the November 18, 2019 Regular Council meeting for the consent agenda. ATTACHMENTS 2019 Contract with King County for Community Development Block Grant funds 11 12 Contractor Project Title Contract Amount $ Contract Start Date Department of Community and Human Services Housing and Community Development Section King County TTY Relay: 711 City of Tukwila Tukwila Minor Home Repair Program 110.000 12/01 /2019 Termination Date (where applicable) DUNS No. (if applicable) Federal Taxpayer ID No 010207504 916001519 Contract End Date 11/30/2020 11 /30/2020 SAM No. (if applicable) 47Z60 KING COUNTY HOUSING AND COMMUNITY DEVELOPMENT CONTRACT— 2019 THIS CONTRACT No.6120139 - is entered into by KING COUNTY, a political subdivision of the State of Washington (the "County"), and , (the "Contractor"), whose address is . This Contractor is a Public Housing Authority. Use of the term "Contractor" in this Contract is for ease of reference only and in no respect signifies that the party is a "Contractor" as described in 24 CFR §92.504(c)(4). WHEREAS, the County is an Urban County recipient of Community Development Block Grant Program (CDBG) funds under the Housing and Community Development Act of 1974, Public Law 93- 383 as amended (HCD Act); HOME Investment Partnerships Program (HOME) funds under the National Affordable Housing Act of 1990 Public Law 101-625 as amended (the "NAHA"). The County allocates Regional Affordable Housing Program (RAHP) funds, Homeless Housing and Services Funds (HHSF), , Veterans, Seniors and Human Service Levy (VSHSL) funds and Mental Illness and Drug Dependency (MIDD) funds to low-income housing development capital, infrastructure investment, energy efficiency and science, assistance to the unemployed and/or service projects and Current Expense (CX) funds to housing and community development projects in accordance with adopted County ordinances. The County uses CDBG, HOME, HHSF, RAHP, VSHSL funds and/or CX funds for the purpose of carrying out eligible community development and housing activities under the HCD Act, the NAHA, regulations promulgated by the U.S. Department of Housing and Urban Development (HUD) at 24 Code of Federal Regulations (CFR) Part 570, 24 CFR Part 92, 24 CFR Part 576, and adopted County Ordinances. (All 24 CFR references can be found at https://www.archives.gov/federal-register/cfr./subject-title-24.htmi. All King County code references can be found at http://www.kingcounty.gov/council/legislation/kc_code.aspx); WHEREAS, an Urban County CDBG Consortium has been established by CDBG Interlocal Cooperation Agreements (CDBG ICAs) or joint agreements between the County and certain municipal corporations (Consortium Cities) within the County covering program years 2017-2019. The CDBG ICAs specify allocation of CDBG funds by the County to those participating jurisdictions for use in accordance with the County Consolidated Housing and Community Development Plan (HCD Plan). The HCD Plan has been adopted by the King County Council, accepted by participating jurisdictions and approved by HUD; WHEREAS, a HOME Consortium has been established by HOME ICAs between the County and certain HOME Consortium Cities covering 2017-2019, the terms of which specify allocation of HOME funds by the County for use in accordance with the HCD Plan which has been adopted by the King County Council, accepted by participating jurisdictions, and approved by HUD; This form is available in alternate formats upon request for persons with disabilities. City of Tukwila Page 1 of 41 2019 Contract - 6120139 13 WHEREAS, the County desires to award certain funds to the Contractor for use as described in this Contract and as authorized by County ordinance, for the purpose of implementing eligible activities as applicable under the HCD Act, NAHA, HUD regulations, State laws, and/or adopted County ordinances; WHEREAS, it is appropriate and mutually desirable that the Contractor be designated by the County to undertake such eligible activities, so long as the requirements of the HCD Act, NAHA, HUD Regulations, State law, and County ordinances are adhered to as provided for herein; WHEREAS, the purpose of this Contract is to provide for cooperation between the County and the Contractor, as the parties in this Contract, in implementing such eligible activities under the laws and regulations that pertain to the funds awarded in this Contract; WHEREAS, the parties are authorized and empowered to enter into this Contract by one or more of the following: County ordinance, HCD Act, NAHA, Revised Code of Washington (RCW) Chapter 39.34, RCW Chapter 35.21.730 et seq., the Constitution and the enabling laws of the State of Washington; NOW, THEREFORE, for and in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties mutually covenant and agree to abide by the provisions of this Contract. City of Tukwila Page 2 of 41 2019 Contract — 6120139 14 INDEX TO CONTRACT I. Scope of Contract and Incorporation of Exhibits II. Duration of Contract III. Term of Compliance for Capital Projects IV. Future Support V. Compensation and Method of Payment VI. Budget VII. Equipment Purchase, Maintenance and Ownership Vill. Contract Amendments IX. Internal Control, Accounting Systems and Audits X. Maintenance of Records XI. Evaluations and Inspections XII. Proprietary Rights XII I. Corrective Action XIV. Assignment XV. Termination XVI. Entire Contract/Waiver of Default XVII. Hold Harmless and Indemnification XVIII. Insurance Requirements - General XIX. Nondiscrimination and Equal Employment Opportunity XX. Subcontracts and Purchases XXI. Nondiscrimination in subcontracting Practices XXII. Conflict of Interest XXIII. Board of Directors XXIV. Confidentiality XXV. Personal Information — Notice of Security Breach XXVI. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPPA) XXVII. Notices XXVIII. King County Recycled Product Procurement Policy XXIX. Services Provided in Accordance with Law and Rule and Regulation XXX. Political Activity Prohibited XXXI. Miscellaneous Provisions XXXII. Affirmative Marketing XXXIII. Accessibility for Capital Projects XXXIV. Labor Standards XXXV. Employment Opportunities on Assisted Construction Projects XXXVI. No Benefit to Owners and Developers of Assisted Housing XXXVII. Supplanting XXXVIII. Drug Free Workplace Certification and Other Federal Requirements XXXIX. Constitutional Prohibition XL. Promissory Note, Deed of Trust and Covenant XLI. Anti -Displacement and Relocation Assistance XLII. Property Management for Capital Projects XLIII. Taxes and Licenses XLIV. Procedure in the Event of Casualty/Condemnation for Capital Projects City of Tukwila Page 3 of 41 2019 Contract — 6120139 15 EXHIBITS ATTACHED HERETO Exhibit Name Amount Fund Source I. Certificates of Insurance/Endorsements II. Tukwila Consortium Minor Home Repair Program $110,000 CDBG SCOPE OF CONTRACT AND INCORPORATION OF EXHIBITS A. Scope The Contract between the parties shall consist of the signature page, each Program/Project Exhibit incorporated into the Contract, all matters and laws incorporated by reference herein, and any written amendments made in accordance with the provisions contained herein. The exhibits attached to this Contract as Exhibits through II are hereby incorporated by this reference. This Contract supersedes any and all former agreements regarding projects described in the attached Project/Program Exhibit(s). If there is a conflict between any of the language contained in this Contract and any of the language contained in any Project/Program Exhibit in this Contract, the language in this Contract shall control, unless the parties affirmatively agree to the contrary in a writing that has been reviewed and approved by the King County Prosecuting Attorney's Office. This Contract shall govern both: 1. Service Projects (human service, planning, program administration and micro - enterprise or supportive services for the homeless); and 2. Capital Projects (acquisition, improvement, and rehabilitation of real property and construction or reconstruction of public infrastructure). The two types of activities may be included in one Contract as separate Project/Program Exhibit(s) of Services. B. Mandatory Certifications The Contractor certifies that it shall comply with the provisions of Sections XIX. Nondiscrimination and Equal Employment Opportunity, XXII. Conflict of Interest and XXX. Political Activity Prohibited of this Contract. If the Contractor is a municipal corporation (other than King County), or Contractor of the State of Washington, King County Code (KCC) chapters 12.16, 12.17 and 12.18 do not apply to the Contractor, but may apply to any subcontractor of the Contractor. C. Contact Person King County and the Contractor shall each designate a contact person for each Project/Program Exhibit incorporated in this Contract. All correspondence, reports and invoices shall be directed to the designated contact person. This provision does not, however, supplant or override Section XXVII. Notices. D. Federal Funds The term "federal funds" as used herein means CDBG funds and/or HOME funds. The specific types of funds provided under this Contract are specified in the attached Project/Program Exhibit(s). City of Tukwila Page 4 of 41 2019 Contract — 6120139 16 E. Environmental Review This section applies to all projects using federal funds that are not exempt under 24 CFR Part 58. Notwithstanding any provision of this contract, the parties hereto agree and acknowledge that this contract does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt of a release of funds from HUD under 24 CFR Part 58. The parties further agree that the provision of any funds to the project is conditioned upon King County's determination to proceed with, modify or cancel the project based on the results of a subsequent environmental review. The Contractor shall not spend any funds on physical or choice -limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Violation of this provision shall result in the denial of any funds under this Contract. Capital Projects using federal funds shall also comply with subsections F, G, H and I. F. Environmental Policy Act The County retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act as implemented by HUD Environmental Review Procedures (24 CFR Part 58) and the Federal laws and authorities identified therein. The Contractor shall be solely responsible for the cost of compliance with all such Federal laws and authorities including the cost of preparing plans, studies, reports and the publication of notices that may be required. The Contractor and its subcontractors shall not take any actions inconsistent with 24 CFR Part 58. G. National Flood Insurance The use of CDBG and HOME funds for acquisition or construction purposes in identified special flood hazard areas shall be subject to Contractor mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub L. 93-237). H. Lead Based Paint The Contractor shall comply with the Lead -Based Paint Poisoning Prevention Act (42 United States Code (USC) 4821-4846), the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 USC 4851-4856), and implementing regulations at 24 CFR Part 35, subparts A, B, J, K, and R. Generally, these laws prohibit the use of lead - based paint (whenever funds under this Contract are used directly or indirectly for construction, rehabilitation or modernization of residential structures); require elimination of immediate lead -based paint hazards in residential structures; and require notification of the hazards of lead -based paint poisoning to purchasers and tenants of residential structures constructed prior to 1978. Environmental Justice The Contractor shall comply with Presidential Executive Order 12898 requiring identification and mitigation, as appropriate, of disproportionately high and adverse human health or environmental impacts of programs, policies and activities on minority and/or low-income populations. City of Tukwila Page 5 of 41 2019 Contract — 6120139 17 Subrecipient Monitoring First -tier subrecipients shall register in the Central Contractor Registration (CCR), including obtaining a Dun and Bradstreet Data Universal Numbering System (DUNS) number and maintain the currency of that information. A pass through entity shall be responsible for determining that subrecipients have current CCR registrations prior to making subawards and performing periodic checks to ensure that the subrecipients are updating information as necessary. 2. Recipients shall require each subrecipient to; a. Document at the time of the subaward and disbursement of funds, the Federal award number, Catalog of Federal Domestic Assistance (CFDA) number; and b. Provide similar identification in their Schedule of Expenditures of Federal Awards (SEFA) and Form SF -SAC. Additional information, including presentation requirements for the SEFA and SF -SAC, is provided in Appendix VI of the 2009 Supplement (2 CFR Section 176.210). II. DURATION OF CONTRACT The terms of this Contract shall be in effect from the Start Date (as defined in the Project/Program Exhibit(s)) or the date of execution of this Contract, whichever is earlier, and shall terminate on the Termination Date specified in each Project/Program Exhibit, unless extended to a later date or terminated earlier, pursuant to the terms and conditions of the Contract. III. TERM OF COMPLIANCE FOR CAPITAL PROJECTS The Contractor shall own and operate the project during the Compliance Period as defined in the Program/Project Exhibit. IV. FUTURE SUPPORT The County makes no commitment to support the services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. V. COMPENSATION AND METHOD OF PAYMENT The County shall reimburse the Contractor only for the approved activities specified in each Project/Program Exhibit and the reimbursement amount shall not exceed the amount specified in each Project/Program Exhibit. Reimbursements will be payable in the following manner. A. Start Date and End Date Start Dates and End Dates for individual projects shall be specified in each Project/Program Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Submission of Invoices, Supporting Documentation and Reports The Contractor shall submit an invoice, supporting documentation for costs claimed in the invoice and all reports as specified in each Project/Program Exhibit or the County may not process the invoice. Supporting documentation for costs claimed in the invoice City of Tukwila Page 6 of 41 2019 Contract — 6120139 18 includes, but is not limited to, purchase orders and bills. The County shall initiate authorization for payment to the Contractor not more than 30 days following the County's approval of a complete and correct invoice, supporting documentation and reports. C. Final Invoice for Service Projects The Contractor shall submit its final invoice for each Project/Program Exhibit providing funding for Service Projects within seven business days after the End Date. The Contractor shall submit all outstanding reports for each Project/Program Exhibit providing funding for Service Projects within 30 business days after the End Date. If the Contractor's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection, the County shall be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice; provided, however, the County may elect to pay any invoice that is not submitted in a timely manner. D. Final Invoice for Capital Projects Unless provided otherwise in the Project/Program Exhibit(s), the Contractor shall submit its final invoice, supporting documentation, and all outstanding reports for each Project/Program Exhibit providing funding for Capital Projects before the End Date specified in the Project/Program Exhibit(s). If the Contractor's final invoices, supporting documentation, and reports are not submitted by the date specified in this subsection, the County shall be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice; provided, however, the County may elect to pay any invoice that is not submitted in a timely manner. E. Unspent County Funds 1. After the End Date specified in each Project/Program Exhibit, for individual projects covered by this Contract, the County shall recapture any unexpended funds encumbered under this Contract. 2. During the term of the Contract, the County may, upon agreement with the Contractor, recapture any unexpended funds for reallocation to other Project/Program activities. Projects using federal funds shall also comply with the following subsections F, G, H and I. F. Municipal Corporations or State Public Agencies If the Contractor is a municipal corporation or an agency of the State of Washington, costs for which the Contractor requests reimbursement shall comply with the policies, guidelines, and requirements of 2 CFR Part 225, "Cost Principles For State, Local and Indian Tribal Governments" and the sections of 24 CFR Part 85 "Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments" identified at OMB Circular A -102 and 24 CFR § 570.502(a) Applicability of Uniform Administrative Requirements, unless otherwise provided in the Project/Program Exhibit(s). City of Tukwila Page 7 of 41 2019 Contract — 6120139 19 G. Not -for -profit Corporations If the Contractor is a not -for -profit corporation, costs for which the Contractor requests reimbursement shall comply with, unless otherwise provided in the Project/Program Exhibit(s), the policies, guidelines and requirements of 2 CFR Part 230, "Cost Principles for Non -Profit Organizations," and the sections of 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations, identified at 2 CFR Part 215 and 24 CFR § 570.502 (b), Applicability of Uniform Administrative Requirements. H. Excess Federal Funds CDBG and/or HOME funds on hand shall not exceed $5,000 if retained beyond three days unless written approval is received from the County. Any reimbursement in excess of the amount required shall be promptly returned to the County. Program Income The Contractor shall report all CDBG and HOME Program Income, as defined in 24 CFR §§ 92.2, 92.503 and 570.504(c) and in the ICAs, generated under this Contract for the purposes specified herein or generated through the project(s) funded under this Contract. Program Income is to be reported to the County. Program income shall be returned to the County unless the County specifies that it may be retained by the Contractor. If the County authorizes the Contractor to retain the Program Income to continue or benefit a project(s), the Contractor shall comply with all provisions of this Contract in expending the funds. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to Section II. Duration of Contract or Section XV. Termination. VI. BUDGET The Contractor shall apply the funds received from the County under this Contract in accordance with each Project/Program Exhibit including a line item budget, if applicable, set forth in each Project/Program Exhibit. The Contractor shall request in writing prior approval from the County to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request. All budget revision requests in excess of ten percent of a line item amount shall be reviewed and approved or denied by the County in writing. VII. EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP A. Equipment Purchase The Contractor agrees that equipment purchased with Contract funds at a cost of 5 000 per item or more and identified in an exhibit as reimbursable, is upon its purchase or receipt, the property of the Contractor, County, and/or federal, and/or state government, as specified in the exhibit. B. Maintenance of Equipment The Contractor shall be responsible for all such equipment, including the proper care and maintenance. City of Tukwila Page 8 of 41 2019 Contract — 6120139 20 C. Equipment Returned The Contractor shall ensure that all such equipment shall be returned to the appropriate government agency, whether federal, state or county, upon written request of the County. D. Right of Access The Contractor shall admit the County's Property Management Officer to the Contractor's premises for the purpose of marking such property with appropriate government property tags. E. Maintenance of Records The Contractor shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment purchased with Contract identified funds. F. Disposition of Equipment Projects using federal funds shall also comply with the following requirement. If the Contractor ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Contractor wishes to dispose of such equipment, the disposition shall be determined under the provisions of 24 CFR § 570.502(b)(3)(vi), if the Contractor is a nonprofit corporation and 24 CFR § 570.502(a) and 24 CFR § 85.32(e) if the Contractor is a municipal corporation or an agency of the state of Washington. The Contractor agrees that it will contact the County for instructions prior to disposing of, surplusing of, encumbering or transferring ownership, of any equipment purchased in whole or in part with federal funds. Vill. CONTRACT AMENDMENTS Either party may request changes or an extension to this Contract. Proposed amendments, which are mutually agreed upon, shall be incorporated by written amendments to this Contract. Budget revisions approved by the County pursuant to Section VI. Budget are not required to be incorporated by written amendment. IX. INTERNAL CONTROL, ACCOUNTING SYSTEM AND AUDITS Internal Control and Accounting The Contractor shall establish and maintain a system of accounting and internal controls that comply with applicable, generally accepted accounting principles and financial and governmental reporting standards as prescribed by the appropriate accounting standards board. Audits A. If the Contractor is a non-profit organization as defined in 2 CFR Part 200, and expends a total of $750,000 or more in federal financial assistance and has received federal financial assistance from the County during its fiscal year, then the Contractor shall meet the audit requirements as described in 2 CFR Part 200 Subpart F. B. A Contractor, for -profit or non-profit that is not subject to the requirements in SECTION IX. A. and receives in excess of 10$ 0,000 in funds during its fiscal year from the County, shall provide fiscal year audited financial statements prepared by an independent Certified Public Accountant or Accounting Firm within nine months City of Tukwila Page 9 of 41 2019 Contract — 6120139 21 subsequent to the close of the Contractor's fiscal year (if applicable, see SECTION IX. E.). C. Non-profit contractors who receive less than $100,000 from the County during their fiscal year shall provide 1) form 990 within 30 days of its being filed; and 2) a full set of annual financial statements. D. For -profit contractors who receive less than $100,000 from the County during their fiscal year shall provide 1) income tax return within 30 days of its being filed; and 2) a full set of annual financial statements. E. A Contractor that is not subject to the requirements in SECTION IX. A. may, in extraordinary circumstances, request a waiver of audit requirements and, with the review and upon approval of the County, substitute for the above requirements other forms of financial reporting or fiscal representation certified by the Contractor's Board of Directors, provided the Contractor meets the following criteria: 1. That financial reporting and any associated management letter show no reportable conditions or internal control issues; and 2. There has been no turnover in key staff since the beginning of the period for which the financial reporting was completed. A. Municipal Corporations If the Contractor is a municipal corporation in the state of Washington, it shall submit to the County a copy of its annual report of examination/audit, conducted by the Washington State Auditor, within 30 days of receipt, which submittal shall constitute compliance with Section IX. Internal Control, Accounting Systems and Audits. B. Catalog of Federal Domestic Assistance The Catalog of Federal Domestic Assistance (CFDA) number for the CDBG Program is 14.218. The CFDA number for the HOME program is 14.239. Additional federal and/or state audit or review requirements may be imposed on the County, and if the Contractor has CDBG, or HOME funds in the Contract, it shall be required to comply with these requirements. X. MAINTENANCE OF RECORDS A. Scope of Records The Contractor shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records specified in each Project/Program Exhibit or otherwise deemed necessary by the County to ensure proper accounting for all Contract funds and compliance with this Contract. B. Time for Retention of Records Records required to be maintained in subsection A. above shall be maintained for a period of six years after the termination date, unless a different period for records retention is specified in the Project/Program Exhibit. C. Location of Records/Notice to County The Contractor shall inform the County in writing of the location, if different from the Contractor address listed on page one of this Contract, of the aforesaid books, records, documents and other evidence within ten working days of any such relocation. City of Tukwila Page 10 of 41 2019 Contract — 6120139 22 Projects using federal funds shall also comply with subsections D, E, F, G, H, I, J, K, L, and M. D. Federal Exceptions to Retention Requirements Exceptions to the six year retention period are as follows: (1) Records that are the subject of audit findings, litigation, or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition, replacement or transfer at the direction of the County. E. Financial Management Records Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the provisions of 2 CFR Part 200. These records shall contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays and income. F. Tenant Notification and Relocation Records If the Contractor is acquiring property with existing tenants, Contractor record keeping for tenant notification and relocation must comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (The "Uniform Relocation Act"), and regulations at 49 CFR Part 24. Indication of the overall status of the relocation workload and a separate relocation record for each person, business, organization and farm operation displaced or in the relocation workload must be kept. G. Acquisition Records If the Contractor is using funds under this Contract for property acquisition, the Contractor must maintain a separate acquisition file for each acquisition process documenting compliance with Uniform Relocation Act regulations at 49 CFR Part 24, including a notice of voluntary sale. H. Beneficiary Records The Contractor agrees to maintain racial, ethnic, disability status, single head of household, household income, and gender data showing the extent to which these categories of persons have participated in, or benefited from, the activities carried out under this Contract if required in a Project/Program Exhibit. Labor Standards If the Contractor is using funds under this Contract for construction work, the Contractor shall maintain records documenting compliance by all construction contractors with the labor standards as required under 24 CFR § 570.603 for CDBG funds and 24 CFR § 92.354 for HOME funds. Other Construction Records The Contractor and all of its subcontractors shall maintain records and information necessary to document the level of utilization of state certified small, minority, and women -owned businesses, and other businesses as subcontractors and suppliers under this Contract. The Contractor shall also maintain all written quotes, bids, estimates or proposals submitted by the contractor and any and all businesses seeking City of Tukwila Page 11 of 41 2019 Contract — 6120139 23 to participate in this Contract. The Contractor shall make such documents available to the County for inspection and copying upon request. K. Employment Records If the Contractor is a municipal corporation or an Agency of the State of Washington, it agrees to maintain the following data for each of the Contractor's operating units funded in whole or in part with CDBG funds provided under this Contract: 1. Employment data with such data maintained in the categories prescribed on the Equal Employment Opportunity Commission's EEO-4 form; and 2. Documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap. L. Records Regarding Remedy of Past Discrimination The Contractor shall maintain documentation of the affirmative action measures the Contractor has taken to overcome prior discrimination if a court or HUD has found that the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 CFR Part 121. M. Record -Keeping Requirements and Site Visits The Contractor shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data and records related to the Contract for the purpose of monitoring, audit and investigation to determine compliance with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the Contract documents; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on 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 County may visit, at any time, the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the County during such visits. In all other respects, the Contractor shall make the foregoing records available to the County for inspection and copying upon request. If this Contract involves federal funds, the Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. XI. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection of Records The Contractor shall provide right of access to its facilities, including those of any subcontractor, to the County, the state, and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the activities funded under this City of Tukwila Page 12 of 41 2019 Contract — 6120139 24 Contract. The County shall give advance notice to the Contractor in the case of fiscal audits to be conducted by the County. B. Time for Inspection and Retention The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the County and/or federal/state officials so authorized by law during the performance of this Contract and six years after the termination date, unless a different period is specified in the Project/Program Exhibit or a longer retention period is required by law. C. Agreement to Cooperate The Contractor agrees to cooperate with the County or its agent in the evaluation of the Contractor's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.56. Xil. PROPRIETARY RIGHTS A. The parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the Contractor. The Contractor agrees to and does hereby grant to the County, irrevocable, nonexclusive, and royalty -free license to reproduce, publish or otherwise use, and to authorize others to use, according to law, any work material or article and use any method that may be developed as part of the work under this Contract. B. The foregoing products license shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor, which are modified for use in the performance of this Contract. C. The foregoing provisions of this section shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor that are not modified for use in the performance of this Contract. XIII. CORRECTIVE ACTION A. Default by Contractor If the County determines that a breach of contract has occurred because the Contractor failed to comply with any material terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to in any Project/Program Exhibit attached hereto, and if the County deems said breach to warrant corrective action, the following sequential procedure shall apply. 1. The County shall notify the Contractor in writing of the nature of the breach. 2. The Contractor shall submit a plan describing the specific steps being taken to correct the specified deficiencies (the "corrective action plan"). The corrective action plan shall be submitted to the County within ten business days from the Contractor's receipt of the County's notice under this section. The corrective action plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than 30 days from the date the County receives the Contractor's corrective action plan, unless the County, in City of Tukwila Page 13 of 41 2019 Contract — 6120139 25 its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions. 3. The County shall notify the Contractor, in writing of the County's determination as to the sufficiency of the Plan. The County shall have sole discretion in determining the sufficiency of the Contractor's corrective action plan. B. Termination of Contract In the event that 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 County to be insufficient, the County may commence termination of this Contract in whole or in part pursuant to Subsection XV. Termination Subsection B. C. County Withholding of Payment In addition, the County may withhold any payment owed the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed. D. No Waiver of Other Remedies Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section XV. Termination or other remedies authorized by law. XIV. ASSIGNMENT The Contractor shall not assign, transfer or subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the prior written consent of the County. Additional terms for County consent to such assignment, transfer or subcontract may be described in a Project/Program Exhibit and, where expressly specified in the Project/Program Exhibit, shall supersede the requirements and limitations of this Section XIV. Said consent must be sought in writing by the Contractor not less than 15 business days prior to the date of any proposed assignment, transfer or subcontract. The Contractor shall deliver to the County with its request for consent, such information regarding the proposed assignee, transferee or subcontractee, including its proposed mission, legal status, and financial and management capabilities as is reasonably available to the Contractor. Within 15 days after such request for consent, King County may reasonably request additional available information on the proposed assignee, subcontractee or transferee. If the County shall give its consent, this section shall nevertheless continue in full force and effect. Any assignment, transfer or subcontract without prior County consent shall be void. XV. TERMINATION A. Termination for Convenience 1. This Contract may be terminated by the County without cause, in whole or in part, prior to the termination date specified in the Project/Program Exhibit, by providing the Contractor 30 days advance written notice of the termination. 2. In addition to the foregoing, if expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth in the Project/Program Exhibit, the County may, upon written notification to the Contractor, terminate this Contract in whole or in part. City of Tukwila Page 14 of 41 2019 Contract — 6120139 26 3. If the Contract is terminated as provided above: a. The County shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination; and b. The Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination. B. Termination for Cause 1. The County may terminate this Contract, in whole or in part, upon seven days advance written notice to the Contractor in the event: a. The Contractor materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a corrective action plan acceptable to the County; or b. The duties, obligations, or services required herein become impossible, illegal or not feasible. 2. If the County terminates the Contract pursuant to this Section XV. Termination, Subsection B. the Contractor shall be liable for damages, including any additional costs of procurement of similar services from another source. 3. If the termination results from acts or omissions of the Contractor, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Contractor shall return to the County immediately any funds, misappropriated or unexpended, which have been paid to the Contractor by the County. 4. If County or other expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth above in Section II. Duration of Contract, the County may, upon written notification to the Contractor, terminate this Contract in whole or in part. 5. If the Contract is terminated as provided in this Subsection: a. The County shall be liable only for payment in accordance with the terms of this Contract for services rendered and authorized purchase made prior to the effective date of termination; and b. The Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination. 6. Funding or obligation under this Contract is conditional upon appropriation by the County Council of sufficient funds to support the activities described in the Contract. Should such appropriation not be approved, this Contract shall terminate at the close of the current appropriation. C. Waiver Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations, terms and conditions set forth in this Contract are breached by the other party. City of Tukwila Page 15 of 41 2019 Contract — 6120139 27 XVI. ENTIRE CONTRACT/WAIVER OF DEFAULT The parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded. Both parties recognize that time is of the essence in the performance of the provisions of this Contract. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the Contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Contract unless stated to be such through written approval by the County, which shall be attached to the original Contract. XVI1. HOLD HARMLESS AND INDEMNIFICATION A. 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 County 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 County employee under state or local law. The County 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 County, 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. B. The Contractor further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. C. To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, subcontractors and/or agents, in its performance and/or non-performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the County incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. D. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the County, its officers, employees, City of Tukwila Page 16 of 41 2019 Contract — 6120139 28 and/or agents, in its performance and/or non-performance of its obligations under this Contract. The County agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the County, by mutual negotiation, hereby waives, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. E. 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. F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. XVIII. INSURANCE REQUIREMENTS —GENERAL A. Insurance Required By the date of execution of this Contract, the Contractor shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of work hereunder by the Contractor, its agents, representatives, employees and/or contractor/subcontractors. The Contractor or contractor/subcontractor shall pay the costs of such insurance. The Contractor shall furnish separate certificates of insurance and policy endorsements from each contractor/subcontractor as evidence of compliance with the insurance requirements of this Contract. The Contractor is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Contractor, its agents, employees, officers, contractor/subcontractors, providers and/or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an "occurrence" form; except that insurance on a "claims made" form may be acceptable with prior County approval. If coverage is approved and purchased on a "claims made" basis, the Contractor warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three years from the date of Contract termination, and/or conversion from a "claims made" form to an "occurrence" coverage form. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. City of Tukwila Page 17 of 41 2019 Contract — 6120139 29 B. Risk Assessment by Contractor By requiring such minimum insurance, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract, nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Contractor. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. C. Minimum Scope of Insurance. Coverage shall be at least as broad as the following: 1. General Liability Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability, Errors and Omissions Coverage In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors and Omissions coverage shall be provided. "Professional Services", for the purpose of this Contract section, shall mean any services provided by a licensed professional or those services that require a professional standard of care. 3. Automobile Liability Insurance Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9. 4. Workers' Compensation Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or "Other States" state law. 5. Stop Gap/Employers Liability Coverage shall be at least as broad as the protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the general liability policy. 6. Property Insurance Insurance Services Office form number (CP 00 10) covering BUILDING AND PERSONAL PROPERTY COVERAGE and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or project appropriate equivalent. 7. National Flood Insurance The use of CDBG and HOME funds for acquisition or construction purposes in identified special flood hazard areas shall be subject to Contractor mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub L. 93-237). City of Tukwila Page 18 of 41 2019 Contract — 6120139 30 8. Builder's Risk/Installation Floater The Contractor shall procure and maintain during the life of the Contract, or until acceptance of the project by King County, whichever is longer, "All Risk" Builders Risk Insurance at least as broad as ISO form number CP0020 (Builders Risk Coverage Form) with ISO form number CP0030 (Causes of Loss —Special Form) including coverage for collapse, theft and property in transit. The coverage shall insure for direct physical loss to property of the entire construction project, for one hundred percent of the replacement value thereof. The policy shall be endorsed to cover the interests, as they may appear, of King County, Owner, Contractor and subcontractors of all tiers with King County listed as a loss payee. D. Minimum Limits of Insurance —Capital Projects The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence by bodily injury, personal injury, and property damage; and for those policies with aggregate limits, a $2,000,000 aggregate limit. 2. Professional Liability, Errors, and Omissions: $1,000,000, Per Claim and in the Aggregate. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage if the use of motor vehicles is contemplated. 4. Workers' Compensation: Statutory requirements of the state of residency. 5. Stop Gap /Employers Liability: $1,000,000. 6. Property Insurance: One hundred percent replacement value of funded structure. E. Minimum Limits of Insurance --Building Construction Period Prior to commencement of building construction and until construction is complete and approved by the Contractor, the Contractor shall cause the construction contractor and related professionals to procure and maintain insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities related to this Contract. The Contractor and County shall be named as additional insureds on liability policies except Workers Compensation and Professional Liability, and as Named Insureds on Builders Risk policies. The cost of such insurance shall be paid by the Contractor and/or any of the Contractor's contractors/ subcontractors. The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Builder's Risk Insurance: One hundred percent replacement cost value. City of Tukwila Page 19 of 41 2019 Contract — 6120139 31 5. Workers Compensation: Statutory requirements of the State of residency. 6. Stop Gap or Employers Liability Coverage: $1,000,000. F. Minimum Limits of Insurance —Services Agreements: The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. Paragraphs G, H, I, J, K and L below apply to Capital Projects, Construction Projects and Services Contracts. G. Deductibles and Self -Insured Retentions Any deductibles or self -insured retentions must be declared to, and approved by, the County. The deductible and/or self -insured retention of the policies shall not apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor. H. Other Insurance Provisions The insurance policies required in this Contract are to contain, or be endorsed to contain, the following provisions: 1. All Liability Policies except Professional and Workers Compensation. a. The County, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Contract. Such coverage shall include Products -Completed Operations. b. To the extent of the Contractor's negligence, the Contractor's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the County, its officers, officials, employees, or agents shall not contribute with the Contractor's insurance or benefit the Contractor in any way. c. The Contractor's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. 2. Property Coverage Policies a. The County shall be added to all Property Coverage Policies as a loss payee as its interests may appear. 32 City of Tukwila Page 20 of 41 2019 Contract — 6120139 b. The County shall be added as a Named Insured as its interests may appear to all Builders Risk policies. 3. All Policies Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after 30 days prior written notice has been given to the County. Acceptability of Insurers Unless otherwise approved by the County, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with AM Bests, with minimum surpluses the equivalent of AM Bests' surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with AM Bests' rating of B+VII. Any exception must be approved by the County. If, at any time, the foregoing policies shall fail to meet the above requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with appropriate certificates and endorsements, for approval. J. Verification of Coverage The Contractor shall furnish the County with certificates of insurance and endorsements required by this Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the County prior to the commencement of activities associated with the Contract. The County reserves the right to require complete, certified copies of all required insurance policies at any time. If the Agency/Contracting Party is a Municipal Corporation or an agency of the State of Washington and is a member of the Washington Cities Insurance Authority (WCIA) or any other self-insurance risk pool, a written acknowledgement/certification of current membership will be attached to the Agreement as Exhibit I and satisfies the insurance requirements specified above. K. Subcontractors The Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. If the Contractor is relying on the insurance coverages provided by subcontractors as evidence of compliance with the insurance requirements of this Contract, then such requirements and documentation shall be subject to all of the requirements stated herein. L. Municipal or State Contractor Provisions If the Contractor is a municipal corporation or a Contractor of the state of Washington and is self -insured for any of the above insurance requirements, a certification of self- insurance shall be provided for the self -insured requirements and attached hereto and be incorporated by reference and shall constitute compliance with this Section. If the certificate of self-insurance does not cover all mandatory requirements, the Contractor shall provide separate certificates and endorsements that document coverage. City of Tukwila Page 21 of 41 2019 Contract — 6120139 33 XIX. NONDISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Equal Benefits to Employees with Domestic Partners In accordance with King County Ordinance 14823, as a condition of award of a contract valued at $25,000 or more, the Contractor agrees that it shall not discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners during the performance of this Contract. Absent authorization for delayed or alternative compliance, failure to comply with this provision shall be considered a material breach of this Contract, and may subject the Contractor to administrative sanctions and remedies for breach. When the contract is valued at $25,000 or more, by signing the Contract/Bid Submittal the Contractor is indicating compliance with this requirement or with the terms of an authorization for delayed or alternative compliance B. Nondiscrimination in Employment Provision of Services To the extent prohibited by KCC Chapter 12.16 or 12.17, during the performance of this Contract, neither the Contractor nor any party subcontracting under the authority of this Contract shall discriminate or tolerate harassment on the basis of 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. C. Nondiscrimination in Subcontracting Practices To the extent prohibited by KCC Chapter 12.16 or 12.17, during the term of this Contract, the Contractor shall not create barriers to open and fair opportunities to participate in County 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. D. Compliance with Laws and Regulations The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, Presidential Executive Orders and regulations that prohibit discrimination to the extent applicable. These laws include, but are not limited to, RCW Chapter 49.60, Titles VI and VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of 1987. In addition, King County Code chapters 12.16, 12.17 and 12.18 are incorporated herein by reference and the requirements in these code chapters shall specifically apply to this contract, to the full extent applicable. The Contractor shall further comply fully with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the contract documents. E. Small Contractors and Suppliers and Minority and Women Business Enterprises Opportunities King County encourages the Contractor to utilize small businesses, including Small Contractors and Suppliers (SCS), as defined below, and minority -owned and women - City of Tukwila Page 22 of 41 2019 Contract — 6120139 34 owned business enterprises certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) in County contracts. The County encourages the Contractor to use the following voluntary practices to promote open competitive opportunities for small businesses, including SCS firms and minority - owned and women -owned business enterprises: Inquire about King County's Contracting Opportunities Program. King County has established a Contracting Opportunities Program to maximize the participation of SCS in the award of King County contracts. The Program is open to all SCS firms certified by King County Business Development and Contract Compliance (BDCC). As determined by BDCC and identified in the solicitation documents issued by the County, the Program will apply to specific contracts. However, for those contracts not subject to the Program or for which the Contractor elected not to participate in the Program during the solicitation stage, the Contractor is still encouraged to inquire voluntarily about available firms. Program materials, including application forms and a directory of certified SCS firms, are available at the following Web -site address: http://www.kingcounty.gov/bdcc The term "Small Contractors and Suppliers" (SCS) means that a business and the person or persons who own and control it are in a financial condition which puts the business at a substantial disadvantage in attempting to compete for public contracts. The relevant financial condition for eligibility under the Program is set at fifty percent of the Federal Small Business Administration (SBA) small business size standards using the North American Industry Classification System and Owners' Personal Net Worth less than $750,000 dollars. 2. Contact OMWBE to obtain a list of certified minority -owned and women -owned business enterprises by visiting their website at http://www.omwbe.wa.gov/ or by Toll Free telephone (866) 208-1064. 3. Use the services of available community organizations, consultant groups, local assistance offices, the County, and other organizations that provide assistance in the recruitment and placement of small businesses, including SCS firms and minority -owned and women -owned business enterprises. F. Equal Employment Opportunity Efforts The Contractor shall 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. The Contractor's 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 in conspicuous places available to employees and applicants for employment notices setting forth this nondiscrimination clause. In accordance with KCC 12.16.010J. "equal employment opportunity efforts" shall mean active efforts to ensure equal opportunity in employment that is free from all forms of discrimination. G. Compliance with Section 504 of the Rehabilitation Act of 1973 as amended (Section 504) and the American Disabilities Act of 1990 as amended (ADA) Pursuant to Title II of the ADA and Section 504 the County must not discriminate against people with disabilities in providing services, programs or activities even if those services, programs or activities are carried out by contractors. The Contractor City of Tukwila Page 23 of 41 2019 Contract — 6120139 35 agrees that it shall provide all programs, services and activities to County employees or members of the public under this Contract in the same manner as King County is obligated to under Title II of the ADA, and Section 504 and shall not deny participation or the benefits of such services, programs or activities to people with disabilities on the basis of such disability. Failure to comply with this section shall be a material breach of, and grounds for, the immediate termination of this Contract. 1. The Contractor agrees to provide to persons with disabilities access to programs, activities and services provided under the Contract or agreement, as required by the disability access laws as defined by KCC 12.16; and 2. The Contractor shall not discriminate against persons with disabilities in providing the work under the Contract. In any subcontracts for the programs, activities and services under their contract or agreement, the Contractor shall include the requirement that the subcontractor provide to persons with disabilities access to programs, activities and services provided under the contract or agreement as required by the disability access laws as defined by KCC 12.16, that the subcontractor shall not discriminate against persons with disabilities in providing the work under the Contract and that the subcontractor shall provide that the County is a third party beneficiary to that required provision. H. Sanctions for Violations Any violation of the mandatory requirements of the provisions of this section shall be a material breach of contract for which the Contractor may be subject to damages, withholding payment and any other sanctions provided for by the Contract and by applicable law. Fair Housing Protections The Contractor shall comply with the federal Fair Housing Act, Public Law 90-284 (42 USC 3601 et seq.). The Contractor shall take necessary and appropriate actions to prevent discrimination in any housing -related project under this Contract, which includes rental housing projects and/or projects that include residential real estate - related transactions, as required by the Federal Fair Housing Act as amended (42 USC 3601) and the Washington State Law Against Discrimination (RCW Chapter 49.60). Residential real estate -related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any dwelling that is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy Premises not owned by the occupant. In addition, except for projects located in incorporated jurisdictions, the Contractor shall comply with the applicable provisions of the King County Open Housing Ordinance, codified at Chapter 12.20 of the King County Code, which prohibits practices of housing discrimination against any person on the basis of age, ancestry, color, disability, marital status, national origin, parental status, possession of Section 8 housing assistance, race, religion, retaliation, sex, and sexual orientation. Projects using federal funds shall also comply with subsections J, K, L, and M below. Additional Federal Nondiscrimination Requirements The Contractor shall comply with all applicable federal laws prohibiting discrimination, including the following: City of Tukwila Page 24 of 41 2019 Contract — 6120139 36 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 CFR Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 USC 5301); 3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 CFR Part 8. K. Prohibited Discriminatory Actions 1. Except where expressly authorized by federal law, the Contractor may not, under any program or activity to which this Contract applies, directly or through contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, services, financial aid or other benefits provided under the program or activity; b. Denying any person services due to limited English proficiency; c. Providing any person with facilities, services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity; d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity; e. Restricting in any way access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity; f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, services or other benefit provided under the program or activity; g. Denying any person any opportunity to participate in a program or activity as an employee; and h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2. The Contractor shall not utilize criteria or methods of administration that have the effect of subjecting individuals to discrimination on the basis of age, color, familial status, nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to City of Tukwila Page 25 of 41 2019 Contract — 6120139 37 individuals of a particular age, color, familial status, nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or sensory disability. 3. The Contractor, in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination on the grounds of age, sex, marital status, familial status, religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. L. Employment Projections In all solicitations under this Contract, the Contractor shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this section. M. No Conflict with Federal Requirements. As indicated by HUD Notice CPD 04-10, a faith -based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 USC 2000e-1(a), is not forfeited when the organization receives HUD funding. Faith -based organizations, like any other entity participating in a HUD -funded program, must, however, comply with all the statutory requirements of that particular HUD - funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non-discrimination requirements on all subrecipients, subgrantees or contractors. Religious organizations that believe that certain non-discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act [42 USC4000bb-3, 4000bb-2(1)] which applies to all federal law and its implementation. Subrecipients, subgrantees, or contractors should be aware that anti -discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith -based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XX. SUBCONTRACTS AND PURCHASES A. Subcontract Defined "Subcontract" shall mean any agreement between the Contractor and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. B. Writing Required Any work or services assigned or subcontracted hereunder shall be in writing and must be approved by the County as provided in Section XIV. Assignment. The Contractor agrees that it is as fully responsible to the County for the acts and omissions of its subcontractors and their employees and agents, as it is for the acts and omissions of City of Tukwila Page 26 of 41 2019 Contract — 6120139 38 its own employees and agents, as specified in Section XVII. Hold Harmless and Indemnification Subsection C. C. Required Contract Terms The Contractor shall include the applicable provisions of Sections XVIII. Insurance Requirements - General, XIX. Nondiscrimination and Equal Employment Opportunity and XX. Subcontracts and Purchases in every subcontract or purchase order for goods or services which are paid for in whole or in part with funds provided under this Contract. The Contractor agrees to include the following language verbatim in every subcontract, provider agreement, or purchase agreement for services, which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless King County, 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, employee, and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that King County is a third party beneficiary to this Contract and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." Projects using federal funds must also comply with subsections D, E, F, G and H. D. Debarred Contractors The Contractor certifies that neither the Contractor nor any person or entity with a controlling interest in the Contractor is under suspension, debarment, voluntary exclusion or determination of ineligibility from participation in federal assistance programs under Presidential Executive Order 12549 or 12689, "Debarment and Suspension". The Contractor further certifies that neither the Contractor nor any person or entity with a controlling interest in the Contractor has any proceeding pending to suspend, debar, exclude or determine them ineligible from participation in federal assistance programs under Presidential Executive Order 12549 or 12689. The Contractor shall not make any award at any time to any contractor, which is debarred, suspended or excluded, from participation in federal assistance programs under Presidential Executive Order 12549, "Debarment and Suspension". The Contractor shall ensure that all subcontractors receiving any federal funds pursuant to this agreement have not been disbarred or suspended from federal contract participation. This may be done by checking the System for Award Management at https://www.sam.gov, which lists all suspended and debarred entities. E. Subcontracting Requirements A Contractor which receives federal funds under this Contract also shall include the following sections in every subcontract or purchase order for goods and services which are paid in whole or in part with funds provided under this Contract: Section V. Compensation and Method of Payment Subsections F. or G. and I., Sections XVII. Hold Harmless and Indemnification Subsection B., XVIII. Insurance Requirements — General Subsection K., XIX. Nondiscrimination and Equal Employment Opportunity and XXII. No Conflict of Interest Subsection B. and, if the subcontract is for construction, Sections XXXIV. Labor Standards and XXXV. Employment Opportunities. City of Tukwila Page 27 of 41 2019 Contract — 6120139 39 F. Federal Procurement Requirements The Contractor agrees to comply with Procurement Standards specified in 2 CFR § 200.317 through - 200.326, unless otherwise provided in the Project/Program Exhibit. G. Federal Bid Guarantee and Bond Requirements If the Contractor is subcontracting construction work under this Contract, the subcontract shall require for any construction contracts exceeding 15$ 0,000: 1. A bid guarantee from each bidder equivalent to five percent of the bid price; 2. A performance bond from the contractor for one hundred percent of the contract price; and 3. A payment bond from the contractor for one hundred percent of the contract price. The Contractor may, at its discretion, require any of these requirements on construction contracts of less than $150,000. The specific requirements for bid guarantees and bonds are at 2 CFR § 200.325. H. Failure to Comply is Default Failure by the Contractor to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. XXI. NONDISCRIMINATION IN SUBCONTRACTING PRACTICES Projects using federal funds shall comply with the following requirements: A. Federal Requirements In soliciting subcontractors to supply goods or services for the activities under this Contract, the Contractor shall comply with 2 CFR § 200.321. In accordance with these regulations, the Contractor shall take all necessary affirmative steps to assure M/WBEs and labor surplus area firms are used as subcontractors when possible. Affirmative steps shall include those actions specified above in this section of the Contract. B. Nondiscrimination in Federally Assisted Construction The Contractor shall also require compliance with Presidential Executive Order 11246 as amended and 41 CFR Part 60 regarding nondiscrimination in bid conditions for construction projects over $10,000. XXII. CONFLICT OF INTEREST A. King County Code Chapter 3.04 Compliance. The Contractor shall comply with applicable provisions of KCC Chapter 3.04. Failure to comply with such provisions shall be a material breach of Contract and may result in termination of this Contract pursuant to Section XV. Termination and subject the Contractor to remedies stated therein or otherwise available to the County at law or in equity. This section shall not apply to a Contractor that is a municipal corporation which has adopted an employee code of ethics; provided that nothing in this section is intended to contract away such a Contractor's obligation to comply with any KCC Chapter 3.04 provision that applies independent of this Contract. City of Tukwila Page 28 of 41 2019 Contract — 6120139 40 2. No Preferential Treatment The Contractor agrees that it will not attempt to secure preferential treatment in dealings with the County by offering any valuable consideration, thing of value, or gift, whether in the form of services, loan, thing, or promise, in any form, to any County official or employee. The Contractor acknowledges that if it is found to have violated the prohibition found in this paragraph its current contracts with the County shall be cancelled and it shall not be able to bid on any County contract for a period of two years. 3. Disclosure of Current and Former County Employees To avoid any actual or potential conflict of interest or unethical conduct: a. County employees or former County employees are prohibited from assisting with the preparation of proposals or contracting with, influencing, advocating, advising or consulting with a third party, including Contractor, while employed by the County or within one year after leaving County employment if he/she participated in determining the work to be done or processes to be followed while a County employee. b. Contractor shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this Contract may result in termination of this Contract. c. After Contract award, the Contractor is responsible for notifying the County's Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract. B. No Conflict of Interest The Contractor shall abide by the provision of 2 CFR § 200.318, and by the following: 1. The Contractor shall maintain a written code or standards of conduct that shall govern the performance of its officer, employees or agents engaged in the award and administration of contracts supported by funds under this Contract; 2. No employee, director, officer or agent of the Contractor shall participate in the selection or in the award, or administration of a contract supported by funds under this contract if a conflict of interest, real or apparent, would be involved. By way of example, such a conflict would arise if such a person, or his or her employer, immediate family member or partner has financial or other interest in the entity selected; and 3. The Contractor's officers, employees, and agents must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, the Contractor may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Contractor. City of Tukwila Page 29 of 41 2019 Contract — 6120139 41 XXIII. BOARD OF DIRECTORS A. If the Contractor is incorporated, it must have an active, legally constituted board of directors in accordance with the requirements of RCW Chapters 23B or 24, to the extent applicable. B. The following additional requirements shall apply to the agencies that qualify as non- profit organizations under USC, Title 26, Subtitle A, Chapter 1, Subchapter F, Part 1, Section 501(C)(3). The Contractor shall have a Board of Directors that shall be comprised of neither employees nor relatives of employees, officers, or directors of the Contractor. For the purposes of this section, a relative is defined as husband, wife, father, father-in- law, mother, mother-in-law, brother, brother-in-law, sister, sister-in-law, son, son-in- law, daughter, daughter-in-law, niece, nephew, grandparent, grandchild, uncle, aunt, domestic partner and child of domestic partner. In addition, the relatives of a domestic partner shall be considered relatives to the same extent such relatives would be included in this section, as if the employee and domestic partner were married. 2. The Board of Directors shall meet regularly. 3. The Board of Directors shall cause to be adopted a formal conflict of interest policy for Board members that complies with the applicable provisions of the Internal Revenue Code and its 501(C)(3) status, and addresses issues regarding gifts, financial gain, and improper use of position. XXIV. CONFIDENTIALITY The Contractor 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. XXV. PERSONAL INFORMATION — NOTICE OF SECURITY BREACH A. If the Contractor maintains computerized or other forms of data that includes personal information owned by the County, the Contractor shall notify the County of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590 (2). B. The Contractor shall provide all information requested by the County including the following in accordance with RCW 42.56.590, KCC 2.14.030, the King County Information Privacy Policy and any other applicable federal, state and local statute: 1. Circumstances associated with the breach; 2. Actions taken by the Contractor to respond to the breach ; and 3. Steps the Contractor shall take to prevent a similar occurrence. This information shall be provided in a format requested by the County. C. The County may at its sole discretion, require the Contractor to contact the appropriate law enforcement agency and to provide the County a copy of the report of the City of Tukwila Page 30 of 41 2019 Contract — 6120139 42 investigation conducted by the law enforcement agency. The Contractor shall also provide the County with any information it has regarding the security breach. D. The Contractor shall conspicuously display King County's Privacy Notice and provide a printed copy upon request. E. The Contractor shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Contractor shall also be responsible for any cost associated with notifying the affected individuals. This notification must be in accordance with RCW 42.56.590 (7)• F. If the Contractor demonstrates that the cost of providing notice would exceed 250 000, or that the potentially affected persons exceeds $500,000, or the Contractor does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590 (7), (c). 1. Email notice when the Contractor has an e-mail address for the subject persons; 2. Conspicuous posting of the notice on the Contractor's web site page, if the Contractor maintains one; and 3. Notification to major County -wide media. G. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: 1. An individual's first name or first initial and last name in combination with any one of the following data elements, when either the name or the data elements are not encrypted: social security number; driver's license number or Washington identification card number; or 2. Account number or credit or debit card number, in combination with any required security code; access code, or password that would permit access to an individual's financial account. XXVI. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA) Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 CFR Parts 160 and 164. A. Obligations and Activities of the Contractor The Contractor agrees not to use or disclose protected health information other than as permitted or required by this Contract, HIPAA and the Health Information Technology for Economic and Clinical Health Act (HITECH). The Contractor shall use and disclose protected health information only if such use or disclosure, respectively, is in compliance with each applicable requirement of 45 CFR § 164.504(e). The Contractor is directly responsible for full compliance with the privacy provisions of HIPAA and HITECH that apply to business associates. 2. The Contractor agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the protected health information that it creates, receives, maintains, or transmits on behalf of the County as required by 45 CFR, Part 164, City of Tukwila Page 31 of 41 2019 Contract — 6120139 43 Subpart C. The Contractor is directly responsible for compliance with the security provisions of HIPAA and HITECH to the same extent as the County. 3. Within two business days of the discovery of a breach as defined at 45 CFR § 164.402 the Contractor shall notify the County of any breach of unsecured protected health information. The notification shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by the Contractor to have been, accessed, acquired, or disclosed during such breach; a brief description of what happened, including the date of the breach and the date of the discovery of the breach, if known; a description of the types of unsecured protected health information that were involved in the breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); any steps individuals should take to protect themselves from potential harm resulting from the breach; a brief description of what the Contractor is doing to investigate the breach, to mitigate harm to individuals, and to protect against any further breaches; the contact procedures of the Contractor for individuals to ask questions or learn additional information, which shall include a toll free number, an e-mail address, Web site, or postal address; and any other information required to be provided to the individual by the County pursuant to 45 CFR § 164.404, as amended. A breach shall be treated as discovered in accordance with the terms of 45 CFR § 164.410. The information shall be updated promptly and provided to the County as requested by the County. 4. The Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of protected health information by the Contractor in violation of the requirements of this Contract or the law. 5. The Contractor agrees to report in writing all unauthorized or otherwise improper disclosures of protected health information or security incident to the County within two days of the Contractor knowledge of such event. 6. The Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides protected health information received from, or created or received by the Contractor on behalf of the County, agrees to the same restrictions and conditions that apply through this Contract to the Contractor with respect to such information. 7. The Contractor agrees to make available protected health information in accordance with 45 CFR § 164.524. 8. The Contractor agrees to make available protected health information for amendment and incorporate any amendments to protected health information in accordance with 45 CFR § 164.526. 9. The Contractor agrees to make internal practices, books, and records, including policies and procedures and protected health information, relating to the use and disclosure of protected health information received from, or created or received by the Contractor on behalf of King County, available to the Secretary of the U.S. Department of Health and Human Services, in a reasonable time and manner for purposes of the Secretary determining King County's compliance with HIPAA, HITECH or this Contract. 10. The Contractor agrees to make available the information required to provide an accounting of disclosures in accordance with 45 CFR §164.528. Should an City of Tukwila Page 32 of 41 2019 Contract — 6120139 44 individual make a request to the County for an accounting of disclosures of his or her protected health information pursuant to 45 CFR § 164.528, Contractor agrees to promptly provide an accounting, as specified under42 U.S.C. § 17935(c)(1) and 45 CFR §164.528, of disclosures of protected health information that have been made by the Contractor acting on behalf of the County. The accounting shall be provided by the Contractor to the County or to the individual, as directed by the County. 11. To the extent the Contractor is to carry out one or more of the covered entity's obligations under Subpart E of 45 CFR § 164, the contractor shall comply with the requirements of Subpart E that apply to the County in the performance of such obligations. B. Permitted Uses and Disclosures by Business Associate The Contractor may use or disclose protected health information to perform functions, activities, or services for, or on behalf of, King County as specified in this Contract, provided that such use or disclosure would not violate HIPAA if done by King County or the minimum necessary policies and procedures of King County. C. Effect of Termination Except as provided in paragraph C.2. of this section, upon termination of this Contract, for any reason, the Contractor shall return or destroy all protected health information received from the County, or created or received by the Contractor on behalf of the County. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Contractor. The Contractor shall retain no copies of the protected health information. 2. In the event the Contractor determines that returning or destroying the protected health information is infeasible, the Contractor shall provide to King County notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible, the Contractor shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Contractor maintains such protected health information. D. Reimbursement for Costs Incurred Due to Breach Contractor shall reimburse the County, without limitation, for all costs of investigation, dispute resolution, notification of individuals, the media, and the government, and expenses incurred in responding to any audits or other investigation relating to or arising out of a breach of unsecured protected health information by the Contractor. XXVII. NOTICES Whenever this Contract provides for notice to be provided by one party to another, such notice shall be in writing; and directed to the Chief Executive Officer of the Contractor and the Director of the County Department of Community and Human Services. Any time within which a party must take some action shall be computed from the date that said party receives the notice. City of Tukwila Page 33 of 41 2019 Contract — 6120139 45 XXVIII. KING COUNTY RECYCLED PRODUCT PROCUREMENT POLICY In accordance with King County Code Chapter KCC 18.20 and King County Executive Policy CON 7-1-2, the Contractor shall use recycled paper for all printed and photocopied documents related to the submission of this solicitation and fulfillment of the Contract and shall, whenever practicable, use both sides of the paper. XXIX. SERVICES PROVIDED IN ACCORDANCE WITH LAW AND RULE AND REGULATION The Contractor and any subcontractor agree, when applicable, to abide by the terms of Chapters 26.44, 69.54, 70.02, 70.96A, 71.05, 71A.10, 71A.14, 71A.18, 71.20, 71.24, and 71.34 of the Revised Code of Washington, rules and regulations promulgated thereunder, the Basic InterContractor Contract between the Department of Social and Health Services and King County, as amended, 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. XXX. POLITICAL ACTIVITY PROHIBITED A. No Partisan Activity None of the funds, materials, property or services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. All Projects using federal funds shall also comply with the following subsection: B. Certification Regarding Lobbying The Contractor certifies, to the best of its knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any Agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Contractor, 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 Contractor shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors 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 31 USC 1352. City of Tukwila Page 34 of 41 2019 Contract — 6120139 46 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. XXXI. MISCELLANEOUS PROVISIONS A. 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. B. Remedies Not Exclusive. No provision of this Contract precludes the County from pursuing any other remedies for the Contractor's failure to perform its obligations. C. 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 thereto. This Contract shall be governed by and construed to the laws of the State of Washington. Any claim or suit between the parties arising out of this Contract may only be filed and prosecuted in King County Superior Court of U.S. District for the Western District of Washington, in Seattle. XXXII. AFFIRMATIVE MARKETING A. Federal Marketing Requirements Each Contractor must adopt affirmative marketing procedures and requirements for projects containing five or more housing units funded with CDBG and/or HOME funds. Affirmative marketing steps consist of actions to provide information and otherwise attract eligible persons from all racial, ethnic, and gender groups in the housing market area to the available housing. (The affirmative marketing procedures do not apply to families with housing assistance provided by the Public Housing Authority or families with tenant based rental assistance provided with HOME funds.) The County shall annually assess the Contractor's affirmative marketing program to determine the success of affirmative marketing actions and any necessary corrective actions. B. The affirmative marketing requirements and procedures adopted must include: 1. Methods for informing the public, owners, and potential tenants about federal fair housing laws and the use of the Equal Housing Opportunity logotype or slogan in press releases and solicitations for owners, and written communication to fair housing and other groups; 2. Requirements and practices the Contractor must adhere to in order to carry out the participating jurisdiction's affirmative marketing procedures and requirement (e.g., use of commercial media, use of community contacts, use of the Equal Housing Opportunity logotype or slogan, and display of fair housing poster); City of Tukwila Page 35 of 41 2019 Contract — 6120139 47 3. Procedures to be used by the Contractor to inform and solicit applications from persons in the housing market area who are not likely to apply for the housing without special outreach (e.g., use of community organizations, language interpreters, places of worship, employment centers, fair housing groups, or housing counseling agencies); 4. Records must be kept describing actions taken by the Contractor to affirmatively market units and records to assess the result of these actions; and 5. A description of how the Contractor shall assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. XXXIII. ACCESSIBILITY FOR CAPITAL PROJECTS Any buildings or other facilities designed, constructed, or altered with federal funds pursuant to this Contract are subject to the requirements of the Architectural Barriers Act of 1968 (42 USC 4151 - 4157) and shall comply with the Uniform Federal Accessibility Standards (Appendix A to 24 CFR Part 40 for residential structures, and Appendix A to 41 CFR Parts 101-19 and subpart 101-19.6 for general type building). When applicable, certain multi- family housing units designed and constructed for first occupancy after March 13, 1991, with assistance provided under this Contract must comply with the Fair Housing Accessibility Guidelines, 24 CFR Part 100 as amended. XXXIV. LABOR STANDARDS Agencies receiving a CDBG and/or HOME award shall comply with Subsections A and C below. A. Davis -Bacon Requirements For projects assisted with CDBG funds, this Subsection shall not apply to construction or rehabilitation of residential property consisting of fewer than eight units. For projects assisted with HOME funds, this Subsection shall not apply to rehabilitation of rental property consisting of fewer than twelve units. All construction work funded in whole or in part under this Contract must be performed in accordance with the Davis -Bacon Act, as amended (40 USC sections 276(a)- 276(a)(5)), the Copeland "Anti -Kickback" Act, as amended (40 USC 276(c)) and the Contract Work Hours and Safety Standards Act (40 USC 327 et seq.) as further pre- scribed at 29 CFR Parts 1, 3, 5, 6 and 7. The Contractor will follow all Davis Bacon documentation requirements and regularly submit required documentation to the County shall maintain records sufficient to evidence compliance with this section and shall make such records available for the County's review upon request. A copy of the current Davis -Bacon wages must be included in all construction bid specifications, contracts, and/or subcontracts over $2,000, except where the project includes a copy of applicable state prevailing wages that are higher than current Davis - Bacon wages. Agencies receiving an award of local funds (HOF, RAHP, HB 2331, Veterans and Human Services Levy or MIDD funds) or federal funds that do not trigger Davis -Bacon shall comply with Subsections B and C below: City of Tukwila Page 36 of 41 2019 Contract — 6120139 48 B. Prevailing Wages Projects that are not subject to Section A above, shall pay State residential prevailing wage rates as a minimum. Projects that are subject to State prevailing wage requirements of chapter 39.12 RCW shall pay prevailing wages at or above the applicable State classification rate. The Contractor shall provide annual certification to the County of its compliance with the requirements of this section. The Contractor shall additionally maintain records sufficient to evidence compliance with this section and shall make such records available for the County's review upon request. C. Use of Volunteers The Contractor shall obtain the written approval of the County prior to allowing any volunteers to perform construction work on a project assisted under this Contract. XXXV. EMPLOYMENT OPPORTUNITIES ON ASSISTED CONSTRUCTION PROJECTS A. Section 3 Requirements The work to be performed under this Contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing. B. Section 3 Criteria for Capital Projects As set forth in the HCD Plan, Section 3 regulations found at 24 CFR § 135.38 apply to all Project/Program Exhibits which meet all three of the following criteria: The Project/Program Exhibit must include $200,000 or more in total HUD funds from one or more program years; 2. The Project/Program Exhibit must include construction or rehabilitation work as a task that will be funded in full or in part with the HUD funds; and 3. The construction or rehabilitation work that will be funded must have a contract value, which exceeds $100,000. Actual contract value of construction or rehabilitation work is the determining factor, not a cost estimate. Additionally, Section 3 regulations are applicable to Project/Program Exhibit(s), which do not initially meet the above criteria but which are amended so as to add funds or change the activities for which the funds are used. Section 3 regulations do not apply to projects that include $200,000 or more in HUD funds when the funds are being used for acquisition and/or professional services only and not for construction or rehabilitation work. XXXVI. NO BENEFIT TO OWNERS AND DEVELOPERS OF ASSISTED HOUSING No Contractor, developer or sponsor (or officer, employee, agent or consultant of the owner, developer or sponsor) whether private, for profit or nonprofit (including a Community Housing Development Organization when acting as an owner, developer or sponsor) may City of Tukwila Page 37 of 41 2019 Contract — 6120139 i • occupy a CDBG, HOME, HOF, RAHP, HB 2331, Veterans and Human Services Levy, MIDD or CX-assisted affordable housing unit in a project. This provision does not apply to an owner -occupant of single family housing or to an employee or agent of the owner or developer of a rental housing project who occupies a CDBG, HOME, HOF, RAHP, HB 2331, Veterans and Human Services Levy or CX-assisted unit as the project manager or maintenance worker. XXXVII. SUPPLANTING Any federal CDBG or Homeless Housing and Services (2163) Funds made available under this Contract to provide public (human) services shall not be utilized by the Contractor to reduce or replace the local financial support currently being provided to public (human) service programs. Homeless Housing and Services funds cannot be used in the place of existing housing operations or services funds. XXXVIII. DRUG FREE WORKPLACE CERTIFICATION AND OTHER FEDERAL REQUIREMENTS A. Drug -Free Workplace Certification The Contractor certifies that it is in compliance with the Drug -Free Workplace Act of 1988 (42 USC 701) and regulations set forth at 24 CFR part 24, subpart F. B. Other Federal Requirements The absence of mention in this Contract of any other federal requirements that apply to the award and/or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Contractor activities. The Contractor shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to, the Hatch Act (5 USC. Chapter 15) regarding political activities. XXXIX. CONSTITUTIONAL PROHIBITION In accordance with the First Amendment of the United States Constitution, Article 1, Section 11 of the Washington State Constitution, and separation of church and state principles, as a general rule, funds received under this Contract may not be used for religious activities. Except where otherwise allowed by federal law, the following restrictions and limitations apply to the use of CDBG and HOME funds: A. A Contractor may not engage in inherently religious activities, such as worship, religious instruction or proselytization, as part of the assistance funded under this Contract. If the Contractor conducts religious activities, the activities must be offered separately, in time and location, from the assistance funded under this Contract, and participation must be voluntary for the beneficiaries of the assistance; B. In performing under this Contract, the Contractor shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief; and C. CDBG and HOME funds may be used to rehabilitate or construct facilities and housing owned by primarily religious organizations only to the extent those structures are used for conducting eligible activities consistent with 24 CFR § 570.200, 24 CFR § 92.257, and 24 CFR § 576.23. City of Tukwila Page 38 of 41 2019 Contract — 6120139 50 XL. PROMISSORY NOTE, DEED OF TRUST AND COVENANT The Contractor agrees that funding provided under this Contract for the acquisition, construction, improvement and/or rehabilitation of real property (Premises) owned by the Contractor is a loan from the County to the Contractor. The Contractor agrees to promptly execute a promissory note, deed of trust and covenant (if applicable), in a format approved by the County, if required in a Project/Program Exhibit. The Contractor agrees that for real property, which is leased by the Contractor and assisted under this Contract, the Contractor shall obtain a covenant from the owner of the real property in a form approved by the County, if required in any Project/Program Exhibit. XLL ANTI -DISPLACEMENT AND RELOCATION ASSISTANCE FOR CAPITAL PROJECTS The Contractor shall at all times comply with all applicable federal, state, and local laws, statutes, rules and regulations relating to relocation of those persons and households residing at the Premises prior to occupancy by tenants. The Contractor shall be solely responsible for the cost of all relocation benefits required by law. Capital Projects using federal funds shall also comply with the following subsection. A. Local Funds Only - Local Relocation Guidelines Projects that include or will include only local county funds (HOF-CX, Veterans and Human Services Levy, RAHP, 2331, Mental Health, or HIPDD Developmental Disabilities Funds) for the acquisition, demolition, and or rehabilitation of property that has existing residential tenants who may be displaced shall provide relocation benefits to all displaced households. Effective October 1, 2014, the benefit amount for each displaced household will be $2,933 per household; provided that, if the Joint Recommendations Committee (JRC) of the King County Consortium adjusts the benefit amount in accordance with King County Consortium Supplemental Relocation Guidelines based on changes in the consumer price index, the increased benefit amount shall apply. All tenants selected for relocation shall be given formal notification regarding the need to relocate with a minimum of 90 days' notice of the date they must relocate, along with information about why they were selected. Consideration of a longer notice period may be required if the tenant demonstrates a special circumstance (for instance, health reasons) which would be alleviated by extending the notice period. A list of all displaced households, including name, unit number, household size, ethnicity, and monthly gross income shall be provided to the King County Relocation Specialist along with documentation of all the payments made to displaced tenants. All relocation costs shall be included in the project development budget. B. Federal Acquisition and Relocation Requirements: Implementation of any project provided for in this Contract will be undertaken so as to minimize involuntary displacement of persons, businesses, nonprofit organizations, or farms to the greatest extent feasible. The Contractor shall comply with the following: 1. Any acquisition of real property by the Contractor for any activity assisted under this Contract shall comply with the Uniform Relocation Act and 49 CFR Part 24; 2. Any displacement of persons, businesses, nonprofit organizations, or farms occurring as the result of acquisition of real property assisted under this Contract shall comply with the Uniform Relocation Act, at 24 CFR Part 42 and 49 CFR Part City of Tukwila Page 39 of 41 2019 Contract — 6120139 51 24 as amended, and the County's Residential Anti -displacement and Relocation Assistance Plan required by federal regulations at 24 CFR § 570.606(c), and adopted by the County Council as part of the HCD Plan. The Contractor shall comply with the Regulations pertaining to costs of relocation and written policies, as specified by the King County Residential Anti -displacement and Relocation Assistance Plan; and 3. When any lower -income dwelling units are demolished or converted to a use other than a lower -income dwelling unit, in connection with an activity assisted under this Contract with federal funds, the units must be replaced on a one -for -one basis. Lower -income dwelling units are defined as a dwelling unit with a market rent (including utility costs) that does not exceed the applicable Fair Market Rent for existing housing as established by HUD and published annually, pursuant to 24 CFR Part 888. The Contractor must comply with the one -for -one replacement of housing requirements of Section 104(d) of the HCD Act, as amended. The implementing regulations are found at 24 CFR Part 42, and for CDBG funds at 24 CFR § 570.606. XLII. PROPERTY MANAGEMENT FOR CAPITAL PROJECTS The Contractor shall engage in sound property and program management practices and at all times operate and maintain the Premises in a manner which fully complies with all applicable federal, state, and local laws, statutes, rules and regulations covering health and safety issues in order to provide decent, safe and sanitary housing, as now in effect or as may be hereafter amended. The Contractor specifically agrees to comply and pay all costs associated with achieving such compliance without any notice of requirement or requirements from the County, and that the County does not waive this section by giving notice of demand for compliance in any instance. The Contractor shall throughout the term of this Contract, without cost or expense to the County, keep and maintain the Premises and all improvements, landscaping, fixtures and equipment which may now or hereafter exist thereon, in a neat, clean and sanitary condition, and shall, except for reasonable wear and tear, at all times preserve the Premises in good and safe repair. If, after 30 days' notice from the County, the Contractor fails to maintain or repair any part of the Premises or any improvement, landscaping, fixtures or equipment thereon, the County may, but shall not be obligated to, enter upon Premises and perform such maintenance or repair and the Contractor agrees to pay the costs thereof to the County upon receipt of a written demand. XLIII. TAXES AND LICENSES The Contractor shall pay throughout the term of this Contract, all applicable taxes, and all licenses and excise fees covering the ownership and operations of the Premises. XLIV. PROCEDURE IN THE EVENT OF CASUALTY/CONDEMNATION FOR CAPITAL PROJECTS A. In the event that all or any portion of the Premises is taken or conveyed as a result of any condemnation proceeding or damaged as a result of any casualty, the County and the Contractor agree that the proceeds of any condemnation or casualty affecting the Premises shall be made available for the repair or restoration of the real property if the County and the Contractor in their reasonable judgment agree that: City of Tukwila Page 40 of 41 2019 Contract — 6120139 52 1. Repair or restoration of the real property is feasible and that sufficient funds are available to complete such work; 2. After the completion of work, the real property can be feasibly operated within the restrictions and requirements of the Project/Program Exhibit; and 3. More than two years remain after the completion of the work until the end of this Contract. B. The County and the Contractor shall meet as necessary to discuss in good faith the rebuilding or repair of the real property and reach a decision with respect thereto within 60 days after the occurrence of the casualty or condemnation. If the parties cannot in good faith agree to repair or restore the real property as provided above, then any proceeds of the casualty or condemnation, within 60 days of demand, shall be paid first to satisfy the County's lien. The balance of the proceeds shall be paid to the Contractor. IN WITNESS HEREOF, the parties hereto have caused this contract to be executed and instituted on the date above written. KING COUNTY: CONTRACTOR: CITY OF TUKWILA King County Executive Signature Date Approved by DCHS Director Approved as to Form: OFFICE OF THE KING COUNTY PROSECUTING ATTORNEY Name (Please type or print) Date City of Tukwila Page 41 of 41 2019 Contract — 6120139 53 54 e----_---. Insurance Authority 28-Dec-18 Cert#: 11860 King County Dept. of Connnunity & Human Services Attn: 401 Fifth ave Suite 510 Seattle, WA 98104 RE: City of Tukwila 2019 Community Development Block Grant for Minor Home Repair Program Evidence of Coverage The above captioned entity is a member of the Washington Cities Insurance Authority (WCIA), which is a self insured pool of over 155 public entities in the State of Washington. P.O. Box 88030 Tukwila, INA 98138 Aline: 206-575-6046 Fax: 206-575-7426 WCIA has at least 84 million per occurrence limit of liability coverage in its self - insured layer that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of the member. Liability coverage includes general liability, automobile liability, stop -gap coverage, errors or omissions liability, employee benefits liability and employment practices liability coverage. WCIA was created by an interlocal agreement among public entities and liability is self funded by the membership. As there is no insurance policy involved and WCIA is not an insurance company, your organization cannot be named as an additional insured. Sincerely, Rob Roscoe Deputy Director cc: Peggy McCarthy cletter 55 56 EXHIBIT II CITY OF TUKWILA TUKWILA CONSORTIUM MINOR HOME REPAIR PROGRAM (C19623) Contract No.: 6120139 Project No.: C19623 - 1127781 King County Project Manager: Quincy Williams Agency Contact Person: Stacy Hansen Start Date: December 1, 2019 Telephone: 206-433-7181 End Date: November 30, 2020 Email: stacy.hansen@tukwilawa.gov WORK STATEMENT The City of Tukwila (hereinafter referred to as "the Contractor") agrees to provide funds to repair the existing stock of homes owned by low- to moderate -income households in the South King County communities of Covington, Des Moines, SeaTac, and Tukwila, as described in this Exhibit beginning on December 1, 2019, and completing these services by November 30, 2020. All such activities shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations, as are now in effect or hereafter may be amended. The total amount of reimbursement pursuant to this Exhibit shall not exceed 110 000 in King County Community Development Block Grant (CDBG) funds. II. PROGRAM DESCRIPTION The preservation of the housing of low- to moderate -income home owners through the provision of funds to repair the existing stock of homes owned by low- to moderate -income households. A. Indicators The number of unduplicated households who receive minor housing repair assistance in the communities of Covington, Des Moines, SeaTac, and Tukwila. B. Eligibility Eligible clients shall have an annual gross family income that does not exceed the Moderate Income limits based on the applicable Family Size in the following 2019 United States Housing and Urban Development (HUD) Income Guidelines Table. Clients may self -certify in writing that their family income does not exceed the applicable limit. 2019 HUD INCOME GUIDELINES Median Family Income = $108,600 Effective April 24, 2019 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY VERY LOW- MODERATE - SIZE LOWINCOME INCOME INCOME 1 $23,250 $38,750 $61,800 2 $26,600 $44,300 $70,600 3 $29,900 $49,850 $79,450 City of Tukwila Page 1 of 7 2019 Contract draft - Exh II 57 C. 1 4 $33,200 $55,350 $88,250 5 $35,900 $59,800 $95,350 6 $38,550 $64,250 $102,400 7 $41,200 $68,650 $109,450 8 $43,850 $73,100 $116,500 2. The definition of family shall include all persons living in the same household who are related by birth, marriage or adoption and includes dependent children living away from home. The definition of income includes all sources of income required to be reported on Internal Revenue Service Form 1040. 3. Income guidelines may be adjusted periodically by HUD. The Contractor agrees to use updated income guidelines that shall be provided by the County. The County shall provide the updated guidelines to the Contractor electronically or by hard copy. 4. Services provided with funding under this Exhibit may be limited to residents of Covington, Des Moines, SeaTac, and Tukwila. 5. Services shall be provided on a first come, first served basis with safety and health issues prioritized. 6. Eligible clients must have lived in their home for at least one year. Definitions Disabled person is an adult who has severe disabilities based on the Bureau of the Census definition. 2. Elderly person is an individual who is 62 years or older. 3. Emergency repair includes activities that protect, repair or arrest the effects of disasters, imminent threats or physical deterioration that pose an imminent danger to life, health or safety. 4. Routine maintenance includes activities that merely keep a structure in good operating condition; such activities do not add to the value of the structure, appreciably prolong its useful life, or adapt it to new uses. 5. Unit of service is a minor home repair, measured by unique job or repair hours that is undertaken in a client's home. Program Requirements The Contractor shall use CDBG funds to provide minor home repair services for low - and moderate -income homeowners in the cities of Covington, Des Moines, SeaTac, and Tukwila. Funds shall be focused on maintaining the safety and health of the occupants, preserving the dwelling and/or conserving energy. These activities may include, but are not limited to: earthquake preparedness, replacing broken switches, sockets, light fixtures, repairing heat sources, repairing gutters and downspouts, replacing or repairing faucets, toilets, sinks, drains, broken or leaky pipes and repairing minor roof leaks. City of Tukwila Page 2 of 7 58 2019 Contract draft - Exh II 1. The Contractor agrees to serve, at minimum, the following unduplicated number of households served under this Exhibit: Number of unduplicated households in: Dec. 2019 Jan. -Mar. 2020 Apr. -Jun. 2020 Jul. -Sep. 2020 Oct. -Nov. 2020 Total 2019/2020 Tukwila 0 3 5 4 3 15 SeaTac 0 3 4 4 3 14 Des Moines 0 3 4 4 3 14 Covington 0 3 4 4 3 14 Cumulative: 0 12 17 16 12 57 2. The Contractor agrees to provide, at minimum, the following cumulative hours of service: Minor Home Repair Hours in: Dec. 2019 Jan. -Mar. 2020 Apr. -Jun. 2020 Jul. -Sep. 2020 Oct. -Nov. 2020 Total 2019/2020 Tukwila 0 9 9 9 9 36 SeaTac 0 9 9 9 9 36 Des Moines 0 9 9 9 9 36 Covington 0 9 9 9 9 36 Cumulative: 0 36 36 36 36 144 The funds provided under this Exhibit shall be used to pay for the costs associated with the provision of these units of service. 3. Environmental Review Records a. Minor Home Repair (MHR) city staff shall complete, sign and submit a Tier 3 Site Specific ER Review Request Form, and Lead Based Paint (LBP) Checklist as applicable, for every individual job. Work may not start until HCD staff has replied with ER approval and notice -to -proceed email. b. The HCD ER Specialist (or alternate HCD staff) will review the Tier 3 Request. Based on the detailed job description, a determination will be made as to whether the job is "maintenance" or "rehabilitation". Once the Checklist is completed, the CD Coordinator will review and sign off. The HCD ER Specialist will then transmit the completed ER record to the City with the official determination as an attachment along with notice -to -proceed language embedded in the in body of the approval email. If any mitigation is required, it will be noted in the ER record and in the email transmittal. The email transmittal is considered the 'electronic signature' by the transmitting party for purposes of moving the process forward. City of Tukwila Page 3 of 7 2019 Contract draft - Exh II 59 If the work contractor finds there is more work to be completed, he will contact the City first and then the HCD ER Specialist to have the additional tasks noted and reviewed on the ER Record. City staff will to advise the HCD ER Specialist via e-mail of approval in change of scope for the obligation. If additional work changes the `maintenance' determination to `rehabilitation', no work will be completed until a full ER review has been completed and a new Notice to Proceed issued. 4. Lead -Based Paint (LBP) Requirements a. The Contractor shall complete the HCD Supplementary Lead Based Paint Checklist for all repairs on houses built prior to 1978 and submit copies to HCD Project Manager along with the Tier 3 ER Checklist, as applicable. b. The Contractor shall procure a neutral third party lead based paint certified contractor hired specifically to assess LBP threshold determinations (with the exception of those re -occurring activities that have been pre -determined to not disturb paint). The sub-contractor(s) shall not complete the LBP work on homes they have assessed and shall refer his/her determinations back to the Contractor to coordinate all LBP housing repairs and clearance through King County HCD Staff. C. The Contractor shall monitor job completion and LBP clearance of housing units per Housing Repair LBP standards as set forth in the Minor Home Repair Program Lead Based Paint Requirements and Process. d. If a project repair area is over de minimus and has children under the age of six residing in the house, and is over $5,000 in repair value, the project shall be referred to King County Housing Repair Program by MHR Staff for assessment and completion. In these instances, if the City makes the referral and desires to continue funding the repair as a grant, it will be responsible for all additional costs associated with addressing the repairs and the LBP. The Housing Repair Program will bill the MHR Program for the project in an amount adequate to cover all costs associated with the repair and LBP activity. If the MHR Program runs out of funds available for grant transfer referrals, the referrals will be assessed for the traditional non -amortizing loan program through the Consortium's Housing Repair Program, if desired by the client through normal channels of intake, and general HRP process. The estimated HCD cost associated with LBP review, testing, determination and clearance has been determined to be no less than 500 to cover associated travel and HRP staff time, but will be itemized per project. Multiple tests might be necessary to complete clearance of a project City of Tukwila Page 4 of 7 2019 Contract draft - Exh II 60 e. Lead Based Paint Records The Contractor shall maintain records documenting compliance with Regulations for Lead -Based Paint Poisoning Prevention in Certain Residential Structures at 24 Code of Federal Regulations (CFR) Part 35. Such records shall include, for each housing unit assisted under this Contract: Records evidencing that the housing repair was exempt pursuant to 24 CFR Part 35.115; or ii. Records evidencing that the scope of the housing repair work did not exceed the de minimus criteria at 24 CFR Part 35.1350(d) and that the Contractor provided the required pamphlet to the occupants of the housing unit pursuant to 24 CFR Part 35.910(b); or iii. Records evidencing that the housing repair work was completed in accordance with the procedures specified in 24 CFR Part 35, Subpart J including provision of required notices, and performance of evaluation and clearances. 5. Subcontracted Services a. In addition to the requirements of Section XVI. of the Contract, the Contractor shall execute written agreements with each Contractor with which it subcontracts to provide services (hereinafter "Implementing Agency") and shall incorporate into such subcontracts the provisions in Section II.D., Program Requirements, of this Exhibit. b. The Contractor shall invoice the County for due and payable invoices of the Implementing Agency or for costs paid by the Contractor for goods, materials or services already provided. The Contractor shall invoice the County after the Implementing Agency has invoiced the Contractor. The Contractor shall include a copy of the Implementing Agency's invoice with its invoice submitted to the County. The Contractor shall ensure that all costs for which the Implementing Agency requests reimbursement are allowable in accordance with Office of Management and Budget 2 Code of Federal Regulations (CFR) 230 or 2 CFR 225, as applicable. C. The Contractor shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. 6. Copyright If this Contract results in any copyrightable material, King County reserves the right to royalty -free, nonexclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for governmental purposes. City of Tukwila Page 5 of 7 2019 Contract draft - Exh II 61 7. Public Information All marketing materials, news releases and other public notices related to projects funded under this Agreement shall include information identifying the source of funds as the King County Community Development Block Grant Program. III. COMPENSATION AND METHOD OF PAYMENT A. The Contractor shall apply the following CDBG funds in accordance with the Line Item Budget below. The total amount of reimbursement pursuant to this Exhibit shall not exceed $110, 000. CDBG Funds King County CDBG Funds -South Sub -Region $ 110,000 B-19-UC-53-0001 Total CDBG Funds: $ 110,000 2. Line Item Budget Capital Outlay (Construction Contracts, Materials) $110,000 Personnel (provide detail below) and Project Management $0 Total CDBG Funds: $110,000 B. Billing Invoice Package The Contractor shall submit a Billing Invoice Package every three months that consists of an invoice statement and other reporting requirements as stated in Section IV., REPORTING REQUIREMENTS, of this Exhibit in a format approved by the County. All required reports shall accompany the invoice statement in order to receive payment. Work done in December 2019 must be invoiced by January 15, 2020. 2. All required reports must accompany the invoice statement in order to receive payment. The Contractor shall submit invoices to the County in the form of a CDBG Program Voucher Reimbursement Request form. Such forms shall be signed by an authorized representative of the Contractor and shall be accompanied by copies of supporting documents. 3. The Billing Invoice Package is due within 20 working days after the end of the three month term. 4. The final invoice and reports shall be submitted no later than December 20, 2020. C. Method of Payment The County shall reimburse the Contractor on a quarterly basis for actual expenditures in accordance with the Line Item Budget in Section III.A. City of Tukwila Page 6 of 7 2019 Contract draft - Exh II 62 2. Payment to the Contractor may be withheld for any quarter in which the Contractor has not submitted the reports specified in Section IV., REPORTING REQUIREMENTS, of this Exhibit, or in which said reports are incomplete. 2. The Contractor shall advise the County quarterly of any changes in revenues from sources other than the County that are used to provide the services funded under this Exhibit. The Contractor agrees to re -negotiate performance requirements if the County determines that such changes are substantial. IV. REPORTING REQUIREMENTS The Contractor shall submit electronically the following data reports in a format and to an address provided by the County. A. The Contractor shall maintain completed Environmental Review Forms from the King County Environmental Review Specialist, and place a photocopy with client's applications for repairs in the Contractor's Minor Home Repair Program file. B. The Contractor shall submit with each invoice a completed Project Activity Report Form, in a format provided by the County. Each Project Activity Report shall include a narrative with an explanation if actual services are less than 90 percent of the cumulative minimum service requirements as stated in Section II. D.1. of this Exhibit. C. The Contractor shall use the following methods to measure the indicator specified in Section II.D.1. of this Exhibit: Number of unduplicated households served. D. The Contractor shall submit with the final invoice a completed Project Funding Report form itemizing all funding used for the project, in a format provided by the County. City of Tukwila Page 7 of 7 2019 Contract draft - Exh II 63 m City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM To: Tukwila City Council From: Jack Pace, Director Community Development By: Lynn Miranda and Max Baker, Senior Planners Copy: Mayor Ekberg Date: November 5, 2019 Subject: Tukwila International Boulevard (TIB) Study Area Moratorium Renewal Issue The existing six-month moratorium on development in the TIB study area expires on January 9, 2020 and should be renewed. Without a moratorium, development and redevelopment in the TIB study area may occur that is contrary to the Comprehensive Plan's vision and preliminary recommendations from the Congress for New Urbanism (CNU) TIB Rising workshop. The City is in the process of updating the land use regulations for the TIB area and identifying potential on -street parking alternatives for TIB. Background The City kicked off its implementation of the TIB District Element of the Comprehensive Plan with the TIB Rising/Congress for New Urbanism (CNU) community workshop in February 2017. The workshop resulted in a CNU final report that recommends revisions to permitted uses, building placement and heights, and a revised cross-section for TIB. Those preliminary recommendations are currently being analyzed by staff and incorporated into draft public review and implementation documents. Discussion 1. Current Zoning Code regulations were adopted prior to the 2015 update of the Comprehensive Plan and prior to a regional location decision to place a transit facility within the neighborhood. Development or redevelopment pursuant to currently adopted standards could potentially be inconsistent with the community's vision for a denser and more walkable neighborhood and for streetscapes with active building facades. 2. Part of the reconfiguration of the neighborhood includes making complementary changes to street design, which means reconfiguring Tukwila International Boulevard with on -street parking and bicycle facilities. Understanding the vehicular traffic impacts and costs of the changes are critical, and the land use decisions are dependent on those choices. This work is currently underway. 3. Due to serious crime within the TIB area, the Federal Government seized three motels in the study area and the City subsequently purchased and demolished them to reduce crime and improve public safety. A six-month moratorium on the types of uses that are inconsistent with the adopted goals and polices for TIB was adopted on July 17, 2017. A public hearing was held on September 5, 2017, and the Council heard from one resident who asked questions about existing uses and property sales. The Council reaffirmed the findings of fact from the Ordinance. Uses affected by the 65 INFORMATIONAL MEMO Page 2 moratorium include hotels, motels, extend -stay facilities, and auto -oriented commercial uses including but not limited to gas stations; battery, tire, engine body repair shops; vehicular sales or rentals; and commercial parking. The planning process for the TIB neighborhood is not yet complete, although progress has been made on drafting revisions to development standards and analyzing potential impacts from retrofitting the Boulevard. A complete chronology and work accomplished to date is presented in the 2017-2020 TIB Workprogram attached to the draft TIB moratorium ordinance following this memo. The more significant tasks that must still be completed include the following: • Public Works' analysis of the cost of on -street parking on TIB and potential mitigation measures • Council decision on implementing on -street parking on TIB • Revisions to the zoning code • Preparation of a new Design Manual for the TIB area • Preparing an Environmental Checklist (SEPA) • Community Outreach • Planning Commission hearing and recommendation on zoning code changes • Council hearing and recommendation on zoning code changes Extending the moratorium allows the City time to develop the regulations to carry out the vision for the TIB study area, including making a decision on implementing on -street parking and bicycle facilities on TIB. Financial Impact Potential for delayed development, development that doesn't occur, and the loss of permitting fees and taxes. Recommendation To prevent development that is not in keeping with the City's 2015 adopted Comprehensive Plan vision and CNU recommendations, to protect public safety, and to allow full discussion of the relationship between street design and land use regulations appropriate to the goals and policies for the TIB study area, staff recommends holding a public hearing on the attached draft moratorium at the COW meeting on November 25, 2019 with a decision on adopting the moratorium at the Regular Council meeting on December 2, 2019. Attachment A. Draft moratorium DRAFT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RENEWING A SIX-MONTH MORATORIUM WITHIN THE TUKWILA INTERNATIONAL BOULEVARD STUDY AREA IN THE CITY OF TUKWILA ON THE DEVELOPMENT OF CERTAIN USES SUCH AS HOTELS, MOTELS, EXTENDED -STAY FACILITIES, OR AUTO -ORIENTED USES; SETTING A DATE FOR A PUBLIC HEARING ON THE MORATORIUM RENEWAL; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Tukwila has adopted a Comprehensive Plan in compliance with the Growth Management Act; and WHEREAS, the City of Tukwila is currently updating its Zoning Code to comply with its adopted Comprehensive Plan; and WHEREAS, the Tukwila International Boulevard ("TIB") Study Area, shown on Exhibit A, is a neighborhood that orients towards TIB, and comprises goods and services as well as higher density housing; and the Study Area is generally bounded by 42nd Avenue South on the east; South 160th Street on the south; International Boulevard, Military Road, and a stepped edge that follows the boundary of the multi- family zoning districts up to the Mixed Use Office District at approximately South 133rd Street on the north; and WHEREAS, within the existing Neighborhood Commercial Center (NCC) and Regional Commercial (RC) zoning districts there are certain uses that in the future may not be allowed or may be allowed with conditions; and WHEREAS, the owners and operators of three crime -infested motels pleaded guilty to conspiracy to maintain drug involved premises, and when the three motels and an adjacent motel within the TIB Study Area were closed, the violent crime rate in the Study Area was cut nearly in half; and WHEREAS, the City of Tukwila finds that hotels, motels, and extended -stay hotels and motels (hereafter, collectively referred to as "extended -stay facilities") in the TIB Study Area generate higher than typical rates of crime; and W: Legislative Development\Moratorium renewed in TIB study area 10-25-19 LM:bjs Review and analysis by Barbara Saxton Page 1 of 5 67 WHEREAS, the City of Tukwila spent millions of dollars acquiring the three government surplus motel properties and purchasing an adjacent fourth motel site and razed the operations to better serve the public health and safety in the TIB Study Area; and WHEREAS, the Comprehensive Plan goals and policies for the TIB Study Area are to create a pedestrian oriented, walkable destination, and auto -oriented services, uses and developments are not in keeping with those goals and policies; and WHEREAS, the City of Tukwila is in the process of updating its land use regulations to comply with the goals and policies of its adopted Comprehensive Plan for the TIB Study Area and has budgeted for a Work Program, shown on Exhibit B, to address the changes that will bring consistency between the City's Comprehensive Plan and Zoning Code; and WHEREAS, the City of Tukwila conducted a three-day workshop in February 2017 on the future improvements and land use regulations for the TIB Study Area and preliminarily determined hotels; motels; extended -stay facilities; and auto -oriented commercial uses, including, but not limited to, gas stations, car washes, vehicular repair or services, vehicular sales or rentals, vehicular storage, commercial parking, and drive- throughs, should be regulated differently than currently regulated; and WHEREAS, the City desires to ensure the public has many opportunities to provide input on this matter, and WHEREAS, on July 17, 2017, the Tukwila City Council adopted Ordinance No. 2543, which declared an emergency necessitating the immediate imposition of a 6- month moratorium prohibiting within the NCC and RC zoning districts of the TIB Study Area in the City of Tukwila the development, expansion, intensification or establishment of any new hotel, motel, extended -stay facility, and auto -oriented commercial uses including, but not limited to, gas stations, car washes, vehicular repair or services, vehicular sales or rentals, vehicular storage, commercial parking, and drive-throughs; and WHEREAS, on September 5, 2017, the Tukwila City Council conducted a public hearing and heard testimony regarding the City's moratorium; and WHEREAS, the moratorium on the development of certain types of new or expanded land uses was set to expire on January 16, 2018, and the neighborhood planning process was not yet completed, and WHEREAS, on January 8, 2018, the Tukwila City Council held a public hearing on an ordinance renewing the six-month moratorium on certain types of new or expanded land uses and on January 16, 2018 adopted Ordinance No. 2565; and WHEREAS, the moratorium on the development of certain types of new or expanded land uses was set to expire on July 15, 2018, and the neighborhood planning process was not yet completed; and W: Legislative Development\Moratorium renewed in TIB study area 10-25-19 LM:bjs Review and analysis by Barbara Saxton Page 2 of 5 WHEREAS, on June 25, 2018, the Tukwila City Council held a public hearing on an ordinance renewing the six-month moratorium on certain types of new or expanded land uses and on July 2, 2018 adopted Ordinance No. 2579; and WHEREAS, the moratorium on the development of certain types of new or expanded land uses was set to expire on January 10, 2019, and the neighborhood planning process was not yet completed; and WHEREAS, clarification was added regarding business license renewals; and WHEREAS, on November 26, 2018, the Tukwila City Council held a public hearing on an ordinance renewing the six-month moratorium on certain types of new or expanded land uses, and clarification regarding business license renewals was added, and on December 3, 2018 the Council adopted Ordinance No. 2595; and WHEREAS, the moratorium on the development of certain types of new or expanded land uses was set to expire on July 9, 2019, and the neighborhood planning process is not yet completed; and WHEREAS, on May 28, 2019, the Tukwila City Council held a public hearing on an ordinance renewing the six-month moratorium on certain types of new or expanded land uses and on June 3, 2019 adopted Ordinance No. 2606; and WHEREAS, the moratorium on the development of certain types of new or expanded land uses is set to expire on January 9, 2020, and the neighborhood planning process is not yet completed; and WHEREAS, a public hearing on this proposed ordinance was held on November 25, 2019; and WHEREAS, the City desires to preserve the status quo for the protection of the health, safety and welfare of City residents, as it relates to development in Tukwila, until these matters are more fully considered; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Findings. The recitals and findings set forth above are hereby adopted as the City Council's findings in support of the moratorium renewal imposed by this ordinance. Section 2. Moratorium Renewed. Pursuant to the provisions of Article 11, Section 11 of the Washington State Constitution, RCW 35A.63.220, and RCW 36.70A.390, the City of Tukwila hereby renews a moratorium prohibiting within the NCC and RC zoning districts of the Tukwila International Boulevard ("TIB") Study Area in the City of Tukwila the development, expansion, intensification or establishment of any new hotel; motel; extended -stay facility; or auto -oriented commercial uses including, but not limited to, gas stations, car washes, vehicular repair or services, vehicular sales or rentals, vehicular storage, commercial parking, and drive-throughs. No land use approval, building permit, construction permit, or other development permit or approval shall be issued for any of the uses listed above while this moratorium is in effect. W: Legislative Development\Moratorium renewed in TIB study area 10-25-19 LM:bjs Review and analysis by Barbara Saxton Page 3 of 5 •• Nothing in this moratorium shall prevent an existing business from renewing their business license. Any land use approval, development permits or other permits for any of these operations that are issued as a result of error or by use of vague or deceptive descriptions during the moratorium are null and void and without legal force or effect. Section 3. Definitions. As used in this ordinance, the following terms have the meanings set forth below: A. "Hotel" means a building or buildings or portion thereof, the units of which are used, rented, or hired out as sleeping accommodations only for the purposes of transitory housing. Hotel rooms shall have their own private toilet facilities and may or may not have their own kitchen facilities. Hotels shall not include dwelling units for permanent occupancy. A central kitchen, dining room and accessory shops and services catering to the general public can be provided. No room may be used by the same person or persons for a period exceeding 30 calendar days per year. Not included are institutions housing persons under legal restraint or requiring medical attention or care. B. "Motel" means a building or buildings or portion thereof, the units of which are used, rented, or hired out as sleeping accommodations only for the purposes of transitory housing. A motel includes tourist cabins, tourist court, motor lodge, auto court, cabin court, motor inn and similar names but does not include accommodations for travel trailers or recreation vehicles. Motel rooms shall have their own private toilet facilities and may or may not have their own kitchen facilities. Motels are distinguished from hotels primarily by reason of providing adjoining parking and direct independent access to each rental unit. Motels shall not include dwelling units for permanent occupancy. No room may be used by the same person or persons for a period exceeding 30 calendar days per year. Not included are institutions housing persons under legal restraint or requiring medical attention or care. C. "Extended -stay hotel or motel" means a building or buildings or portion thereof, the units of which contain independent provisions for living, eating and sanitation including, but not limited to, a kitchen sink and permanent cooking facilities, a bathroom and a sleeping area in each unit, and are specifically constructed, kept, used, maintained, advertised and held out to the public to be a place where temporary residence is offered for pay to persons for a minimum stay of more than 30 days and a maximum stay of six months per year. Extended -stay hotels or motels shall not include dwelling units for permanent occupancy. The specified units for extended -stay must conform to the required features, building code, and fire code provisions for dwelling units as set forth in the Tukwila Municipal Code. Nothing in this definition prevents an extended -stay unit from being used as a hotel or motel unit. Extended -stay hotels or motels shall be required to meet the hotel/motel parking requirements. Not included are institutions housing persons under legal restraint or requiring medical attention or care. D. "Auto -oriented commercial uses" means the use of a site for primarily the servicing, repair, rental, sales or storage of vehicles, or the servicing of people while in their vehicles such as restaurant drive-throughs. Typical uses include, but are not limited to, gas stations; battery, tire, engine body repair shops; vehicular sales or rentals lots; and commercial parking. W: Legislative Development\Moratorium renewed in TIB study area 10-25-19 LM:bjs Review and analysis by Barbara Saxton 70 Page 4 of 5 Section 4. Effective Period for Moratorium Renewal. The moratorium renewed herein shall be in effect for a period of 6 months from the effective date specified within this ordinance and shall automatically expire at the conclusion of that 6-month period unless the same is extended as provided in RCW 35A.63.220 and RCW 36.70A.390, or unless terminated sooner by the City Council. Section 5. Public Hearing. Pursuant to RCW 35A.63.220 and RCW 36.70A.390, and following adequate public notice, a public hearing was held on November 25, 2019, to take public testimony regarding the City's moratorium. Section 6. Work Program. The Director of Community Development is hereby authorized and directed to address issues related to appropriate zoning regulations within the TIB Study Area of hotels, motels, extended -stay facilities, and auto -oriented commercial uses in the Tukwila Municipal Code. Section 7. Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. Section 8. Severability. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance or its application to any person or situation should be held to be invalid or unconstitutional for any reason by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this ordinance or its application to any other person or situation. Section 9. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City and shall take effect and be in full force January 9, 2020. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 12019. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Rachel B. Turpin, City Attorney Allan Ekberg, Mayor Filed with the City Clerk: Passed by the City Council: Published: Effective Date: Ordinance Number: Exhibit A — Map of Tukwila International Boulevard (TIB) Study Area Exhibit B —Tukwila International Boulevard (TIB) Neighborhood Plan 2017-2020 Work Program W: Legislative Development\Moratorium renewed in TIB study area 10-25-19 LM:bjs Review and analysis by Barbara Saxton Page 5 of 5 71 Exhibit A Tukwila International Boulevard (TIB) study area 72 Tukwila International Boulevard (TIB) Neighborhood Plan 2017 - 2020 Work Program Work completed — 2017 • CNU Legacy Workshop in Tukwila — February. • CNU Final Report Presentation to City Council Meeting — May. • Refined household and employment Yr. 2031 forecasts for TIB neighborhood for traffic analysis on the street modification. Selected a consultant for the SEPA analysis of the proposed TIB Plan. • Contracted for additional transportation professional services on design standards for TIB neighborhood street standards. Reviewed draft Land Use Chart and Zoning Map amendments with Planning Commission — August 24, 2017. • Briefed TIBAC on above draft amendments — October 10, 2017. Briefed Transportation and Infrastructure Committee (11/14/17) on traffic analysis and associated capital improvement costs and obtained direction for additional analysis. Reviewed consultant's draft street circulation improvements. Contracted for an update to the Tukwila International Boulevard Design Manual. Work completed — 2018 Contracted for additional engineering services analyzing TIB on -street parking impacts and cost. • Began creation and modification of alternative Zoning District boundaries and zoning standards based upon Planning Commission land use discussion, street designations and designs. • Drafted new street cross -sections for TIB streets and a new circulation network based on CNU engineering consultant recommendations and anticipated land uses. Council extended moratorium on certain uses in the TIB study area. • Updated Council on current direction and schedule for implementing TIB zoning changes and possible TIB on -street parking options. Recommended further analysis of TIB on -street parking options. • Consultants delivered draft TIB zoning code revisions to staff. • Circulate draft zoning revisions for internal review. Page 1 of 2 73 Tukwila International Boulevard (TIB) Neighborhood Plan 2017 — 2020 Work Program Work program — 2019 • Contracted for additional TIB on -street parking analysis and mitigation options. • Consultants delivered a draft update of the TIB Design Manual to staff. • Council renewed moratorium on certain uses in the TIB study area in July. • Planning Commission and City Council Field Trip to view on -street parking options —July 10th. Consultants delivered draft analysis of on -street parking options and mitigation, including costs, to DCD and PW staff. Staff completed review and suggested edits. • DCD and PW staff prepare memo for City Council summarizing TIB on -street parking options, mitigation, cost, and an evaluation of how well each alternative achieves community goals for TIB. • Council considers additional 6-month extension of moratorium on certain uses in the TIB study area. Work program — 2020 • Bring additional TIB analysis memo back to Transportation and Infrastructure Committee and Community Development and Neighborhoods Committee. • Council decision on TIB on -street parking and bike lane. • Draft Environmental Checklist (SEPA). • Issue SEPA Determination. • Finalize draft TIB review Zoning Code and Design Manual changes for public review. • Outreach to property owners, residents and development community. • City Council/Planning Commission joint work sessions. • Planning Commission and City Council public hearings and deliberation on TIB zoning changes and map amendments. Products • Comprehensive Plan Map Amendment. • Zoning Code and Map Amendments. • TIB Design Manual. • Environmental Checklist and Determination Page 2 of 2 74 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Development & Neighborhoods FROM: Rick Still, Parks & Recreation Director BY: John Dunn, Recreation Superintendent CC: Mayor Ekberg DATE: November 6, 2019 SUBJECT: Tukwila Community Center Security Camera Video System Replacement ISSUE The original security camera video system (security system) encountered a system failure in September 2019. Multiple attempts have been made to bring it back online with no success. It is too old to repair and must now be replaced. BACKGROUND The current security system is used to monitor the 48,000 square foot Tukwila Community Center (TCC) and surrounding grounds and parking lot. Staff use this in real time to monitor activities and patrons to ensure safety and security of the patrons, staff, and facilities. In addition, the system is used to investigate thefts, break-ins, and other criminal or suspicious activities. The original system consisted of ten interior cameras and six exterior cameras. DISCUSSION Although the original system coverage was helpful, there were areas without coverage that proved to be a frustration on multiple occasions. After the system went down in September, staff met with security system representatives to identify a replacement option that would meet the needs of the facility and staff. As part of this research, Parks & Recreation staff are meeting with Police personnel to install cameras in various park locations as well. It has been recommended that the outside cameras for TCC be on the same system as other park cameras. This will allow the Police Department to have access to all the parks and TCC exterior cameras on one system. This part of the research is still in process. Additionally, be moving the exterior cameras off the TCC interior system and onto the parks system, that will provide the opportunity to improve coverage inside. This new system will cover TCC's interior needs by replacing the current server, cameras, and adding nine additional cameras. FINANCIAL IMPACT The final cost estimate will be provided at the Community Development & Neighborhoods meeting on November 13, 2019. However, based on preliminary estimates staff have received, the cost will not exceed $70,000. This expenditure will be funded in the Parks & Recreation budget through cost savings in other spending areas. RECOMMENDATION The Committee is being asked to forward the approval of this unbudgeted purchase to Consent Agenda on the November 18, 2019 Regular City Council Meeting. 75 76 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Finance & Safety Committee FROM: Joseph Todd (TIS) BY: Eric Compton (TIS) CC: Mayor Ekberg DATE: November 13, 2019 SUBJECT: Small Cell Master License Agreement ISSUE Wireless companies can, by FCC ruling, use City facilities (poles) for 5G wireless implementation. If Cities do not meet set timelines to enable the wireless companies to implement 5G small cell facilities (60 days pre-existing facilities, 90 days for new facilities) the wireless companies can act without permission to install equipment. It is imperative that the City create design standards and a process for quick approval to maintain City aesthetics, protect City -owned assets, and provide best service for residents. BACKGROUND Wireless carriers have good working relationship with the City, and all have Franchise Agreements in place to operate in the right-of-way. All wireless carriers will be seeking to implement new 5G technology. 5G technology has limited range and operates in different frequencies than 4G or 3G making building penetration difficult to impossible. To meet consumer demand for 5G, carriers will be seeking to implement wireless equipment on poles with far less space between than previous installations. Small cell sites can be just a few hundred feet away for each carrier with other carriers in between. The potential impact/utilization of City equipment could be substantial. DISCUSSION Master License Agreements (MLA) between the City and Franchisees establish requirements, roles, responsibilities, and outline compensation and approval processes between the City and Franchisees for the use of City -owned facilities (poles) Enacting a resolution to adopt a Master License Agreement template would expedite the approval process and enable carriers to quickly implement small cell facilities by following City pre -approved standards, including adhering to Public Work's design standards. This expedited service would allow the City to meet FCC set timelines to enable the wireless companies to implement 5G small cell facilities. FINANCIAL IMPACT Current lease rates are capped by the FCC at $270 per year per site. This cap is being challenged and if overturned, the proposed Master License Agreement template has a provision to increase that rent to market value, which would be substantially more. (-$1000) Financial impact to Public Works could be incurred if right-of-way is not maintained or restored by contractors during installation of cell sites. Public Works is currently seeking higher bonding rates to help mitigate potential financial impacts to the City. 77 INFORMATIONAL MEMO Page 2 RECOMMENDATION The committee is being asked to consider a Council resolution adopting License Agreement template to establish an agreement with Franchisee ATTACHMENTS Resolution Master License Agreement template Design Standards s 78 Z:ICouncil Agenda ItemsUechnology ServiceslMemoSmallCellMasterLicenseAgreement.docx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE USE OF A MASTER LICENSE AGREEMENT TEMPLATE TO BE USED TO ESTABLISH AN AGREEMENT WITH FRANCHISEES OF THE CITY. WHEREAS, the City of Tukwila, hereinafter referred to as "City," has entered into Franchise Agreements with certain telecommunication companies, hereinafter referred to as "Franchisees," which, among other things, provide personal wireless service, including data transmission and other telecommunications services to customers in the Puget Sound region; and WHEREAS, the Franchisees require the use of certain portions of City -owned facilities, such as streetlight poles, traffic signal poles, etc. for the installation, operation, and maintenance of a telecommunications system; and WHEREAS, the City Council also recognizes that the aforementioned facilities are generally managed and administered by the Public Works Department under its Director; and WHEREAS, a Master License Agreement establishes requirements, roles, responsibilities, compensation, and approval processes between the City and Franchisees for the use of the aforesaid City -owned facilities (collectively referred to as "Parties"); and WHEREAS, a Master License Agreement template approved by the City Council will allow the Parties to expeditiously enter into a Master License Agreement using pre -approved language; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. The City Council approves adoption of a "Master License Agreement" in a form and substance as contained within the attached Exhibit A, in a final form and content acceptable to the City Attorney. W:\Legislative Development\Master License Agreement template -Franchisees 6-26-19 CK:bjs Review and analysis by Barbara Saxton Page 1 of 2 79 Section 2. The Mayor of the City of Tukwila, or their designee, is authorized on behalf of the City to sign the Master License Agreement in a form and substance substantially the same as contained within the attached Exhibit A. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of , 2019. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Rachel B. Turpin, City Attorney Kathy Hougardy, Council President Filed with the City Clerk:_ Passed by the City Council: Resolution Number: Attachment: Exhibit A —Master License Agreement for Small Wireless Facilities on City Facilities W:\Legislative Development\Master License Agreement template -Franchisees 6-26-19 CK:bjs Review and analysis by Barbara Saxton 0 Page 2 of 2 MASTER LICENSE AGREEMENT FOR SMALL WIRELESS FACILITIES ON CITY FACILITIES This MASTER LICENSE AGREEMENT FOR SMALL WIRELESS FACILITIES ON CITY FACILITIES hereinafter ("Master License") is entered into by and between the City of Tukwila, a municipal corporation of the state of Washington (the "City"), and if�sc rl compcnw nalne 1, (the "Company") (each a "parry" and collectively the "parties"). RECITALS WHEREAS, the City owns and controls certain City Facilities (defined below) in public rights of way (ROW); and WHEREAS, the Company is engaged in the operation of communications technology and desires to license from the City, and the City is willing to license the City Facilities (defined below) as authorized in Chapter 11.32 of the Tukwila Municipal Code (TMC); and WHEREAS, this Master License applies only to the installation of Small Wireless Facilities (defined below) on and to City Facilities which, at a minimum, comply with the requirements of Title 11 and Title 18 of the TMC subject to the terms and conditions of this Master License. The parties agree as follows: 1. Definitions 1.1. "City Facility(ies)" means collectively City Poles, strands between City Poles, and portions of the right-of-way required for ground -based SWF equipment, which support small wireless facility components, and Other City Structures as defined in Section 1.10. "City Facility(ies)" may refer to such facilities in the singular or plural, or replacement facilities that are not city poles, as appropriate to the context in which used. 1.2. "City Poles" means City owned and maintained street poles within publicly owned right of way. 1.3. "Design Standards" has the same meaning as "Development Standards" as set forth in TMC Chapter 11.040, as adopted or hereinafter amended. Master License Agreement —Small Wireless Facilities Template pg.l 81 1.4. "Laws" means any and all applicable statutes, codes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, court orders, or other requirements of the City or other governmental agency having joint or several jurisdiction over the parties to this Master License as such laws may be amended from time to time. 1.5. "Make -Ready Work" means the work required on or in a City Facility to create space for the Small Wireless Facilities (SWF), which may include but is not limited to replacing and/or reinforcing the existing City Facility to accommodate SWF, or rearrangement or transfer of existing SWF and the facilities of other entities, including any necessary fiber connections and electrical power, as further described in Section 12. 1.6. "Rent Commencement Date" is the earlier of first day of the month of which the Company commences construction of the SWF governed by a specific Site License or 90 calendar days from the day on which the Company and the City fully execute a specific Site License. 1.7. "Franchise Agreement" refers to a non-exclusive Franchise Agreement in effect as adopted by Ordinance by the City Council. 1.8. "Site License" means the document in the form substantially similar to Exhibit A that, when fully executed by both parties, is subject and subordinate to the provisions of this Master License and authorizes the Company to attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate and replace specific SWF on specific City Poles together with City Facilities (if any) as identified in the specific Site License subject to the Master License. 1.9. "Small Wireless Facilities" or "SWF" has the same meaning as set forth in 47 CFR 1.6002, as adopted or hereinafter amended. 1.10 "Other City Structure(s)" means pole(s) supporting one or more traffic signals, flags, banners and/or signage; street furniture; trash receptacle(s); bus stop(s); and any other similar structure(s) capable of accommodating a SWF. 2. City Facilities 2.1. The City represents as follows: 2.1.1. It owns, or will own, the City Facilities and all appurtenances as of the date that the respective Site License is fully executed and delivered by the City; 2.1.2. It is fully authorized to enter into this Master License; and 2.1.3. The individual executing this Master License is authorized to bind the City to the provisions hereof. aster License Agreement —Small Wireless Facilities Template pg• 2 82M 2.2. The City hereby licenses to Company a portion of City Facilities as identified in each fully executed Site License, incorporated herein by reference, together with non-exclusive access rights to those City Facilities, sufficient for Company's use of those City Facilities subject to the applicable Site License. 2.3. To the extent permitted under applicable law, the City's municipal functions or proprietary interests are not subordinated in any way to the Company's interest under this Master License or Site License. If the City determines that the usage of City Facilities is not feasible or not in the best interest of the City due to the City's municipal obligations or proprietary interests, the City in its sole discretion and decision being final may deny the Master Licensee's request to use the City Facilities proposed in a Site License submitted pursuant to Section 24 below. 2.4. Prior to any use of the City Facilities by Company, Company must satisfy the requirements set forth in Section 24.1 and both parties must have executed a Site License in the form substantially similar to Exhibit A. Upon review by the City of materials submitted for a Site License, the City may deny the installation of SWF or require additional terms and/or conditions to determine whether the proposed SWF will comport with this Master License, the Design Standards, or to address health, safety, or other aesthetic concerns. 2.5. Each City Facility is offered on an "as is" basis, in its present condition. 2.6. The authority granted by this Master License is a limited, non-exclusive authorization to occupy and use designated space on certain City Facilities as identified and approved by a Site License. All Site Licenses are subject and subordinate to the terms and conditions of this Master License. Such use must be in compliance with the Licensee's Franchise, the TMC and all Laws. 2.7. No reference to City Facilities shall be deemed to be a representation or guarantee by the City that its interests or other rights to control the use of such property is sufficient to permit its use for the purposes described herein, and Company shall be deemed to gain only those rights to use as are properly held by the City and as City may have the undisputed right and power to give. This Master License is made subject to all easements, restrictions, conditions, covenants, encumbrances, and claims of title which may affect said City Facilities, and it is understood that Company, at its own cost and expense, shall obtain such other permissions, as may be necessary, consistent with any other existing rights. No warranty of quiet title is made. 2.8. Nothing contained within this Master License shall be construed to grant or convey any right, title, or interest in the City Facilities to the Company other than for the purpose of placing and operating the SWF. Further, nothing in this Master License shall be interpreted to create or vest in Company any easement or other ownership or property interest or other right to any City Facilities, property, or public ROW. This Master License shall not constitute an assignment of any City's rights to City Facilities, property, or public ROW. 2.9. If any provision of this Master License or the applicable Site License conflicts or is inconsistent with the terms, conditions or requirements of the Design Standards, then the stricter term shall have precedence. Master License Agreement —Small Wireless Facilities Template pg. 3 83 3. Allowed Use 3.1. Company may attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate, and replace, at Company's sole responsibility and expense, the SWF subject to this Master License, the applicable Site License, and compliance with the Design Standards. Company shall not use the City Facilities for any other purpose whatsoever without the prior written consent of the City. 3.2. Licensee is solely responsible for procuring electricity for its SWF and directly paying its chosen electricity provider for such services. The City is not responsible for managing Licensee's electricity needs, payments, or for supplying electricity to the SWF. Where possible when deploying SWF, Licensee shall procure unmetered electricity services. 3.3. Company represents, warrants and covenants that SWF installed pursuant to this Master License will be utilized solely for providing telecommunications services and Company is not authorized to and shall not use its SWF to offer or provide any other services not specified herein without prior written permission or agreement from the City. A telecommunications service, for purposes hereunder, is the electronic transmission, conveyance, or routing of voice, data, audio, video, or any other information or signal to a point or between or among points. Telecommunications services shall not mean or include cable television services or services other than personal wireless services. 3.4. Company, in the performance and exercise of its rights and obligations under this Master License, shall not interfere in any manner with the existence and operation of any and all existing and future public and private rights -of -way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic signals, communication facilities that are pre-existing at that location, electroliers, cable television, location monitoring services, public safety and other than existing telecommunications equipment, utility, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable Laws or this Master License. 3.5. In no event shall Company install, operate, modify, maintain or remove any SWF on any City Facilities except in compliance with the terms of this Master License and the applicable Site License. Company's violation of the provisions of this Section beyond applicable notice and cure periods is an event of default and grounds for termination in accordance with Section 26 of this Master License or the Site License. 4. Effective Date. All references in this Master License to the "Effective Date", "the date hereof', or similar references shall refer to the date the Master License was fully executed by both Parties. 84master License Agreement —Small Wireless Facilities Template pg. 4 5. Term The term of this Master License shall commence on the Effective Date and shall expire 10 years from Effective Date (the "Term"). If Company desires to renew this Master License, it shall file a renewal application with the City between 180 days and 120 days prior to the expiration of the existing term. Company must also have renewed or applied to renew the Franchise Agreement. In the event of such filing, the City may extend the term of this Master License for up to one year beyond the expiration date to allow processing of renewal. If City elects to extend the term of this Master License, written notice of the extension shall be provided to Company prior to the expiration date. The Site Licenses shall not extend this Master License. The term of any Site License shall be 10 years, or coextensive with the Term of this Master License, whichever is longer. All Site Licenses terminate with the expiration or termination of this Master License. 6. Compensation 6.1 One -Time Fees. The City activities described in subsections 6.1.1 and 6.1.2 below are "One -Time Fees". The City shall track its time spent reviewing the Company submittals for Site Licenses and associated permit activities described in subsections 6.1.1 and 6.1.2 below, and charge its hourly rate for each hour spent. The hourly rate for One -Time Fees shall be assessed and administered consistent with standard City practice and fee schedule(s) as currently adopted and subsequently amended or replaced, in a manner consistent with applicable law. 6.1.1. Master License Fee. Company shall be responsible for paying all actual and documented costs associated with City review and processing of this Master License and Site Licenses (or any amendment thereto) and/or the other administrative review, consultation and inspection described in this Master License, including review of Company submittals (the "License Fees"). Company shall have the right to amend the Site License to correct errors or provide additional information. 6.1.2. Permit Fees: Company shall be responsible for paying all actual and documented costs associated with City review, processing and inspection as part of all permit applications filed for the installation, modification, maintenance and removal of SWF. 6.2 Recurring Fee: 6.2.1. Rent. Company acknowledges that the FCC has adopted a Declaratory Ruling (FCC 18-133) that relates to the rent but that Declaratory Ruling is currently the subject of litigation. Subsections 6.2.2 and 6.2.3 govern the payment of rent and how it may be impacted by the coming into effect of the Declaratory Ruling and the resolution of related litigation during the Term and any Renewal Terms. Master License Agreement —Small Wireless Facilities Template pg. 5 85 6.2.2. During any period in which the Alternate Rent provisions in subsection 6.2.3 are not applicable, the Company shall pay Rent as described in this paragraph. For Site Licenses executed by both parties in 2019, Company shall pay to the City the base amount of $270.00 per calendar year for each City Pole covered by a Site License (i.e. Site Licenses may include more than one City Pole), and such base amount shall be increased on January 1 of each calendar year after 2019 by the Average CPI Increase, defined below (the "Rent"). For Site Licenses executed by both parties in 2020 and subsequent years, the base amount of rent shall commence at the Rent, as adjusted annually by the Average CPI Increase, to reflect the then -current rate. The first payment of Rent shall be paid on the Rent Commencement Date. Every payment of Rent, after the first payment, shall be due and payable in advance on January 1 of each calendar year throughout the term of each such Site License. There shall be no refunds of Rent paid due to the termination or expiration of the Master License for any reason. 6.2.3. Alternate Rent. In the event the relevant provisions of the FCC Declaratory Ruling cease to be effective by a final order, (for example, they are vacated or invalidated and have not been replaced by the FCC with an alternative provision setting a specific amount as Rent) and continuing for so long as no legal or regulatory requirement exists that would constrain or otherwise limit the Rent that the City may charge Company for the right to place small cells on the City Facilities, the parties agree that Rent shall increase to the fair market value for the use of the City Facilities as determined by the City ("Alternate Rent"). If the Company disagrees with the Alternate Rent amount, it may utilize the arbitration process described in RCW 35.21.860. The Alternate Rent shall be due 60 days after the date on which the City issues the fair market value rent calculation, or, if Company utilizes the arbitration process, then 60 days after the final arbitration decision regarding the amount of Alternate Rent, and may include rental amounts for the time period dating back to the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective. In the event that a subsequent legal or regulatory requirement becomes effective that would constrain or otherwise limit the Rent that the City may charge Company for the right to place small cells on the City's property in the public right-of-way, the parties agree that Alternate Rent shall again be adjusted to comply with such legal or regulatory requirement upon its effective date. The Alternate Rent shall be increased on January 1 of each calendar year by the Average CPI Increase. For Site Licenses executed by both parties in 2020 and subsequent years, the base amount of rent shall commence at the Alternate Rent, as adjusted annually by the Average CPI Increase, to reflect the then - current rate. Alternate Rent for the first calendar year of a Site License for each individual City Pole shall be pro -rated based on the number of days covered from the Rent Commencement Date to December 31. The first payment of Alternate Rent shall be paid on the Rent Commencement Date. Every payment of Alternate Rent, after the first payment, shall be due and payable in advance on January 1 of each calendar year throughout the term of each such Site License. There shall be no refunds of Alternate Rent paid due to the termination or expiration of the Master License for any reason. 6.2.4. The City agrees that, irrespective of whether the relevant provisions of the FCC Declaratory Ruling (FCC 18-133) ceases to be effective, no Alternate Rent shall be due for any periods during which the relevant provisions of the FCC Declaratory Ruling were in effect. However, if Company has paid Rent pursuant to the provisions of subsection 6.2.2 above for a calendar year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to 8Waster License Agreement —Small Wireless Facilities Template pg. 6 be effective during the same calendar year, the Company shall pay the difference between the Rent and the Alternate Rent for the period from the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective, until December 31 of that year ("Rent Adjustment"). Such Rent Adjustment shall be paid to City on January 1 of the following year. 6.2.5. "Average CPI Increase" means the rolling 5 year average annual percentage increase in the Consumer Price Index for All Urban Consumers (Seattle -Tacoma- Bellevue, WA) (CPI-U) preceding the January 1 when the increase is being applied to the Rent and the Alternate Rent, calculated by adding the annual percentage increases reported by the U.S. Bureau of Labor Statistics as of October of the relevant years, dividing by five, and rounding to the nearest tenth of a percent. For example, the Average CPI Increase calculated for adjusting Rent/Alternate Rent on January 1, 2019 is 2.4% (based on the average of the following annual increases: October 2018 at 3.1 %; October 2017 at 3.0%; October 2016 at 2.4%; October 2015 at 1.2%; and October 2014 at 2.1%, yielding 2.36%). 6.2.6. Rent or Alternate Rent shall be delivered or mailed to the Tukwila Finance Department located at: 6200 Southcenter Boulevard, Tukwila, WA 98188. Rent payment must reference the City Pole Identifier, Company's site ID# and Site License Permit Number. 6.2.7. Receipt of any Rent or Alternate Rent by the City, with knowledge of any breach of this Master License by Company, or of any default on the part of Company in the observance or performance of any of the conditions or covenants of this Master License, shall not be deemed a waiver of any provision of this Master License. 6.2.8. If any sums payable to City under this Master License are not received by the City on or before the loth day following its due date, Company agrees to pay a late fee of 5% of the unpaid Rent or Alternate Rent for all Site Licenses for which payment was not received. Where a check is returned to the City by a bank or other financial institution with the indication that the check cannot be honored, there shall be a fee assessed to Company based on the current statutory maximum allowed. City and Company agree that such charges represent a fair and reasonable estimate of the costs incurred by City by reason of late payments and uncollectible checks, and the failure by Company to pay any such charges by no later than 30 days after Company's receipt of written demand therefore by City shall be a default under this Master License. City's acceptance of less than the full amount of any payment due from Company shall not be deemed an accord and satisfaction, waiver, or compromise of such payment unless specifically agreed to in writing by City. 7. Taxes, Assessments and Utilities In addition to the Rent, Company shall pay when due directly to the applicable authority all applicable taxes arising with respect to Company's activities and business under this Master License including, without limitation, paying to the City the utility tax as defined in TMC Chapter 3.50 and any other taxes, fees, charges or assessments that may be due. Master License Agreement —Small Wireless Facilities Template pg. 7 87 8. Permits 8.1. Prior to performing any construction, maintenance or repair work on the City Facilities, the Company shall secure all necessary federal (including any FCC or FAA requirements), state and local licenses, permits and approvals, including but not limited to, a Franchise Agreement, land use permits/approvals as required, ROW Use permits, traffic control plans, proof of agency and permits for the construction and operation of the SWF or installation of a replacement pole (collectively referred to hereinafter as "Government Approvals") at its sole expense. No Government Approval shall be considered a substitute for a City approval required by this Master License, and no approval granted under this Master License shall be considered a Government Approval. 8.2. Company must obtain Governmental Approvals for each Site License prior to the commencement of any build -out of the SWF and within 12 months after the effective date of the Site License. The Site License shall automatically terminate on the expiration of such 12 month period if the necessary Government Approvals are not obtained; provided, however that such 12 month period may be extended upon approval by the City, which approval shall not be unreasonably withheld, delayed or conditioned. 9. Non -Interference with City Facilities 9.1. Outside the use of the City Facilities for the City's primary service obligations and historic uses, and as required for public health and safety, the City shall not use the City Facilities, that are subject to any Site License in any way that materially interferes with the operations of Company authorized by such Site License. Such interference shall be terminated within 72 hours of written notice. Notwithstanding the foregoing, nothing in this Section shall be construed to imply that Company is seeking or entitled to a license with the City that will interfere with the primary service obligations and historical or planned uses of the City Facilities by the City. 9.2. To the extent any SWF interferes or disturbs equipment owned by any third party, Company shall notify such third party directly and shall make good faith efforts to resolve the matter with such third party prior to involving the City. 10. Interference 10.1. Company shall not place SWF in any manner or in any location that would cause degradation in the operation or use of communications systems, data/telemetry, or street lighting at the City Facilities which serve the City or other pre-existing users, including but not limited to Puget Sound Emergency Response Network (PSERN) or its successor entity. This would include but not be limited to impacting the received or transmitted signal strength or patterns of any systems at the site serving the needs of the City. If such interference has not been corrected within 30 days of Company's receipt of the initial written notice from the City, Company or City may terminate the applicable Site License, or terminate the Site License to the extent applicable to the interfering SWF, upon 30 days' written notice to the other party and neither party shall 88Master License Agreement —Small Wireless Facilities Template pg. 8 have any further obligations or responsibilities under the Site License. Notwithstanding anything else in this Section, if at any time the operation of SWF interferes with the reception or transmission of public safety communications, Company shall immediately cease operation of the interfering SWF until such time as the interference is corrected. 10.2. In the event of an emergency or to protect the public health or safety, prior to the City accessing or performing any work on a City Facility on which Company has installed SWF, City may require Company to deactivate such SWF if any of the City's employees or agents must move closer to the SWF than the Federal Communication Commission ("FCC") recommended minimum distance. In such case, the City will contact Company as per Exhibit B to request immediate deactivation. Company's SWF shall include an emergency override switch for use by the City that would turn off the system in case of a public safety emergency that presents the threat of immediate and irreparable harm, such that notification to Licensee is not feasible or practical. Once the work has been completed and worker(s) have departed the exposure area, the party who accomplished the power -down shall cause power to be restored and inform the Company as soon as reasonably possible that power has been restored. 10.3 Notwithstanding anything to the contrary in this Master License, the parties acknowledge that: (a) the non-interference rules, regulations and policies of the Federal Communications Commission apply to this Master License; and (b) if Company informs City that a subsequent use is creating irreconcilable interference, and the City is in privity of contract with such subsequent user, the City will use commercially reasonable efforts to assist Company in resolving such interference, which assistance may include requesting that the user modify or remove its equipment to eliminate the interference. 11. Compliance with Laws, Hazardous Materials 11.1. Company shall, at all times and at its sole responsibility and expense, comply with all applicable Laws relating to the installation, operation, maintenance, repair and/or removal of the SWF, including FCC regulations for compliance with limits on human exposure to radio frequency (RF) emissions. Company shall defend, indemnify and hold harmless the City and its employees and agents against any claims arising from any violations by Company, its agents or employees, of any such Laws. The indemnity provision of this paragraph shall survive the termination or expiration of this Master License. 11.2. RF Exposure Compliance. Company's SWFs must comply with all standards and regulations of the FCC and any other state or federal government agency with the authority to regulate exposure to radio frequency (RF) emissions. Company or its representative shall include in any application for a Site License certification that the SWF(s) will comply with applicable RF emissions limits, and at the City's written request, must conduct on -site post -installation RF emissions testing in accordance with applicable rules, and certify actual compliance with the applicable RF emissions limits for general population/uncontrolled RF exposure, and provide a copy of such post -installation compliance report to the City. Master License Agreement —Small Wireless Facilities Template pg. 9 89 11.3. Company shall not use the City Facilities for any illegal purposes nor violate any applicable law, nor cause or permit any nuisance, nor trespass, nor do any act on the City Facilities that would increase the rate of insurance thereon; nor deface, damage or overload the structural components of any structures or City Facilities. 11.4. Company shall not cause or permit any Hazardous Materials (defined below) to be brought upon, stored, used, released or disposed of on the City Facilities that would cause the City Facilities to be in violation of any applicable Laws or would require remediation or correction to the City Facilities. 11.5. "Hazardous Materials" means any dangerous, toxic or harmful substance, material or waste that is or becomes regulated by any local government authority, the State of Washington, or the United States Government due to its potential harm to the health, safety or welfare of humans or the environment. Company shall be responsible for all spills or other releases of any Hazardous Materials that may occur on the City Facilities arising out of Company's activities or caused by the Company, its employees, contractors, subcontractors, or invitees; and, at Company's cost, shall promptly conduct any investigation and remediation as required by any applicable Laws, at Company's sole cost. 11.6. Company shall indemnify, defend and hold harmless the City from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses, including without limitation, diminution in the value of the City Facilities, damages for loss or restriction of use of the City Facilities, and sums paid in settlement of claims, reasonable attorneys' fees, consultant and expert fees, investigation, clean-up, remediation or other costs incurred or suffered by the City, arising out of any use, storage, release or disposal of Hazardous Materials by Company, its employees, contractors, subcontractors, or invitees. This indemnification shall survive the termination or expiration of this Master License. 12. Make Ready 12.1. Company shall bear all costs for all Make -Ready work, including installing SWF and replacing or retrofitting existing City Facilities. Such costs shall include, but are not limited to, costs for dismantling or removal of the existing City Facilities and appurtenances in compliance with the TMC, removal and replacement of foundation, replacement streetlight, replacement of junction boxes to non-skid boxes, additional conduit if needed, and geotechnical analysis (as appropriate for soil and foundation stability, etc.), replacement of hardscape, vegetation or other existing urban design features impacted by the work. Any such replacement shall be subject to prior approval by the City and approved as part of the Site License. If Company or a person other than City or Company acting on Company's behalf would have to rearrange or adjust any of its facilities in order to accommodate SWF, Company shall be responsible, at Company's sole expense, to coordinate such activity. Company shall be responsible for directly paying such other person for its charges for the same. 90master License Agreement —Small Wireless Facilities Template pg. 10 12.2. The SWF shall be conditioned on the completion of all Make -Ready Work needed to establish full compliance with NESC, and with City's regulatory rules and engineering and plan standards. If Company is requested by another person, in comparable circumstances, to relocate or adjust any SWF to accommodate that person's facilities, subject to City's written approval of such relocation, Company shall reasonably cooperate with such request, at no cost to Company. 12.3. Within 20 business days of completing Make Ready, Company shall notify City of such completion. 12.4. Upon inspection and acceptance by the City, the Company agrees to assign ownership of any replacement pole (together with the foundation and related access conduits, handholds, etc.) to the City, and prepare any ancillary documentation or agreement. City may require Company to deliver written evidence (reasonably acceptable to the City) of the deed of dedication of the replacement pole (together with the foundation and related access conduits, handholds, etc.), along with the assignment of any warranties applicable to the replacement pole, including, without limitation, manufacturer's, installation, and other service provider warranties. 12.5. Where City approves the installation of a replacement pole, the pre-existing pole and foundation must be removed, to the extent required by the City, by Company within 30 days after the installation of the replacement pole and restored to a condition equal to or better than existed prior to such removal. 13. Companv Maintenance 13.1. Company shall, at its sole cost and expense and to the reasonable satisfaction of the City: (a) remove, repair or replace any of its SWF that is damaged or becomes detached; and/or (b) repair any damage to the ROW, City Facilities, or other property, whether public or private, caused by Company, its agents, employees or contractors in their actions relating to attachment, operation, repair or maintenance of SWF. Company shall complete such removal, repair, or replacement within 30 days of receipt of the City's written notice. 13.2. Company shall perform any SWF normal/regular maintenance consistent with the terms of its programmatic ROW Use Permit during such hours that will minimally interfere with the City's primary use of the City Facilities; provided further that Company shall be permitted access to the SWF without being required to give notice in the event of an emergency, provided that the Company shall submit to the City, no later than 15 days after the emergency, a written report describing the emergency and the reason(s) why immediate access to the City Facilities was required. In the event of. (i) a public emergency, such as, but not limited to, road failure, evacuation, natural disasters, hazardous substance spills, fatal accidents; and/or (ii) during City use at the City Facilities, Company's access may, at the reasonable discretion of the City, be temporarily limited or restricted; provided, that any temporary limitation or restriction in Company's access shall be restored as soon as the circumstances shall allow, as determined by the City, in its sole discretion. Master License Agreement —Small Wireless Facilities Template pg. 11 9 13.2.1. Company shall designate a Network Operations Center (NOC), to serve as the primary point of contact for the City with regard to SWF maintenance and access. The contact information for such contact is attached hereto as Exhibit B. Company may modify the NOC or secondary contact information by providing notice to the City pursuant to Section 31.5. Company shall communicate and provide notice to the City staff designated on Exhibit B for all maintenance and access requirements. 13.2.2. Company shall meet with the City, and other telecommunications operators if necessary, upon request, to schedule and coordinate construction and maintenance of the City Facilities, site equipment and use of the ROW. 13.2.3. Outside of the City's regular business hours, Company shall be required to contact the on -call staff detailed on Exhibit B to make arrangements for City staff to provide access. Company shall be responsible for any costs incurred for the on -call time to respond to the after-hours access. Payment is due 60 days after receipt of invoice. 13.3. If Company does not remove, repair, replace, or otherwise remediate such damage to its SWF as required in Section 13.1, the City shall have the option to perform or cause to be performed such removal, repair, or replacement on behalf of Company and shall charge Company for the time and actual costs incurred by the City. If such damage causes a public health or safety emergency, as reasonably determined by the City in its sole discretion, the City may immediately and without notice perform reasonable and necessary repair or removal work on behalf of Company and will notify Company as soon as practicable; provided, such repair shall not include any technical work on the SWF. A public health and safety emergency for purposes of this section is defined as a condition as to immediately endanger the public right-of- way (such as obstructing the free passage of traffic) and/or the property, life, health, or safety of any individual. 13.4. Upon the receipt of a demand for payment by the City pursuant to this Section 13, Company shall within 30 days of such receipt reimburse the City for such costs. 13.5. The terms of this Section 13 shall survive the expiration, completion or earlier termination of this Master License. 14. Repairs by City: Increased Maintenance Costs: Emergency Situations 14.1. Notwithstanding Sections 12 and 13, the City reserves the right to make alterations, repairs, additions, removals and improvements to all or any part of the City Facilities for any operational purpose. City shall make a good faith effort to give Company 72 hours prior notice of any City work if such work will impair the operation of the SWF. Such notice shall be given to the Company pursuant to Section 31.5. Further, City shall allow a representative of Company to observe the work and City shall take reasonable steps not to disturb Company's normal use of the SWF. Company's use of the City Facilities may not impede or delay City's authority and ability to make any changes to the City Facilities necessary to maintain street lighting or to continue with the historic purpose of the City Facilities. 92Master License Agreement —Small Wireless Facilities Template pg. 12 14.2. City shall have no duty to Company to make any repairs or improvements to the City Facilities. City is not responsible for any third -party damage to SWF. 14.3. The City retains the right and privilege to take proper emergency measures, as the City may determine to be necessary, appropriate, or useful in response to any public health or safety emergency. If the City becomes aware of an emergency before the Company, then the City shall notify Company by telephone or e-mail promptly upon learning of the emergency and shall exercise reasonable efforts to avoid an interruption of Company's operations. 14.4. The City will not be liable in any manner, and Company hereby waives any claims, for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of the City's access to the SWF, including the removal of SWF from a City Facility in an emergency, except damage resulting directly and exclusively from the sole negligence or willful misconduct of the City or its agents and not contributed to by the acts, omissions, or negligence of Company, its agents, or contractors. 14.5. Company will turn antennas and other SWF producing radio frequency off, or authorize the City to do so, when the City performs any work on the City Facility. The City will endeavor to provide Company 72 hours advanced oral notice to Company of maintenance and installation work with estimated outage time and required power -down of the SWF. If the Company fails to turn off the SWF producing radio frequency, the City may take reasonable steps to turn them off. 14.6. City shall not be liable for any damages to any person or property, nor shall Company be relieved from any of its obligations under this Master License, as a direct or indirect result of temporary interruption in the electrical power provided to the City Facilities. Under no circumstances shall City be liable for indirect, special, incidental, or consequential damages resulting from such an interruption. 14.7. If the City, while making any repairs or improvements to City Facilities as described by this section, or conducting such emergency work as described by this Section, should incur any extra costs derived from the presence of SWF, then Company shall reimburse City for all reasonable costs associated therewith within 30 days of receipt of an invoice detailing costs. 15. Sub -licensing, Subleasing and Assignment by Company 15.1. The rights and privileges granted to Company as provided in this Master License may not be assigned or transferred to any other entity without written approval of the City, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that upon written notice to the City, Company may assign or transfer the rights and privileges granted herein to any parent or subsidiary of Company, to an entity with or into which Company may merge or consolidate, to an entity which controls, is controlled by, or is under common control with such entity or to any purchaser of all or substantially all of the assets of Company in the market defined by the FCC in which the City Facilities are located without the requirement for City approval, so long as the successor provides written notice to the City that it is then fully Master License Agreement —Small Wireless Facilities Template pg. 13 93 liable to the City for compliance with all terms and conditions of this Master License. The Company shall reimburse the City for all reasonable costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Master License. 15.2. Company may assign this Master License in whole or in part for collateral security purposes. The Company shall provide prompt, written notice to the City of any such assignment. In the case of transfer or assignment as security by mortgage or other security instrument in whole or in part to secure indebtedness, such consent (which City may withhold in its discretion) shall not be required unless and until the secured party elects to realize upon the collateral. In no event shall the City be required to obtain lender consent or to notify any lender to access the equipment or exercise any of its remedies in event of default. 15.3. Company need not own all components of SWF subject to this Master License, and may permit its customers to maintain ownership of disparate SWF components. However, (1) all SWF must be wholly under the control and management of Company; and Company shall be liable for all acts or omissions, and all harms associated with the SWF whether the same are its acts or omissions, or the acts or omissions of the owner of the SWF; (2) Company acknowledges and agrees that no rights of ownership in SWF by Company's customers shall permit any such customer to enter upon, or use any portion of the City' Facilities or the SWF, in any other manner or at any other place, including to add to, or modify or install SWF, which shall be Company's sole responsibility; and (3) in no event shall the City be required to obtain the consent or approval, or to provide any notice to any person or entity other than the Company related to this Master License. 16. Sub-LicensinE, and Assignment by City 16.1. Should the City sell, lease, license, transfer, or otherwise convey all or any part of the City Facilities that are the subject of this Master License to any transferee other than Company, such transfer shall be subject to this Master License. 16.2. The City retains the right to license or enter into any type of agreement for any portion of the City Facilities for any reason, including but not limited to, co -locating wireless facilities, provided such use will not unreasonably interfere with the Company's use of the City Facilities. 16.3. The City may transfer and assign its rights and obligations hereunder and no further liability or obligation shall thereafter accrue against the City hereunder, provided that the assignee or transferee assumes, in writing, all of the City's obligations under this Master License, which shall remain in full force and effect. 94Master License Agreement —Small Wireless Facilities Template pg. 14 17. Improvements. Fixtures and Personal Property, Inspection by City 17.1. The Parties agree that, notwithstanding any provision of statutory or common law, the SWF shall not become affixed to or a part of the City Facilities or any structure on the City Facilities, but shall remain the exclusive property of the Company. 17.2. Prior to installing any new SWF or other improvements on the City Facilities after the Effective Date or the effective date of any Site License, Company shall submit to the City for approval such information regarding the proposed work as the City may request, including, without limitation, plans and specifications of the planned modifications and Company's proposed schedule, for the City's written approval, and these plans shall include the results of the RF emissions tests consistent with the requirements of this Master License. 17.3. Prior to commencing any construction activities on the City Facilities, Company shall secure approval of the modifications and work schedule by the City, which approval shall not be unreasonably withheld, delayed or conditioned. During any construction activities by Company on the City Facilities, representatives of the City shall have the right to inspect any and all improvements and to require reasonable revisions to the Company's improvements to ensure that the respective uses of the City Facilities are compatible. 17.4. Any revisions to equipment after initial installation shall require an amendment to the Site License and payment of an Administrative Fee based on the hourly rates then in effect pursuant to the adopted fee schedule. Payment of this fee shall be due 30 days after receipt of invoice. Approval of the City under this Master License to such modifications does not relieve Company from obtaining permits and/or Governmental Approvals as necessary to commence such modifications. Replacement of like parts or modification during maintenance and repair is acceptable without specific approval under this Master License provided that: (a) such like -for - like replacement or modification does not change the visual appearance or size, or increase weight or noise of the SWF; and (b) Company provides written notice explaining in reasonable detail the nature of the parts replacement and/or other modifications within 10 business days of occurrence, including certification that the level of RF emissions exposure from the SWF remains within the limits for general population/uncontrolled population exposure. At the City's written request, Company must conduct a new on -site RF emissions testing in accordance with applicable rules, and certify actual compliance with the applicable RF emissions limits for general population/uncontrolled RF exposure, and provide a copy of such updated compliance report to City. 17.5. The City may from time -to -time access the City Facilities to inspect any work done by Company to ensure compliance with the approved plans and specifications, to require reasonable revisions to ensure that the respective uses of the City Facilities are compatible. This right shall not impose any obligation upon the City to make inspections to ascertain the safety of Company's improvements, SWF, or the condition of the City Facilities. Master License Agreement —Small Wireless Facilities Template pg 15 95 18. Destruction of or Damage to the City Facilities 18.1. If the City Facilities or any structure on the City Facilities is destroyed or damaged by fire or casualty so as to render the City Facilities and/or SWF unfit for use by the Company, and if in the reasonable judgment of the City or Company, the damage cannot be repaired within 90 days following the date of such damage, either party may terminate the applicable Site License upon written notice to the other party, whereupon the Site License shall terminate on the date of such notice and Company shall surrender the effected City Facilities to the City within 90 days. Within 15 days after such damage, City shall notify Company as to whether the City expects to complete such repair within 90 days. If the City Facilities are damaged by fire or casualty, but not rendered wholly unfit for use, Company may elect promptly to repair such damage to its SWF. City shall not be liable to Company for any direct or indirect or consequential damages including but not limited to inconvenience, annoyance, or loss of profits, nor for any expenses, or any other damage resulting from the repair of such damage. Further, City shall not be responsible for any repair, modification, arranging, or rearranging of any portion of the City Facilities or for the termination of the Site License as provided herein, unless the damage was caused by the willful misconduct or negligence of the City. Rent for the affected SWF shall abate until Company is able to occupy the applicable City Facilities. 18.2. In the event the City Facilities are rebuilt and/or repaired as outlined above, the City shall consider other temporary locations on the City Facilities at the City's sole discretion. If an area is approved by both the City and Company, Company may construct, operate and maintain its SWF until the City Facilities are fully restored and operational. During the use of the temporary location, Rent shall continue and be payable to the City. 19. Condemnation If all or any portion of the City Facilities is needed, taken, vacated, conveyed, or condemned for any public purpose such that the Company cannot use its SWF on the City Facilities, either party may terminate the applicable Site License. All proceeds from any taking or condemnation of the Site or City Facilities shall belong and be paid to the City. Company shall have all rights to its SWF, which shall not be included in any taking or condemnation. 20. Insurance 20.1. At Company's sole cost and expense, Company shall maintain throughout the term of this Master License insurance as set forth in the Franchise Agreement adopted by Tukwila Ordinance No. {insert mmnbcr, incorporated herein. 20.2. No more than once per each Renewal Term period, the City may require increases in said coverage by written notice to Company, as the City deems reasonably necessary generally consistent with industry standards. Waster License Agreement —Small Wireless Facilities Template pg. 16 20.3. Company's maintenance of insurance as required by this Section 20 shall not be construed to limit the liability of Company to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or equity. Further, Company's maintenance of insurance policies required by this Master License shall not be construed to excuse unfaithful performance by Company. 21. Hold Harmless 21.1. The City and its employees and agents shall not be liable for injury or damage to any persons or property, including City Facilities, resulting from the installation, operation or maintenance of the SWF on the City Facilities, except to the extent caused by City's sole negligence or willful misconduct. 21.2. Company releases, covenants not to bring suit, and agrees to indemnify, defend, and hold harmless the City, its officers, employees, agents, and representatives from any and all claims, costs, judgments, awards, or liability to any person, for injury or death of any person, or damage to property caused by or arising out of any acts or omissions of Company, its agents, servants, officers, employees and contractors in the performance of this Master License and any rights granted within this Master License, or the presence of the SWF itself, except to the extent such claims, costs, judgments, awards, or liability are the result of the City's sole negligence or willful misconduct. 21.3. Inspection or acceptance by the City of any work performed by Company at the time of completion of construction shall not be grounds for avoidance by Company of any of its obligations under this Section. These indemnification obligations shall extend to claims that are not reduced to a suit and any claims that may be compromised. 21.4. The City shall promptly notify Company of any claim or suit and request in writing that Company indemnify the City. City's failure to so notify and request indemnification shall not relieve Company of any liability that Company might have, except to the extent that such failure prejudices Company's ability to defend such claim or suit. 21.5. Company may choose counsel to defend the City at Company's sole expense subject to this Section 21, provided the City consents to the Company's choice of counsel, which consent shall not be unreasonably withheld. In the event that Company refuses the tender of defense in any suit or any claim, as required pursuant to the indemnification provisions within this Master License, and said refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter), to have been a wrongful refusal on the part of Company, Company shall pay all of the City's reasonable costs for defense of the action, including all expert witness fees, costs, and attorney's fees, and including costs and fees incurred in recovering under this indemnification provision. If separate representation to fully protect the interests of both parties is necessary, such as a conflict of interest between the City and the counsel selected by Company and approved by the City to represent the City, then upon the prior written approval and consent of Company, which shall not be unreasonably withheld, the City shall have the right to employ separate counsel in any action or proceeding Master License Agreement —Small Wireless Facilities Template pg. 17 97 and to participate in the investigation and defense thereof, and Company shall pay the reasonable fees and expenses of such separate counsel. The City's fees and expenses shall include all out- of-pocket expenses, such as consultants and expert witness fees, and shall also include the reasonable value of any services rendered by the counsel retained by the City (including the use of in-house counsel). Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any such claim and the relevant records of each party shall be available to the other party with respect to any such defense. 21.6. The parties acknowledge that this Master License is subject to RCW 4.24.115. Accordingly, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Company and the City, its officers, officials, employees, and volunteers, Company's liability shall be only to the extent of Company's negligence. It is further specifically and expressly understood that the indemnification provided constitutes Company's waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 21.7. Company acknowledges and agrees that Company bears all risks of loss or damage or relocation or replacement of its SWF from any cause, and the City shall not be liable for any cost of replacement or of repair to damaged SWF, including, without limitation, damage caused by the City's removal of the SWF, loss of line of sight path, activities conducted by the City, its officers, agents, employees, volunteers, elected and appointed officials, or contractors, except to the extent any such damage or destruction is caused by or arises from any negligent, willful misconduct, or criminal actions on the part of the City, its officers, agents, employees, volunteers, or elected or appointed officials, or contractors. Company releases and waives any and all such claims against the City, its officers, agents, employees, volunteers, or elected or appointed officials, or contractors. 21.8. Company shall indemnify, hold harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages and lost profits, brought by or under users of the SWF as the result of any interruption of service due to damage or destruction of the SWF caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors, or any third parties, except to the extent any such damage or destruction is caused by or arises from the sole negligence, willful misconduct, or criminal actions on the part of the City, its officers, employees, or elected or appointed officials. This limitation of liability shall apply even if City is advised of the possibility thereof, whether such damages arise out of breach of contract, breach of warranty, negligence, strict liability or any other theory of liability and whether such damages were foreseeable or not at the time this Master License was executed. 21.9. Neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 98Master License Agreement —Small Wireless Facilities Template pg. 18 21.10. The provisions of this Section 21 shall survive the expiration, revocation, or termination of this Master License. 22. Performance Bond Company shall furnish a surety bond or bonds, in form reasonably acceptable to City, covering faithful performance of this Master License and payment of all obligations arising thereunder, including but not limited to proper construction, long-term facility maintenance, rent, timely removal of equipment and restoration. The bond shall be in force during the entire term or subsequent extensions or month -to -month tenancies. The performance bond for this Master License shall not only indemnify City for the usual performance provisions of this Master License, but in addition shall be a bond to guarantee payment of any and all tax liability of any type, kind, nature or description due as a result of this Master License. Said performance bond shall be issued to City prior to the issuance of any approvals for the construction of its SWF on the City Facilities. If City so uses or applies any portion of the performance bond, Company shall, upon notice, restore the performance bond to the full amount above specified, and Company's failure to do so shall constitute a material breach of this Master License. This performance bond shall be in addition to any construction or maintenance bonds imposed by the City as part of its permitting process. This performance bond shall remain in place until all of Company's SWF has been removed by Company unless otherwise permitted to remain by City. The amount of the bond shall be $100,000. 23. Nondiscrimination Company, for itself, its successors, and assigns as a part of the consideration hereof, does hereby covenant and agree to comply with all civil rights and anti -discrimination requirements of Laws applicable to the City Facilities, including, without limitation, Chapter 49.60 RCW and Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the U.S. Department of Transportation —Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, the City shall have the right to terminate the Master License and to re-enter and repossess the City Facilities, and hold the same as if said Master License had never been made or issued. 24. Site License Application Process 24.1. Prior to installation of any SWF on a City Facility, the Company shall first obtain a Site License issued by the City. To request a Site License, Company shall submit the Franchise Utility Site License Application in the form attached as Exhibit A, executed by Company and accompanied by all of the submittal requirements specified by the City of Tukwila Public Works Department. The Site License must include Company's certification that the plans submitted comply with the Design Requirements, if required. Master License Agreement —Small Wireless Facilities Template pg. 19 99 24.2. As appropriate, City may in its discretion require Company to make design modifications in order to comply with the published design requirements, to address safety concerns, or applicable contractual, regulatory, or legal requirements or may ask additional questions as necessary to determine feasibility of use of the City Facilities, provided that such requirements are consistent with the TMC and with those applied to similar wireless installations on City Poles and Other City Structures installed by third parties, and applicable Law. Company shall make any required design modifications within 90 days of receipt of written notice from City. 24.3. The Site License and all attachments which are required to be submitted in conjunction therewith may be required to be provided in digital format. 24.4. If the City receives more than one Site License for the same City Pole or Other City Structure, then the license shall be awarded to the first Site License signed by both parties and for which the Company has submitted the first payment of Rent or Alternate Rent. 25. Default, City Remedies 25.1. Default The following occurrences shall each be deemed an "Event of Default" by Company, if any such occurrence continues beyond the applicable notice and cure period set forth in Section 27, below: 25.1.1. Failure to Pay. Company fails to pay any sum, including Rent or taxes, due under this Master License upon the due date. 25.1.2. Abandonment. Company's failure to remove SWF as further described in Section 29.3. 25.1.3. Insolvency. Immediately, upon written notice, if a receiver is appointed to take possession of Company's assets, Company makes a general assignment for the benefit of creditors, or Company becomes insolvent or takes a suffers action under the Bankruptcy Act. Waiver or acceptance by the City of any default of the terms of this Master License by Company shall not operate as a release of Company's responsibility for any prior or subsequent default. 25.1.4. Lapsed Governmental Approvals. Company fails to maintain or obtain any Governmental Approvals, through no fault of Company, required to install and operate SWF and continues to operate such SWF. 25.1.5. Failure to Maintain Insurance. Company fails to maintain appropriate insurance as required pursuant to the Franchise Agreement adopted by Tukwila Ordinance No. lii,iserl nili 1berl . 1 oyster License Agreement —Small Wireless Facilities Template pg. 20 25.1.6. Prohibited Assignment. Company assigns this Master License in violation of Section 15. 25.1.7. Interference. Company operates or maintains its SWF in a manner contrary to the interference obligations in Sections 9 and 10. 25.1.8. Improper Construction. Company constructs or installs SWF without first obtaining a Site License. 25.1.9. Failure to Construct or Install Per Approved Design. Company constructs, installs or modifies any SWF in any manner that does not comply with the requirements of the applicable Site License. 25.1.10. Ceases to Provide Telecommunications Services. That Company ceases to operate as a provider of telecommunications services under Federal Law. 25.1.11.Other Defaults. Company violates any material agreement, term or covenant of this Master License. 25.1.12. City Remedies. Subject to the cure period described in Section 27 below, the City shall have the following remedies upon an Event of Default. The City's rights and remedies under this License shall be cumulative, and none shall exclude any other right or remedy allowed by law. 25.1.13. Continuation of License. Without prejudice to its right to other remedies, the City may continue this License and applicable Site License Addendums in effect, with the right to enforce all of its rights and remedies, including the right to payment of Rent and other charges as they become due for the remainder of the then -existing term. City may elect, in its discretion, upon written notice to Company, to suspend processing or response of any/all Company requests, or granting of any/all approvals required of the City, with respect to any matter (or requested matter) pursuant to this License. 25.1.14. Termination of License. If Company's default is of such a serious nature in the City's sole judgment that the default materially affects the purposes of this License, the City may terminate this License. Termination of this License will affect the termination of all Site License Addendums issued under it automatically and without the need for any further action by the City. The City will have the right to make any terminated portion of the City Facilities available for use to other parties as of the effective date of the termination, even if SWF is still on the City Facilities. Upon termination of this License, Company will remain liable to City for damages in an amount equal to the Rent and other sums that would have been owed by Company under this License for the balance of the Initial Term or Renewal Term (as the case may be), provided that if Alternate Rent is being applied, then Company shall be liable to City for damages in the amount equal to the Rent and other sums that would been owed by Company under this License for the one (1) year period following the effective date of termination. Master License Agreement —Small Wireless Facilities Template pg. Z1 101 25.1.15. Termination of Site License Addendums. If an Event of Default specific to one or more Site License Addendums is not cured by Company within the applicable cure period, City may terminate such specific Site License Addendum(s). 25.1.16. Interest and Collection Costs on Past Due Monetary Obligations. If Company fails or refuses to pay any of its payment obligations due under this License (including without limitation any Site License Addendum) on the due date, then Company is obligated to pay and shall immediately pay interest on amount due calculated at the lesser of ten percent (10%) per annum or the highest rate of interest allowed under applicable law. Interest shall be calculated on a per day basis commencing on the due date and continuing until paid in full. If Company fails or refuses to any or all amounts due upon written demand, then Company shall be liable to pay all collection costs and reasonable attorneys' fees incurred with respect thereto. Notwithstanding any other provision of this agreement, the accrual of interest on past due monetary obligations is automatic and does not require the giving of notice. 25.2 City Default and Company Remedies. City shall be deemed in default of this Master License if it violates any material agreement, term or covenant of this Master License and does not cure such violation within the cure period described in Section 27, below. Upon the Event of Default by City, Company may terminate this Master License and any applicable Site License. 25.3. City Remedies. Subject to the cure period described in Section 27, below, the City shall have the following remedies upon an Event of Default. The City's rights and remedies under this Master License shall be cumulative, and none shall exclude any other right or remedy allowed by law. 25.3.1. Continuation of Master License. Without prejudice to its right to other remedies, the City may continue this Master License and applicable Site Licenses in effect, with the right to enforce all of its rights and remedies, including the right to payment of Rent and other charges as they become due for the remainder of the then -existing term. Until a default is cured, City may elect, in its discretion, upon written notice to Company, to suspend processing or response of any/all Company requests, or granting of any/all approvals required of the City, with respect to any matter (or requested matter) pursuant to this Master License. 26. Termination of Site License. In addition to the parties' rights contained in Section 25 (upon the occurrence of an Event of Default), the parties have the additional termination rights contained in this Section 26. 26.1. City's Termination Rights. Subject to the cure provision of Section 27, the City has the right to terminate any Site License if the City determines that Company's exercise of its rights under this Master License: 1 M2ster License Agreement —Small Wireless Facilities Template pg. 22 26.1.1. Interferes with the City's use of the City Facilities and/or the structures on the City Facilities for the municipal purposes for which the City owns and administers such structures/site, which may include the necessity to widen a street or for other municipal projects that result in removing the streetlight. 26.1.2. Poses an immediate and ongoing threat to public health or safety or constitutes a public nuisance. 26.1.3. Unreasonably interferes with the use of the City Facilities or structures thereon by a governmental agency with which the City has an agreement to provide services to the City, e.g. PSERN or its successor entity. 26.1.4. That Company ceases to operate as a provider of telecommunications services under federal law. In such a situation the City shall have the option, in its sole discretion and upon 6 months' written notice to Company, to terminate this Master License and to require the removal of the SWF from the City Facilities, pursuant to Section 29, including the cost of any site remediation, at no cost to the City. 26.1.5. Notwithstanding the above and not subject to the Cure provisions listed under Section 27, the City shall have the following additional termination rights: a. Immediate Removal. Notwithstanding the above, the City, may in its sole discretion, determine that exigent circumstances require immediate removal of SWF from a City Pole or other City Structure. Such exigent circumstances may only include reasons of public health, safety or the need to provide street lighting. Company shall remove its SWF within 48 hours' notice, unless such longer period is provided by the City. The applicable Site License will terminate upon the removal of the SWF. b. Immediate Deactivation. Notwithstanding the above, if the Company attaches, installs, constructs or modifies SWF in any manner which exceeds the requirements of the Design Standards, the City may require the Company to deactivate the noncompliant Equipment upon 48 hours' notice, unless such longer period is provided by the City. c. Pole Removal. The City has the right to remove any City Facilities that it determines in its sole judgment is unnecessary for its municipal purposes (for example street light operations and any of the circumstances listed in Section 28.1). If the City decides to remove a City Facility, it shall provide Company with at least 60 days' written notice to remove its SWF from the City Facility. The applicable Site License will terminate upon the removal of the SWF. d. Pole Replacement. The City has the right to replace any City Facilities that it determines in its sole judgment is necessary for its municipal operations. If the City decides to replace a City Facility, it shall provide Company with at least 60 days' written notice to remove its SWF from the City Facility. At City's option the applicable Site License will terminate upon the removal of the SWF or City may allow Company, at Company's sole cost and expense, to relocate its SWF on the replacement pole. Master License Agreement —Small Wireless Facilities Template pg. 23 103 26.1.6. No Further Obligation. Upon termination under this Section 26, neither party will owe any further obligation to the other party provided that Company is not in arrears in making its Rent or other required payments; provided however that Company shall, at Company's sole cost, remove its SWF and restore the site to at least the condition in which it existed at the Rent Commencement Date or better, and provided that, if the City terminates this Master License pursuant to Section 26, the City shall, at Company's option, attempt to find alternative sites on other City property in order to allow Company to continue to provide service within the City Facilities as further described in Section 28. Further, to the extent that City received any pre -paid Rent related to the terminated Site Licenses, City shall refund such pre- payments to Company. 26.1.7. Termination by Company. The Company has the right to terminate any Site License upon 90 days' notice in the event Company determines in its sole discretion that it desires to discontinue use of the City Facilities for any reason whatsoever provided Company terminates according to this Section. 27. Cure Neither party shall be in default under this Master License until 30 days after receipt of written notice of default from the other; provided, however, where such default cannot reasonably be cured within 30 days, the defaulting party shall not be in default if it commences to cure such default within said 30 day period and diligently pursues cure to completion. 28. Relocation 28.1. Company understands and acknowledges that City may require Company to relocate, temporarily or permanently, one or more of its SWF installations. Company shall at City's direction and upon 90 days' prior written notice to Company, relocate such SWF at Company's sole cost and expense whenever City reasonably determines that the relocation is needed for any of the following purposes: (a) if required for the construction, modification, completion, repair, relocation, or maintenance of a City or other public agency project; (b) because the SWF is interfering with or adversely affecting proper operation of City owned poles, traffic signals, communications, or other City Facilities; (c) to protect or preserve the public health or safety; or (d) as described in Section 12. In any such case, City shall use reasonable efforts to afford Company a reasonably equivalent alternate location. If Company shall fail to relocate any SWF as requested by the City in accordance with the foregoing provision, City shall be entitled to remove or relocate the SWF at Company's sole cost and expense, without further notice to Company. Company shall pay to the City actual and reasonable costs and expenses incurred by the City in performing any removal work and any storage of Company's property after removal within 30 days of the date of a written demand and supporting documentation for this payment from the City. The City will promptly inform Company of the displacement or removal of any City Facility on which any SWF is located. 1 Q4aster License Agreement —Small Wireless Facilities Template pg. 24 28.2. In the event Company desires to relocate any SWF from one City Facility to another, Company shall so advise City and shall submit a Site License consistent with Section 24 for approval by City. 28.3. Company acknowledges that the signing of this Master License does not entitle the Company to assistance under the Uniform Relocation and Real Property Acquisition Policy (Ch. 8.26 RCW). 29. Removal of SWF Upon Termination 29.1. Within 90 days after the expiration or earlier termination of a Site License or this Master License, unless a shorter window of time applies under this Master License, Company shall promptly, safely, and carefully remove the SWF from the applicable City Facilities and shall restore the City Facilities to the condition in which they existed at the Rent Commencement Date or better. In the event that the Company replaced any City Pole with a "purpose-built" replacement pole, then upon expiration or termination of a Site License or this Master License, and upon request by the City, the Company shall, at Company's sole expense, replace the purpose built pole with a replacement pole meeting the current standard design and construction criteria of the City. Rent shall continue to accrue during any time period in which Company continues to have SWF on the City Facilities. Such obligation of Company shall survive the expiration or earlier termination of this Master License. If Company fails to complete this removal work pursuant to this Section 29, then the City, upon written notice to Company, shall have the right at the City's sole election, but not the obligation, to perform this removal work and charge Company for the actual and documented costs and expenses, including, without limitation, reasonable administrative costs. Company shall pay to the City actual and documented costs and expenses incurred by the City in performing any removal work and any storage of Company's property after removal within 45 days of the date of a written demand for this payment from the City. After the City receives the reimbursement payment from Company for the removal work performed by the City, the City shall promptly make available to Company the property belonging to Company and removed by the City pursuant to this Section 29 at no liability to the City. 29.2. If the City does not receive reimbursement payment from Company within such 45 days, or if City does not elect to remove such items at the City's cost after Company's failure to remove pursuant to this Section, or if Company does not remove Company's property within 45 days of such property having been made available by the City after Company's payment of removal reimbursement as described above, any items of Company's property remaining on or about the ROW, City Facilities, or stored by the City after the City's removal thereof may, at the City's option, be deemed abandoned and the City may dispose of such property in any manner by law. Alternatively, the City may elect to take title to abandoned property, and Company shall submit to the City an instrument satisfactory to the City transferring to the City the ownership of such property. Provided, however, that nothing contained within this Section 29 shall prevent the City from compelling Company to remove any such SWF through judicial action when the City has not permitted Company to abandon said SWF in place. Master License Agreement —Small Wireless Facilities Template pg. 25 105 29.3. The SWF, in whole or in part, may not be abandoned by Company without written approval by the City. Any plan for abandonment or removal of SWF must be first approved by the City, and all necessary permits must be obtained prior to such work. Notwithstanding the above, the City may permit SWF to be abandoned and placed in such a manner as the City may prescribe. Upon permanent abandonment, Company shall execute such necessary documents to transfer title to City. 29.4. Prior to removal of its SWF, Company shall notify the City in writing when the SWF has been removed and comply with any other requirements under Law. 29.5. The provisions of this Section 29 shall survive the expiration, revocation, or termination of this Master License. 30. Records, Audits 30.1. No more than once a year the City may require such information, records, and documents from Company from time to time as are appropriate to reasonably monitor compliance with the terms of this Master License. 30.2. Company shall provide such records within 30 days of a request by the City for production of the same unless additional time is reasonably needed by Company, in which case, Company shall have such reasonable time as needed for the production of the same, but no longer than 60 days. If any person other than Company maintains records on Company's behalf, Company shall be responsible for making such records available to the City. 30.3. Company shall be responsible for clearly and conspicuously identifying any records as confidential or proprietary and shall provide a brief written explanation as to why such information is confidential and how it may be treated as such under State or federal law. In the event that the City receives a public records request under Chapter 42.56 RCW or similar law for the disclosure of information Company has designated as confidential, trade secret, or proprietary, the City shall promptly provide written notice of such disclosure request pursuant to the City's City Clerk's rules so that Company can take appropriate steps to obtain injunctive relief to prevent disclosure of claimed confidential records. Nothing in this Section prohibits the City from complying with Chapter 42.56 RCW or any other applicable law or court order requiring the release of public records. City shall not be liable to Company for its good faith acts in determining release of records, including confidential records, is in compliance with any law or court order requiring the release of public records. The City shall comply with any injunction or court order obtained by Company and not stayed that prohibits the disclosure of any such confidential records; however, in the event a higher court overturns such injunction or court order and such higher court action is or has become final and non -appealable, Company shall reimburse the City for any fines or penalties imposed for failure to disclose such records as required hereunder within 60 days of a request from the City. 1 aster License Agreement —Small Wireless Facilities Template pg. 26 31. Miscellaneous 31.1. Modifications. This instrument contains all the agreements and conditions made between the parties hereto and may not be modified orally or in any manner other than by an agreement in writing signed by all parties thereto. No failure on the part of either party to enforce any covenant or provision herein contained, nor any waiver of any right hereunder, unless in writing signed by the waiving party, shall discharge or invalidate such covenant or provision or affect the right of either party to enforce the same in the event of any subsequent breach or default. 31.2. Broker's Fee. If Company is represented by a real estate broker or other agency in this transaction, Company shall be fully responsible for any fee due such broker and shall hold the City and its employees and agents harmless from any claims for a commission by such broker or agency. 31.3. Cooperation in Execution of Subsequent Documents. The City and Company agree to cooperate in executing any documents necessary to protect the rights of the parties granted by this Master License. 31.4. Headings. The headings to paragraphs or sections of this Master License are for convenience only and shall have no effect on the construction or interpretation of any paragraph hereof. 31.5. Notices. Except as otherwise designated in this Master License, any notice, request, demand, statement, or consent herein required or permitted to be given by either party to the other hereunder, shall be in writing signed by or on behalf of the party giving the notice and addressed to the other at the address(es) as set forth in Exhibit B. Each party may, by notice in writing, change its address for the purpose of this Master License, which address shall thereafter be used in place of the former address. Each notice, demand, request, or communication which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served, or sent for all purposes hereunder: (i) two business days after it shall be mailed by United States registered or certified mail, postage prepaid and return receipt requested, in any post office or branch post office regularly maintained by the United States Postal Service; (ii) upon personal delivery; or (iii) one business day after deposit with any recognized commercial air courier or express service. Any communication made by e-mail or similar method shall not constitute notice pursuant to this Master License. 31.6. Entire Agreement. This Master License and any attached exhibits constitute the entire agreement between the City and the Company; no prior written or prior contemporaneous or subsequent oral promises or representations shall be binding except that any subsequently adopted City policies and procedures for telecommunications/communications license agreements, Site Licenses and final applicable permits shall be binding on the parties. 31.7. Executed in Counterparts. This Master License may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. Master License Agreement —Small Wireless Facilities Template pg. 27 107 31.8. Governed by Laws of the State of Washington. This Master License shall be governed and construed by and in accordance with the laws of the State of Washington, without reference to its conflicts of law principles. 31.9. Venue. Company agrees that the venue of any action or suit concerning this Master License shall be in the State and Federal Courts located in King County, and all actions or suits thereon shall be brought therein. 31.10. Legal Fees. In any lawsuit between the parties with respect to the matters covered by the Master License, the prevailing party will be entitled to receive its reasonable attorney's fees and costs incurred in the lawsuit, in addition to any other relief it may be awarded. 31.11. Binding on Successors. This Master License shall be binding upon and inure to the benefits of the heirs, executors, administrators, successors and assigns of the parties. 31.12. Failure to Insist upon Strict Performance. The failure of either party to insist upon strict performance of any of the terms or conditions of this Master License shall not constitute a waiver thereof. 31.13. No Recording. Company shall not record any documents (such as, for example, a memorandum, lien, assignment or security interest) against City's title without City's express prior written approval which it may withhold in its sole discretion. 31.14. Business License. Prior to constructing any SWF or providing services within the City, Company shall obtain a business and/or utility license from the City. 31.15. Severability. The provisions of this Master License shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Master License shall be effective and binding upon the parties. 31.16. No Third Party Beneficiaries. It is not intended by any of the provisions of this Master License to create for the public, or any member thereof, a third -party beneficiary right or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Master License. 31.17 Change of Law. In the event that after this Master License becomes effective: (a) there is a change in or clarification of the Law which changes, broadens or clarifies the authority or obligations of the City or the Company with respect to any act permitted or authorized under this Master License; or (b) the State of Washington or any agency thereof or any agency of the Federal government require Company or the City to act in a manner which is inconsistent with any provisions of this Master License; or (c) any term, article, section, subsection, paragraph, provision, condition, clause, sentence, or other portion of this Master License, or its application to any person or circumstance, shall be held to be illegal, invalid or unconstitutional for any reason by any court or agency of competent jurisdiction; or (d) because of a change in circumstances, the City, at its sole discretion, believes that amendments to this Master License 1 Mter License Agreement —Small Wireless Facilities Template pg. 28 are necessary or appropriate, then the City and the Company agree to enter into good faith negotiations to amend this Master License so as to enable the City and Company to address, in a manner reasonably acceptable to the City and Company, such Master License or other development which formed the basis for the negotiations. The City and Company recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with Law, the intent, scope and purpose of this Master License. If the terms of this Master License are materially altered due to changes in or clarifications governing Law or due to agency rulemaking or other action, then the Parties shall negotiate in good faith to reconstitute this Master License in a way consistent with then -applicable Law in a form that, to the maximum extent possible, is consistent with the original scope, intent and purpose of the City and Company and preserves the benefits bargained for by each Party. 31.18. Survival. All of the provisions, conditions and requirements of Sections 11, 21, 25.1.16, 29, and 30 shall survive the expiration or termination of this Master License. 31.19 Force Majeure. Time periods for performance under this Master License shall be deemed extended day for day for time lost attributable to any delay resulting from any Event of Force Majeure. An "Event of Force Majeure" means any act of God, strike, or material or labor shortage, or other events, if the occurrence was not reasonably foreseeable by the party and is beyond the reasonable control of the party whose performance is required under this Master License. As soon as reasonably practicable following the date of commencement of an Event of Force Majeure, and within a reasonable time following the date of termination of an Event of Force Majeure, any party invoking it shall submit to the other party reasonable proof of the nature of the Event of Force Majeure, if the proof is not otherwise apparent due to the nature of the event, and of its effect upon the performance of that party's obligations under this Master License. Company shall, at all times, take commercially reasonable steps within its powers to: (a) prevent an Event of Force Majeure affecting the performance of Company's obligations under this Master License; (b) mitigate the effect of any Event of Force Majeure to the extent reasonably possible given the conditions; and (c) ensure resumption of the performance of this Master License as soon as practicable and continue compliance with its obligations under this Master License. Master License Agreement —Small Wireless Facilities Template pg. 29 109 IN WITNESS WHEREOF, the parties hereto have executed this Master License Agreement on the respective dates below indicated. CITY OF TUKWILA BY: Printed name Title: Date: APPROVED AS TO FORM: Office of the City Attorney STATE OF WASHINGTON COUNTY OF KING COMPANY NAME BY: Printed name Title: Date: I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the of to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. (SEAL) DATED this day of 120 (Signature) Notary Public Name as commissioned: My appointment 11 @aster License Agreement —Small Wireless Facilities Template pg. 30 STATE OF WASHINGTON COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the of to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. (SEAL) DATED this day of , 20 (Signature) Notary Public Name as commissioned: My appointment expires: Master License Agreement —Small Wireless Facilities Template p& 31 111 EXHIBIT A City of Tukwila Permit Number Department of Public Works 6300 Southcenter Boulevard, Suite 100 Tukwila WA 98188 (206) 433-0179 Franchise Utility Site License Application Small Wireless Facilities Name of Utility Master License Agmt No. / Exp. Date Street Address City / State / Zip Applicant Name Phone No. Field Contact Person Phone No. (office, cellular, etc.) License. This is a Site License as referenced in that certain Master License Agreement between The City and Utility Company (Company), dated ("License'). The purpose of the Site License is for the Company to reserve one or more City Facilities. This License is subject and subordinate to the terms and conditions of the Master License. In the event of a contradiction, modification or inconsistency between the terms of the Master License and this License, the terms of the Master License shall govern. Capitalized terms used in this License shall have the same meaning described for them in the Master License unless otherwise indicated herein. Term. The term of this License shall commence on the Rent Commencement Date and shall terminate upon the Master License termination unless earlier terminated by a party consistent with the Master License. Upon termination of the Master License and, consequently, this License, Company shall comply with all applicable Master License terms and conditions. Fees. Company understands it is required to timely pay any Administrative Fees due and payable for this Site License in accordance with the terms and conditions of the Master License and the Public Works Fee Schedule. Company shall pay Rent for Small Wireless Facility to be installed on each City Pole pursuant to this Site License in accordance with the Master License and the Public Works Fee Schedule. In addition, Company pay such additional fees and charges such as are required pursuant to the terms of the Master License. Application is hereby made by the above -referenced utility to the municipality of the City of Tukwila to perform work as noted below or as shown on attached drawing(s). A certification by the Company stating the plans submitted comply with the Design Requirements, if applicable, is required. As part of the work description, please indicate any lane closures that may be required and the desired lime(s) for same. Numbers: Other City Structures: 1 1 aster License Agreement —Small Wireless Facilities Template pg. 32 EXHIBIT A If work has not commenced within 90 calendar days from the date of approval as shown below, this permit shall be deemed closed and the requested City Poles and/or Other City Structures will be made available to other applicants. The applicant shall comply with all State and local laws or ordinances and the applicable Franchise Utility Agreement and Master License Agreement. Work performed under this permit shall adhere to the following: 1. 24 hours prior to construction, the contractor shall notify the Project Inspector at (206) 433-0179. 2. Prior to construction, all utilities in the vicinity shall be field located. NOTE: For City of Tukwila utility locates, call One -Call at 811 or 1-800-424-5555. Detours within the public right-of-way shall be in accordance with the current edition of the Manual on Uniform Traffic Control Devices. A traffic control plan shall be submitted for prior approval when requested by the Project Inspector. 4. For work within a public street, no open cut is allowed unless specifically approved. 5. The utility contractor shall carry a minimum of $2,000,000 liability insurance (personal injury, property damage), and be licensed in the State of Washington to carry out this kind of work. 6. Prior to removal of any vegetation, contact a planner in the Department of Community Development (206-431- 3670) as vegetation removal may require approval via a permit and replacement. Application Date: Intake Date Plan Revision Date: Initial Completeness Due: Intake+10 days Revised Review Due: City of Tukwila Initial Review Due: Approval Signature Date of Approval Name (Printed) Expiration of Site License Agreement Utility Company Applicant Signature Utility Company Name Applicant Name (Printed) Date of Application Applicant Title (Printed) Intake+90 days Master License Agreement —Small Wireless Facilities Template p& 33 113 Exhibit B Contact Information/Notices If to City: If to Company: City of Tukwila 6200 Southcenter Blvd Tukwila, WA 98188 ATTN: City Clerk With copies to: With copies to: City of Tukwila 6300 Southcenter Blvd, Ste 100 Tukwila, WA 98188 ATTN: Public Works Director For Emergencies: For Emergencies: City of Tukwila Public Works Telephone: (206) 433-0179 Fax: (206) 431-3665 6300 Southcenter Blvd, Ste 100 Tukwila, Washington 98188 City of Tukwila Maintenance Shops Telephone: (206) 431-1860 Fax: (206) 575-3404 600 Minkler Boulevard Tukwila, Washington 98188 City of Tukwila Police Department Telephone: (206) 433-1808 Fax: (206) 244-6181 6200 Southcenter Boulevard Tukwila, Washington 98188 1 JN*ster License Agreement —Small Wireless Facilities Template pg. 34 The Lighting Group - Julie Jurgens - jjurgens@lightinggroup.com Project: City of Tukwila, WA - Rev B November 6, 2019 Designs by: SV for Valmont Project #: 462486-p1 Page: 1 of 2 Description: Round Tapered Steel Pole - I V Diameter Steel Square Full Base Cover Luminaire: Custom DS60 Style Pipe Arm 36' Rise X 15' Max Length Fixture At 40'-6" Small Cell: Valmont Top Shroud - 4G option • 18' Diameter Valmont Square Structural Base Cabinet • 20' Square X 4' Tall 0 G�NG�P� O valmont.T STRUCTURES Copyright © Valmont Industries, Inc 2019. Pole assembly for illustrative purposes only. Actual details and sizing may vary. If noted "By Other' consult manufacturer for information. The Lighting Group - Julie Jurgens - jjurgens@lightinggroup.com roject: City of Tukwila, WA - Rev B ovember 6, 2019 Designs by: SV for Valmont Project #: 462486-p1 Page: 2 of 2 Description: Round Tapered Steel Pole - 12' Diameter Aluminum Classic Low Deco Base Luminaire: Custom DS60 Style Pipe Arm 36' Rise X 15' Max Length Fixture At 40'-6" Small Cell: Valmont Top Shroud - 4G option • 18' Diameter Valmont Side Mount Cabinet • 55" Tall X 20" Wide X 19" Deep G�NG�P� O F N( valmont.T STRUCTURES Copyright © Valmont Industries, Inc 2019. Pole assembly for illustrative purposes only. Actual details and sizing may vary. If noted "By Other' consult manufacturer for information. DESIGNS SUBJECT TO CHANGE UPON FULL ENGINEERING REVIEW OMNI ANTENNA T-2T1836Vx !UIPMENT LAYOUT v1ENSIONS: . x 36" aNIFIF MIL \V DIMENSIONS AREININCHES TOLERANCES: STRUCTURES FRACTIONAL: ANGULAR: MACH± BEND ± Valley, NE TWO PLACE DECIMAL ± (402) 359-2201 THREEPIACEDECIMAL t PROPRIETARY AND CONFIDENTWL TOERANCINGPRET PER:GEOMETRIC TOLERANCING PER: MATERIAL VALMONT INDUSTRIES, INC. RESERVES THE RIGHT TO INSTALL VARIOUS, FINISH ENGINEER APPROVED MATERIAL HANGING ACCOM.TODATIONSTO FACILRATETHE MANUFACTURING PROCESS DO NOT SCALE DRAWING JOB: CITY OF TUKWILA, WA NAME DATE TITLE: 4G TOP/5G SIDE CONCEALED POLE DRAWN MV 11,512919 CHECKED ENGAPPR. _AST SAVEC, mv709180 11/612019 SIZE DWG. NO. REV ILE LOCATION C:W,mW,7WIWDa B 462486-P1 p1ftj'FlM - LowA20191Tuh"ia, WAWEV BIMODELS SCALE:1:55 EIGHT: I SHEET 1 OF 1 00 44 —I 0 2'-3„ Is DESIGNS SUBJECT TO CHANGE UPON FULL ENGINEERING REVIEW OMNIANTENNA T-2T1836Vx UIPMENT LAYO1 AENSIONS: ' x 36" SIDE SHROUD aNIFIF MIL \Y DIMENSIONS AREININCHES TOLERANCES: STRUCTURES FRACTIONAL: ANGULAR: MACH- BEND ± Valley, NE TWO PLACE DECIMAL ± (402) 359-2201 THREE PLACE DECIMAL t PROPRIETARY AND CONFIDENTWL TOERANCINGPRET PER:GEOMETRIC TOLERANCING PER: MATERIAL VALMONT INDUSTRIES, INC. RESERVES THE RIGHT TO INSTALL VARIOUS, FINISH ENGINEER APPROVED MATERIAL HANGING ACCOM.TODATIONSTO FACILHATETHE MANUFACTURING PROCESS DO NOT SCALE DRAWING EQUIPMENT BAY JOB: CITY OF TUKWILA, WA NAME DATE TITLE: 4G TOP/513 POLE WITH SIDE SHROUD SIZE DWG. NO. REV B 462486-P 1 DRAWN CHECKED ENG APPR. _AST SAVE mv709180 11/612019 ILE LOCATION C:Al W,70;0 uDhw� is WA IEFlM - BIMODELSIOPTION A SCALE:1:55 EIGHT: I SHEET 1 OF 1 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Development & Neighborhoods Committee FROM: Laurel Humphrey, Council Analyst DATE: November 6, 2019 SUBJECT: City Council Recognition of Exceptional Work by City Staff ISSUE A resident suggested that the City Council do a betterjob of recognizing and celebrating exceptional work by City Employees and the Community Development & Neighborhoods Committee requested the development of a program to be implemented in 2020. BACKGROUND The City of Tukwila has a talented and committed staff that embody the City's values of "Caring, Professional, and Responsive." City Administration has a robust Employee Recognition Policy that includes peer -initiated kudos and annual awards, but it is internal facing and the public are not often aware of the dedicated employees working hard behind the scenes, or of specific instances when an employee demonstrates exceptional service to the community. Below is a draft program for the Committee's consideration. The City Council could also strengthen its recognition of public service in other ways, such as acknowledging the City's annual award winners at a Council meeting or by observing and calling attention to Public Service Recognition Week, which will be May 3-9, 2020, City Council Recognition of Exceptional Service to the Community 2020 Pilot Program Goal The City Council would like to highlight exceptional work done by City employees so that the community is more informed about high quality public service. Criteria Nominations can be made for acts of service that go above and beyond normaljob duties, and that meet one or more of the following: • Shows exceptional initiative, creativity or resourcefulness • Demonstrates outstanding customer service to a member or members of the public • Demonstrates exceptional ability working in a environment of cultural diversity • Provides excellence in follow-through 119 INFORMATIONAL MEMO Page 2 Nomination Form A nomination form will be made available for use by employees, managers, Councilmembers, and the public. The program and forms will be advertised in various City communications channels, including social media, the Hazelnut and other opportunities. Nominations will be forwarded to the Council President for review. City Council Recognition The Council President will determine individuals and acts of service to be formally recognized by the City Council. It is possible that multiple individuals will be recognized. Recognition will occur at a City Council meeting (attendance by the employee will be optional) and published in the electronic or hard copy of the Hazelnut. Recognition will occur at least twice in 2020 at a Council meeting determined by the Council President. The program will be evaluated at the end of 2020. 120