HomeMy WebLinkAbout23-198 - King County - Tukwila Community Center Critical Repair (Best Starts for Kids Grant)Docusign Envelope ID: 7AA4E51 1 -EF45-4ED3-A454-OA8CC75AAA59
LIQ
King County
23-198(b)
Council Approval N/A
King County Department of Community and Human Services
Best Starts for Kids Capital Loan
PROMISSORY NOTE
$ 500,000 Date: September 27, 2024
1. For value received, the City of Tukwila, a Washington municipal corporation (the
"Provider," and for purposes of this Note, the "Borrower"), promises to pay to the order of King
County, a political subdivision of the State of Washington, the principal sum of Five Hundred
Thousand and No/100 Dollars $500,000 at the King County Department of Housing and
Community Development, Chinook Building, 401 Fifth Avenue, Suite 510, Seattle, Washington
98104, or such other place as the holder of this Promissory Note (the "Holder") may from time
to time designate.
2. This Promissory Note represents King County funds granted by King County to
Borrower for renovation of real property (the "Project") located at 12424 42nd Ave S, Tukwila,
WA 98168 (the "Property"). This Promissory Note is subject to the terms and conditions of the
Best Starts for Kids Capital Agreement, dated 12/8/2023 (the "Agreement"), between King
County, Washington, and Borrower that places certain responsibilities on the Borrower and
that sets certain requirements on the use of the Property for a 10 -year period ending
September 1, 2035 ("End Date"). All amounts owing hereunder shall be absolutely due and
payable in accordance with the terms of this Promissory Note without setoff or deduction for
any reason whatever except as set forth in Section VII ("Compensation and Method of
Payment") of Exhibit I of the Agreement.
This Promissory Note is secured by the Agreement, which shall encumber the
Property until the End Date subject to additional limitations and requirements set forth in the
Promissory Note — Best Starts for Kids Capital Grant Page 1 of 3
Docusign Envelope ID: 7AA4E51 1 -EF45-4ED3-A454-OA8CC75AAA59
Agreement. The terms and conditions of the Agreement are incorporated in full by this
reference and any default under the Agreement shall, at the option of the Holder, constitute a
default under this Promissory Note.
4. In the event the funds are not expended as set forth in Section 2 above and as
required under the Agreement, the principal amount of this Promissory Note is due and
payable on the earlier of the "End Date", as set forth in Section V of Exhibit I of the Agreement,
or at the option of the Holder upon sale or other conveyance of all or any portion of the
Property, except those transfers authorized by King County in writing or as permitted in the
Agreement.
This Promissory Note is interest-free, unless there is a breach, default or violation
under the Agreement or this Promissory Note. After such breach, default, or violation, the
obligation shall bear interest at 3% per annum.
6. Any default on the part of the Borrower under the Agreement shall be a default
hereunder, and after any such default and any applicable cure period, the Holder shall have the
right, at its option and without notice, to declare the entire balance immediately due and
payable.
7. Borrower and all other persons who shall become obligated on this Promissory Note
hereby waive presentment, demand for payment, notice of dishonor, protest, notice of protest,
and all other notices not specifically required by law. This Promissory Note shall be binding
upon Borrower and its successors and assigns. The entity signing below shall be obligated as a
maker and not as a surety or guarantor unless otherwise specifically stated below.
8. Any notice to Borrower provided for in the Promissory Note shall be given by mailing
such notice addressed: to Borrower at 12424 42nd Ave S, Tukwila, WA 98168, or at such other
addresses as Borrower may designate by written notice to the Holder; and to Holder at King
County Department of Community and Human Services, Chinook Building, 401 Fifth Avenue,
Suite 510, Seattle, Washington 98104, or such other place as the Holder may from time to time
designate by written notice to Borrower.
Promissory Note — Best Starts for Kids Capital Grant Page 2 of 3
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9. This Promissory Note is given and the proceeds hereof shall be used for those
purposes set forth in the Agreement and not for personal, family, household, or consumer
purposes.
10. This Promissory Note shall be construed, enforced, and otherwise governed by the
laws of the State of Washington.
11. The Borrower agrees to defend, protect, and save King County, its elected and
appointed officials, agents and employees (the "Indemnified Parties") free and harmless from
and against all claims, demands, and causes of action of any kind or character arising in favor of
the Borrower's employees or third parties on account of personal injuries, death, or damage to
property arising out of services performed or omissions of services or in any way resulting from
the acts or omissions of the Borrower and/or its agents, employees, subcontractors or
representatives, provided that Borrower shall have no obligation to indemnify the Indemnified
Parties for their negligence or fraud.
12. The Borrower may not sell, assign or transfer this Promissory Note without the
written authorization of King County.
NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR
TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, ARE NOT ENFORCEABLE UNDER
Vi%Vya 10Icsto] ►1W_ViTA
City of Tukwila, Mayor Thomas McLeod
Name:
Borrower
--Signed by:
T"" HAUVI
(Signature
Promissory Note — Best Starts for Kids Capital Grant Page 3 of 3
Docusign Envelope ID: 506FE2A2-B878-4ED8-A310-E7CBD7392918
23-198(a)
Council Approval N/A
Department of Community and Human Services
LIQ Housing and Community Development Division
King County
CONTRACT AMENDMENT
DCHS / Housing and Community Contract No. 6416643
Development Division
Project/Program City of Tukwila Critical Health Amendment Start 10/01/2023
Name and Safety Repairs Date
Amendment No. to 1
Contract
Contractor City of Tukwila
PURPOSE OF AMENDMENT
Amendment No. to 1
Sow
The purpose of this amendment is to:
1. Modify the terms and conditions of the Contract in the Boilerplate;
2. Make administrative changes to the Exhibit;
3. Document that the City of Tukwila signer, Mayor Thomas McLeod is the current authorized
signer.
A. CHANGES TO STANDARD TERMS AND CONDITIONS
Section 35. Remove and replace as follows:
35. PROMISSORY NOTE
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 to
secure the loan, in a format approved by the County, if required in a
Project/Program Exhibit.
2. Section 36. Remove.
3. Section 40 replace the last sentence as follows:
The Contract may be subject to termination under Subsection 15.13 as a result of any violation
of this Section by providing the other party 7 calendar days advance written notice of the
termination.
B. CHANGES TO EXHIBITS
City of Tukwila Page 1 of 2 Contract — 6416643
Amendment # 1
Docusign Envelope ID: 506FE2A2-B878-4ED8-A310-E7CBD7392918
1. Exhibit I. Section IV.A and B. are removed and replaced as follows:
A. Funds awarded under this Contract shall be used for the replacement
of the Heating, Ventilation, and Air Conditioning ("HVAC") system at
the Tukwila Community Center located at 12424 42nd Ave S, Tukwila,
WA 98168.
B. The scope of work shall consist of rehabilitation improvement construction
costs for the HVAC system replacement as detailed in the Contractor's
response to the 2023 BSK Capital Program RFP, including construction
documents, permitting, and full build out in accord with local permitting and to
operate as a community center, recreational center, early learning center, and
child care facility.
2. Section V is amended as follows:
A. Promissory Note. This Contract shall be evidenced by a Promissory Note.
The amount secured by the Promissory Note shall be the amount of this
Contract as set forth in Section I., Work Statement.
B. Term of Promissory Note. Promissory Note shall remain in full force and effect for a period
of ten years following the Contract End Date. Upon satisfaction of the ten-year term
requirement and all other Contract terms and conditions, the County shall, upon written
request of the Contractor, return the original Promissory Note to the Contractor.
All other terms and conditions of this Contract and the attached Statement of Work (formerly referred
to as an Exhibit) remain unchanged and in full force and effect. All capitalized terms not otherwise
defined in this amendment have the meaning ascribed to them in the Contract or Statement of Work.
IN WITNESS HEREOF, the parties hereto have caused this amendment to be executed and take
effect on the date of the last signature.
KING COUNTY
Signed by: '/y1
C39AFE19665B4FE...
FOR King County Executive
8/27/2024
Date
City of Tukwila
CITY OF TUKWILA
Signed by:
bw�a5 hG(ua
OE01 F5804 EOF4C0...
Signature
Mayor Thomas McLeod
NAME (Please type or print)
8/29/2024
Date
Page 2 of 2 Contract — 6416643
Amendment # 1
DocuSign Envelope ID: 48164A79-E5CF-499F-B574-BEA5E4208161
Contractor
Project Title
Contract Amount $
Services Start Date:
LQ1
King County
of Tukwila
Citv of Tukwila Critical Repair
23-198
Council Approval 12/4/23
Department of Community and Human Services
Community Services Division
Housing and Community Development Section
(206) 263-9105 TTY Relay: 711
500,000
11/01/2023 Services End Date 12/01/2025
Termination Date (where applicable): 12/01/2025
UEI No. (if applicable) _UEQNMC26C8T3_ SAM No. (if applicable)
Federal Taxpayer ID No. 91 6001 51 9
47Z60
KING COUNTY HOUSING AND COMMUNITY DEVELOPMENT CONTRACT— 2023/24
THIS CONTRACT No. 6416643 is entered into by KING COUNTY, a political subdivision of the State
of Washington (the "County"), and City of Tukwila, (the "Contractor"), whose address is 6200
Southcenter Blvd, Tukwila, WA 98188. 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 2 CFR
200.331.
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); and 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.ecfr.gov/. 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 2021-2023. 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 2021-2023, 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;
City of Tukwila Pagel of 34 2023/2024 Contract - 6416643
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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 one or more of the following: 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, each as applicable, 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.
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INDEX TO CONTRACT
GENERAL TERMS AND CONDITIONS .........4
1. SCOPE OF CONTRACT AND
29. KING COUNTY RECYCLED PRODUCT
INCORPORATION OF EXHIBITS.............4
29
2.
DURATION OF CONTRACT ....................5
3.
TERM OF COMPLIANCE - for capital
projects.....................................................
5
4.
FUTURE SUPPORT.................................5
29
5.
COMPENSATION AND METHOD OF
29
33.
PAYMENT................................................5
6.
BUDGET...................................................6
34.
7.
EQUIPMENT PURCHASE,
DEVELOPERS OF ASSISTED HOUSING
MAINTENANCE, AND OWNERSHIP .......6
8.
CONTRACT AMENDMENTS....................7
35.
9.
INTERNAL CONTROL, ACCOUNTING
AND COVENANT ...................................
SYSTEM AND FINANCIAL REPORT
36.
ANTI -DISPLACEMENT AND
SUBMISSION...........................................7
10.
MAINTENANCE OF RECORDS...............8
11.
EVALUATIONS AND INSPECTIONS .......9
37.
12.
PROPRIETARY RIGHTS ..........................9
13.
CORRECTIVE ACTION ..........................10
38.
14.
ASSIGNMENT........................................11
39.
15.
TERMINATION.......................................11
16.
ENTIRE CONTRACT/WAIVER OF
CAPITAL PROJECTS ............................
DEFAULT...............................................12
40.
17.
INDEPENDENT CONTRACTOR ............
13
18.
HOLD HARMLESS AND
INDEMNIFICATION................................13
19.
INSURANCE REQUIREMENTS-
GENERAL..............................................14
20.
NONDISCRIMINATION AND EQUAL
EMPLOYMENT OPPORTUNITY ............
19
21.
SUBCONTRACTS AND PURCHASES...
22
22.
DEBARMENT AND SUSPENSION
CERTIFICATION....................................23
23.
CONFLICT OF INTEREST .....................24
24.
BOARD OF DIRECTORS .......................25
25.
CONFIDENTIALITY................................25
26.
PERSONAL INFORMATION - NOTICE
OF
SECURITY BREACH..............................25
27.
COMPLIANCE WITH THE HEALTH
INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT OF 1996 (HIPAA)
27
28.
NOTICES................................................29
29. KING COUNTY RECYCLED PRODUCT
City of Tukwila Page 3 of 34 2023/2024 Contract - 6416643
PROCUREMENT POLICY .....................
29
30.
SERVICES PROVIDED IN ACCORDANCE
WITH LAW AND RULE AND
REGULATION ........................................
29
31.
POLITICAL ACTIVITY PROHIBITED......
29
32.
FORCE MAJEURE.................................
29
33.
PREVAILING WAGES AND DEBARMENT
30
34.
NO BENEFIT TO OWNERS AND
DEVELOPERS OF ASSISTED HOUSING
31
35.
PROMISSORY NOTE, DEED OF TRUST
AND COVENANT ...................................
31
36.
ANTI -DISPLACEMENT AND
RELOCATION ASSISTANCE FOR
CAPITAL PROJECTS ............................
31
37.
PROPERTY MANAGEMENT FOR
CAPITAL PROJECTS ............................
31
38.
TAXES AND LICENSES ........................
32
39.
PROCEDURE IN THE EVENT OF
CASUALTY/CONDEMNATION FOR
CAPITAL PROJECTS ............................
32
40.
CODE OF CONDUCT ............................
32
41.
MISCELLANEOUS PROVISIONS..........
32
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EXHIBITS ATTACHED HERETO
GENERAL TERMS AND CONDITIONS
1. SCOPE OF CONTRACT AND INCORPORATION OF EXHIBITS
A. Scope
The Contract between the parties shall consist of the signature page, each Program/Project
Exhibit and any attachments thereto 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 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 in any attachment to a Project/Program Exhibit and any language in this Contract or
other exhibit, the language in the Project/Program Exhibit attachment shall control. 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 (excluding all attachments) 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 19. Nondiscrimination
and Equal Employment Opportunity, 22. Conflict of Interest and 30. 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
27. Notices.
City of Tukwila Page 4 of 34 2023/2024 Contract - 6416643
Exhibit Name
Amount
Fund Source
BSK Capital - Tukwila Community Center
$500,000
HCD BSK
HVAC System Repair
GENERAL TERMS AND CONDITIONS
1. SCOPE OF CONTRACT AND INCORPORATION OF EXHIBITS
A. Scope
The Contract between the parties shall consist of the signature page, each Program/Project
Exhibit and any attachments thereto 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 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 in any attachment to a Project/Program Exhibit and any language in this Contract or
other exhibit, the language in the Project/Program Exhibit attachment shall control. 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 (excluding all attachments) 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 19. Nondiscrimination
and Equal Employment Opportunity, 22. Conflict of Interest and 30. 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
27. Notices.
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2. DURATION OF CONTRACT
The terms of this Contract shall be in effect from the date of execution of this Contract, 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.
3. 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.
4. FUTURE SUPPORT
The County makes no commitment to support the services or project contracted for herein and
assumes no obligation for future support of the services or project contracted herein except as
expressly set forth in this Contract.
5. COMPENSATION AND METHOD OF PAYMENT
The County shall compensate the Contractor only for the approved activities specified in each
Project/Program Exhibit and the compensation amount shall not exceed the amount specified in
each Project/Program Exhibit. Compensations 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 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 as
required, the County shall be relieved of all liability for payment to the Contractor of the amounts
set forth in the final invoice or any subsequent invoice; provided, however, the County may elect
to pay any invoice that is not submitted in a timely manner.
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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 as
required, the County shall be relieved of all liability for payment to the Contractor of the amounts
set forth in the final 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 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.
F. Reimbursement for Travel:
The Contractor will not be reimbursed for travel unless otherwise specified within an Exhibit.
6. 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 and all attachments thereto. 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.
7. EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP
A. Equipment Purchase
The Contractor agrees that when Contract funds are used to pay for all or part of the purchase
costs of any 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. The
Contractor shall be responsible for all proper care and maintenance of the equipment, including
securing and insuring such equipment.
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B. Maintenance of Equipment
The Contractor shall be responsible for all such equipment, including the proper care and
maintenance.
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.
8. 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 6. Budget are not required to be
incorporated by written amendment.
9. INTERNAL CONTROL, ACCOUNTING SYSTEM AND FINANCIAL REPORT SUBMISSION
A. 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.
B. Financial Report Submission
The Contractor is required to submit a financial reporting package as described in subsection (1)
through (3), below. All required documentation must be submitted by email to
117„Ilr7iir,ggar„„y,,qv by the stated due date.
(1) If the Contractor is a Non -Federal entity as defined in 2 CFR Part 200.69, and
expends $750,000 or more in Federal awards during its fiscal year, then the
Contractor shall meet the audit requirements in 2 CFR Part 200 Subpart F. Audit
packages are due to the County within nine months after the close of the Contractor's
fiscal
(2) If the Contractor is a local government in the State of Washington and is not subject
to the requirements in subsection (1), the Contractor shall submit audited financial
statements that are in accordance with the Washington State Auditor's Office
requirements. Financial statement audits are due to the County within 150 days after
the close of the Contractor's fiscal year end as required by RCW 43.09.230.
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(3) If the Contractor is not subject to the requirements in subsection (1) or (2), the
following apply:
Entity Type
Non -Profit
For Profit
Gross Revenue
Gross Revenue
Gross Revenue
Gross Revenue
Gross Revenue
Under 3M on
Over 3M on
Under 3M on
Over 3M on
average in the
average in the
average in the
average in the
previous three
previous three
previous three
previous three
fiscal years.
fiscal years.
fiscal years.
fiscal years.
Required
Form 990
Audited financial
e Income tax
Audited financial
Documentation
within 30 days
statements
return; and
statements
of its being
prepared by an
e A full set of
prepared by an
filed; and
independent
annual internal
independent
A full set of
Certified Public
financial
Certified Public
annual internal
Accountant or
statements
Accountant or
financial
Accounting Firm
Accounting Firm
statements
Due Date
Within 30
Within 9 months
Within 30
Within 9 months
calendar days
following the close
calendar days
following the
from the forms
of the Contractor's
from the forms
close of the
being filed.
fiscal year.
being filed.
Contractor's
fiscal ear.
C. Waiver
A Contractor that is not subject to the requirements in subsection A may, in extraordinary
circumstances, request, and in the County' sole discretion be granted, a waiver of the audit
requirements. Such requests are made to the County at: l')Q11 I ntract r g ar„ ,g y for
review. If approved by the County, the Contractor may 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) 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.
D. 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 9.
Internal Control, Accounting Systems and Audits.
10. 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 the County may deem necessary accounting and compliance with this Contract.
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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 or expiration of this Contract, 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.
11. 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 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 attachment 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.
12. PROPRIETARY RIGHTS
A. Ownership Rights of Materials Resulting from Contract:
Except as indicated below or as described in an Exhibit, the parties to this Contract hereby
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
County. To the extent that any rights in such materials vest initially with the Contractor by
operation of law or for any other reason, the Contractor hereby perpetually and irrevocably
assigns, transfers and quitclaims such rights to the County. The County agrees to and does
hereby grant to the Contractor a perpetual, irrevocable, nonexclusive, and royalty -free license to
use and create derivative works, according to law, any material or article and use any method
that may be developed as part of the work under this Contract.
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B. Ownership Rights of Previously Existing Materials:
The Contractor shall retain all ownership rights in any pre-existing patentable or copyrightable
materials or articles that are delivered under this Contract, but do not originate from the work
described herein. The Contractor agrees to and does hereby grant to the County a perpetual,
irrevocable, nonexclusive, and royalty -free license to use and create derivative works, according
to law, any pre-existing material or article and use any method that may be delivered as part of
the work under this Contract.
C. Continued Ownership Rights:
The Contractor shall sign all documents and perform other acts as the County deems necessary
to secure, maintain, renew, or restore the rights granted to the County as set forth in this section.
13. CORRECTIVE ACTION
If the County determines that 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 (each a "breach"), and if the County determines that the breach warrants corrective
action, the following procedure shall apply.
A. Written Notification
The County shall notify the Contractor in writing of the nature of the breach.
B. Contractor's Correction Plan
The Contractor shall respond with a written corrective action plan within ten working days of its
receipt of such notification unless the County, at its sole discretion, extends in writing the
response time. The plan shall indicate the steps being taken to correct the specified breach and
shall specify the proposed completion date for curing the breach. This date shall not be more 30
days from the date of the Contractor's response, unless the County, at its sole discretion,
specifies in writing an extension to complete the corrective actions
C. County's Determination of Corrective Action Plan Sufficiently
The County will determine the sufficiency of the Contractor's proposed corrective action plan,
then notify the Contractor in writing of that determination. The determination of sufficiency of the
Contractor's corrective action plan shall be at the sole discretion of the County.
D. Termination or Suspension of Contract
If the Contractor does not respond within the appropriate time with a corrective action plan, or
the Contractor's corrective action plan is determined by the County to be insufficient, the County
terminate or suspend this Contract in whole or in part pursuant to Subsection 15. Termination
Subsection B.
E. County Withholding of Payment
In addition, the County may withhold any payment to 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.
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F. No Waiver of Other Remedies
Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to
Section 15. Termination or other remedies authorized by law.
14. 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 14. 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.
15. 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.
(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:
a) The Contractor breaches any duty, obligation, or service required pursuant to
this Contract and either (a) the corrective action process described in Section
10 fails to cure the breach or (b) the County determines; or
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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 15. Termination,
Subsection B. the Contractor shall be liable for damages, including any additional
costs of procuring 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, that have been paid to the Contractor by the
County.
(4) If 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 seven business days advance written notice 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.
If such appropriation is not approved, this Contract shall terminate at the close of the
current appropriation.
C. Non -Waiver of Rights
Nothing herein shall limit, waive, or extinguish any right or remedy provided by this
Contract or by law or in equity that either party may have if any of the obligations, terms
and conditions set forth in this Contract are breached by the other party.
16. ENTIRE CONTRACTMAIVER OF DEFAULT
The parties agree that this Contract, including all exhibits and addenda hereto, is the complete
expression of the described subject matter, and any oral or written representations or
understandings not incorporated herein are excluded. Both parties recognize that time is of the
essence in the performance of this Contract. 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.
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17. INDEPENDENT CONTRACTOR
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.
B. 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.
18. HOLD HARMLESS AND INDEMNIFICATION
A. The Contractor 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.
B. 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 any industrial insurance act, including 1ii1t�l,g,,, „1,IR , other Worker's
Compensation act, disability benefit act, or other employee benefit act of any jurisdiction
which would otherwise be applicable in the case of such claim. In addition, the Contractor
shall protect and assume the defense of the County and its officers, agents and employees
in all legal or claim proceedings arising out of, in connection with, or incidental to its
indemnity obligation; and shall pay all defense expenses, including reasonable attorney's
fees, expert fees and costs incurred by the County on account of such litigation or claims.
Fii;�Il, ,,,,, „1,,,,,,,,IRM If 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.
C. 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, 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
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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.
D. For purposes of this section, claims shall include, but not be limited to, assertions that use
or transfer of software, book, document, report, film, tape, or sound reproduction or
material of any kind, delivered hereunder, constitutes an infringement of any copyright,
patent, trademark, trade name, and/or otherwise results in unfair trade practice.
E. The indemnification, protection, defense and save harmless obligations contained herein
shall survive the expiration, abandonment or termination of this Contract.
19. INSURANCE REQUIREMENTS—GENERAL
A. Insurance Required
The Contractor shall procure and maintain for the term of this Contract, insurance covering King
County as an additional insured, as described in this section, against claims 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 of its
contractors/subcontractors as evidence of compliance with the insurance requirements of this
Contract.
Contractor shall provide evidence of the insurance required under this Contract, including a
Certificate of Insurance and Endorsements covering King County as additional insured for full
coverage and policy limits within 10 business days of signing the contract. Evidence of
Insurance and Endorsements shall be submitted by email to IDQ11I ntract „ 7 iir,q ar„ ,g v.
The Contractor may request additional time to provide the required documents by emailing
11.7_„Ilr���„7ii_r�,ggar„t„y,,qv. Extensions will be granted at the sole discretion of DCHS.
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.
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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), or its substantive equivalent,
covering BUILDING AND PERSONAL PROPERTY COVERAGE and Insurance
Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or
project appropriate equivalent, written on a replacement cost basis is required.
(7) 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
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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, and include coverage for flood,
Earth Movement (including earthquake) and owner -furnished equipment, as
applicable. 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 Named Insured. In the event of a loss to any or all of the work and/or
materials therein and/or to be provided at any time prior to the final close-out of the
Contract and acceptance of the project by King County, the Contractor shall
promptly reconstruct, repair, replace or restore all work and/or materials so
damaged or destroyed. Nothing herein provided for shall in any way excuse the
Contractor or its surety from the obligation of furnishing all the required materials
and completing the work in full compliance with the terms of the Contract. The
policy shall include a waiver of subrogation in favor of the County.
(8) Contractor's Pollution Liability
For work involving the introduction, potential release or exacerbation of hazardous
materials or pollutants, Contractor shall provide Contractor's Pollution Liability
coverage in the amount of $1,000,000 per occurrence or claim and in the annual
aggregate to cover sudden and non -sudden bodily injury and/or property damage
to include the destruction of tangible property, loss of use, cleanup costs and the
loss of use of tangible property that has not been physically injured or destroyed.
Coverage shall include non -owned disposal sites. If asbestos, lead or PCB's are a
potential exposure, such insurance shall not exclude pollution arising out of
Asbestos, Lead and/or PCB operations. Evidence of Insurance must specifically
state that coverage is included.
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. Please note that this coverage is required only in the event that services
delivered pursuant to this contract either directly or indirectly involve or require
professional services.
(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) Contractor's Pollution Liability: $1,000,000 per occurrence or claim and in the
aggregate, required only when the scope of work involves the introduction, potential
release or exacerbation of hazardous materials or pollutants.
(5) Workers' Compensation: Statutory requirements of the state of residency.
(6) Stop Gap /Employers Liability: $1,000,000 each occurrence.
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(7) 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 its construction contractor and related
professionals (together, "Subcontractors") 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, for full coverage and policy limits, 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, or shall cause its Subcontractors to 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. Please note that this coverage is required only in the event that services
delivered pursuant to this contract either directly or indirectly involve or require
professional services.
(4) Builder's Risk Insurance: One hundred percent replacement cost value.
(5) Contractor's Pollution Liability: $1,000,000 per occurrence or claim and in the
aggregate, required only when the scope of work involves the introduction, potential
release or exacerbation of hazardous materials or pollutants.
(6) Workers Compensation: Statutory requirements of the State of residency.
(7) Stop Gap or Employers Liability Coverage: $1,000,000, each occurence.
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
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(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.
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 VI 11.
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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.
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 an agency 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.
20. NONDISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY
A. Equal Benefits to Employees with Domestic Partners
In accordance with King County Code (KCC) Chapter 12.19, 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.
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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 -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:
(1) 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
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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:
d:�:�.P�...//r..:..!!...g...!..!.:...:..g.y/' .
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 12.16.010.j. "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 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
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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 Fair Housing Act). 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 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.
21. 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 14. Assignment.
The rejection or approval by the County of any Subcontractor or the termination of a
Subcontractor will not relieve Contractor of any of its responsibilities under the Contract, nor be
the basis for additional charges to the County.
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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 its own
employees and agents, as specified in Section 17. Hold Harmless and Indemnification
Subsection C.
The County has no contractual obligations to any Subcontractor or vendor under contract to the
Contractor. Contractor is fully responsible for all contractual obligations, financial or otherwise, to
its Subcontractors.
C. Required Contract Terms
The Contractor shall include the applicable provisions of Sections 18. Insurance Requirements -
General, 19. Nondiscrimination and Equal Employment Opportunity and 20. 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 its Contract
with Contractor and shall have the right to bring an action against subcontractor to enforce the
provisions of this paragraph."
22. DEBARMENT AND SUSPENSION CERTIFICATION
A. Federal Debarment
Entities that are debarred, suspended, or proposed for debarment, by the U.S. Government are
excluded from receiving federal funds and contracting with the County. The Contractor, by
signature to this Contract, certifies that the Contractor is not currently debarred, suspended, or
proposed for debarment, by any Federal department or agency. The Contractor also agrees that
it will not enter into a subcontract with a person or entity that is debarred, suspended, or
proposed for debarment. The Contractor shall notify King County if it, or a subcontractor, is
debarred, suspended, or proposed for debarment, by any Federal department or agency.
Debarment status may be verified at op ,// ww, q,,,q v/.
B. State and Local Debarment
Entities may also be debarred, suspended, or proposed for debarment, by the State of
Washington and King County. Such entities are excluded from contracting with the County. The
Contractor, by signature to this Contract, certifies that the Contractor is not currently debarred,
suspended, or proposed for debarment, by either the State of Washington or King County. The
Contractor also agrees that it will not enter into a subcontract with a person or entity that is
debarred, suspended, or proposed for debarment. The Contractor shall notify King County if it,
or a subcontractor, is debarred, suspended, or proposed for debarment, by the State of
Washington or King County.
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23. CONFLICT OF INTEREST
Entering into this Contract with the County requires that the Contractor agree to abide by certain
provisions of the King County Employee Code of Ethics, including those relating to conflicts of
interest and the employment of current or former County employees.
A. The Contractor shall comply with applicable provisions of King County Code (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. Termination and subject the Contractor to
remedies stated in this Contract 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.
B. 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.
C. Disclosure of Current and Former County Employees
To avoid any actual or potential conflict of interest or unethical conduct:
(1) 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.
(2) 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.
(3) 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.
D. 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
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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.
24. 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).
(1) 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.
25. 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.
26. 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).
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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 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.
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27. 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
(1) 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,
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.
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(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
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 under 42 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
(1) 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.
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(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.
28. NOTICES
Whenever this Contract provides for notice by one party to another, such notice shall be in writing;
and directed to each party's contact representative indicated within the contract exhibits. Any time
within which a party must take some action shall be computed from the date that said party receives
the notice.
29. KING COUNTY RECYCLED PRODUCT PROCUREMENT POLICY
If paper copies are required, and in accordance with 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.
30. 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, 71 A.10, 71 A.14, 71 A.18, 71.20, 71.24, and 71.34
of the Revised Code of Washington, rules and regulations promulgated thereunder, the Basic
Inter Contractor 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.
31. POLITICAL ACTIVITY PROHIBITED
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.
32. FORCE MAJEURE
"Force Majeure" means an event or events beyond the parties' reasonable control, incurred not
as a product or result of the negligence of the afflicted party, and which have a materially
adverse effect on the ability of such party to perform its obligations as detailed in this Contract.
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Force Majeure events may include, but are not limited to: Acts of God or Nature; war; civil,
military, public, or industrial disturbances; acts or threats of terrorism; epidemics, fire, flood or
other casualty; labor difficulties, shortages of labor or materials or equipment; government
regulations; delay by government or regulatory agencies; shutdowns for purpose of emergency
repairs, and/or unusually severe weather.
A. No Breach if Force Majeure Applies
Neither party shall be considered in breach of this Contract to the extent that performance of
their respective obligations is prevented by a Force Majeure event upon giving notice and
reasonably full particulars to the other party.
B. Duty to Minimize Disruption and Give Notice:
Parties maintain an express duty to minimize the disruption caused by Force Majeure, and shall,
as soon as reasonably practicable, give notice to the other party of the nature and impact of the
Force Majeure. Irrespective of any extension of time, if the effect of an event or series of events
continues for a period of 180 days, either the County or the Contractor may give to the other a
notice of suspension or termination.
C. Extension of Time:
Should Force Majeure events delay the Contractor's completion of the deliverables and
performance commitments, the Contractor may be entitled to an extension for the time for
completion. Any extension must be approved in writing by the County.
D. Suspending Performance:
Should a Force Majeure event prevent the Contractor from completing deliverables or
performing commitments in this Contract, the completion or performance shall be suspended
only for the time and to the extent commercially practicable to restore normal operations.
Further, the Contractor and the County shall endeavor to continue to perform their contractual
obligations to the extent reasonably practicable and will work to adjust deliverables or
performance commitments as needed to continue the provision of services during the Force
Majeure event. Contractor may be reimbursed for any costs incurred mitigating adverse impacts
of the Force Majeure and may be compensated for any partial work that has been completed.
33. PREVAILING WAGES AND DEBARMENT
Projects that are not subject to Davis -Bacon requirements as set forth in the Funding Source
Exhibit, 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.
For the performance of any services or activities described in any Program/Project Exhibit, the
Contractor shall make no subcontracts with firms on the Washington State Department of Labor
and Industries Debarred Contractor List:
https://secure.Ini.wa.gov/debarandstrike/ContractorDebarList.aspx
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34. 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 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.
35. 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.
36. 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.
37. 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.
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38. 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.
39. 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:
(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.
40. CODE OF CONDUCT
The County is committed to providing an inclusive, welcoming, supportive, and safe environment
for all to feel respected, valued, and empowered. The Contractor shall, while performing the
work as described in the attached Exhibit(s), interact with the community being served and the
County's employees in a respectful manner.
The County and Contractor shall refrain from engaging in any conduct that communicates a
hostile, demeaning, or unwelcome message. Such prohibited conduct can be either verbal or
nonverbal and includes, but is not limited to microaggressions, deliberate misgendering, slights,
and other conduct that could cause harm. The Contract may be subject to termination under
Subsection 12.13. as a result of any violation of this Section by providing the other party 30
calendar days advance written notice of the termination.
41. 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.
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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.
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IN WITNESS HEREOF, the parties hereto have caused this contract to be executed and instituted on
the date of execution below.
KING COUNTY:
E(DocuSigned by:
6S{ia.A,
B86A8D03E2A94A8...
King County Executive
12/8/2023
Date
Approved by DCHS Director
Approved as to Form:
OFFICE OF THE KING COUNTY
PROSECUTING ATTORNEY
CITY OF TUKWILA:
FOR EDocuSigned by:
a95847471A7CA454
Signature
Allan Ekberg, Mayor
Name (Please type or print)
12/8/2023
Date
APPROVED AS TO FORM BY ASSISTANT
CITY ATTORNEY 11/28/23
APPROVAL ON FILE.
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EXHIBIT I
CITY OF TUKWILA PARKS AND RECREATION CRITICAL FACILITY REHABILITATION
Contract No.: 6416643
Project No: 1128222
King County Project Manager: Cat Ratajczak
Contact Person: Pete Mayer
Services Period Start Date: December 1, 2023
Telephone: 206 767-2305
Services Period End Date: September 1, 2025
Email: pete.mayer@tukwilawa.gov
I. WORK STATEMENT
City of Tukwila Parks & Recreation (Contractor) shall use Best Starts for Kids (BSK) Capital
funds for rehabilitation and construction and related costs for the Tukwila Community Center
HVAC System Repair Project (Project). All such activities shall be carried out in a manner
which fully complies with all applicable federal, state, and local laws, statutes, rules, and
regulations, as currently in effect or as amended in the future. The total amount of
reimbursement pursuant to this Exhibit shall not exceed $500,000 for the Services Period
noted above.
Ongoing funding for the full term of this Exhibit shall be contingent on Project performance,
continued funding availability, Project alignment with program planning priorities, and other
contractual requirements contained in this Exhibit. King County reserves the right to extend
the term of this Contract beyond the Services Period End Date listed above in any increment
of time King County and Contractor mutually agree to.
II. DEFINITIONS
A. "L&I" means Washington State Department of Labor and Industries.
B. "Prime" means Prime Construction Contractor: the licensed, bonded, and insured
Washington State registered General Contractor who is performing the physical
rehabilitation/construction work.
C. "Services Period" means the period of time during which Contractor will be paid, funded,
or reimbursed according to the terms and conditions of this Contract. If no other date is
listed in this Exhibit, the Services Period shall begin when this Exhibit becomes effective,
which is the last date of signature of the Contract.
III. LEADING WITH EQUITY
For many in our region, King County is a great place to live, learn, work and play. Yet we
have deep and persistent inequities - especially by race and place - that in many cases are
getting worse and threaten our collective prosperity. Equity and Social Justice (ESJ) is an
integrated part of the County's work and foundational to the work of King County
Department of Community and Human Services (DCHS). Our goal is to ensure that all
people, regardless of who they are and where they live, have the opportunity to thrive, with
full and equal access to opportunities, power, and resources.
IV. PROJECT DESCRIPTION AND SCOPE OF WORK
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A. Funds awarded under this Contract shall be used for the rehabilitation of Tukwila
Community Center located at 12424 42nd Ave S, Tukwila, WA 98168.
B. The scope of work shall consist of rehabilitation improvement construction costs for
Heating, Ventilation, and Air Conditioning (HVAC) replacement as detailed in the
Contractor's response to the 2023 BSK Capital Program RFP, including construction
documents, permitting, and full build out in accord with local permitting and to operate as
a community center, recreational center, early learning center, and child care facility.
C. This Project shall preserve and expand critical services for youth and families. This
Project is anticipated to be completed by 9/1/2025.
D. The Contractor shall complete the milestones as detailed in Attachment B.
E. Unless this Exhibit provides otherwise, all work performed by the Contractor during the
Services Period shall be in conformance with the requirements and descriptions of this
Exhibit and be in compliance with all other terms and conditions of this Contract.
V. SECURITY INSTRUMENTS
A. Deed of Trust. This Contract shall be evidenced by a promissory note and secured by a
Deed of Trust naming King County as beneficiary. The Deed of Trust shall be recorded
in King County, and the original returned to King County after recordation within ninety
(90) days of contract execution. The Deed of Trust shall be recorded before King County
will reimburse the Contractor for any Project costs. The amount secured by the Deed of
Trust shall be the amount of this Contract as set forth in Section I., hereof.
B. Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period
of ten years following the final payment of funds to the Contractor under this Contract.
Upon satisfaction of the ten-year term requirement and all other Contract terms and
conditions, King County shall, upon written request of the Contractor, take appropriate
action to reconvey the Deed of Trust.
C. Title Insurance. In addition to the insurance requirements of the attached Standard
Terms and Conditions, the Contractor shall purchase an extended coverage lender's
policy of title insurance insuring the lien position of the Deed of Trust in an amount not
less than the amount of this Contract.
D. Subordination. King County may agree to subordinate its Deed of Trust upon request
from a private or public lender. Any such request shall be submitted to King County in
writing, and King County shall respond to the request in writing within thirty (30) days of
receiving the request.
E. Project valuation shall be determined by the total cost of the Project. See Attachment A
for details.
VI. MONITORING AND REPORTING REQUIREMENTS
A. The County shall conduct monitoring and performance assessments of all services
provided under this Exhibit in the manner and at reasonable times, with reasonable
notice, as the County in its sole discretion deems appropriate.
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B. Monitoring and assessment activities include, but are not limited to, review of service
and financial reports, including all books, records, documents, and other data, facilities,
activities, and on-site visits by County staff or their designee, state, or federal
representatives. Upon Project completion, the final Project invoice shall be accompanied
by a Project report in a format provided by the County.
C. The meeting and reporting requirements of this Section VI. shall begin on the date this
Exhibit becomes effective.
D. With final payment, the Contractor shall submit a narrative report and aggregate data
summarizing program outcomes to King County. The format and reporting mechanisms
for these reports shall be provided by King County.
VII. COMPENSATION AND METHOD OF PAYMENT
A. Reimbursement
The maximum not -to -exceed amount of this Exhibit is $500,000. The Contractor shall
submit a Billing Invoice Package (BIP) no later than 30 days after payment to the
Prime has been made. The Contractor's obligation to submit a BIP shall not begin
until after the effective date of this Exhibit.
B. Acceptance of work:
1. To serve the best interests of King County, and expedite reimbursement, the
Contractor shall submit to King County a draft of the Prime's pay application for
review at the time of the Prime's submittal.
2. If the County finds that the Contractor's execution of the deliverables, tasks,
performance requirements, billable items, or accounting of expenditures for which
Contractor has received payment (collectively referred to hereinafter as "Work") does
not meet the requirements of this Contract, the County may request reimbursement
from the Contractor and/or withhold subsequent payments to the Contractor.
In the event of rejection of any Work, the Contractor shall be notified and may have
fourteen (14) calendar days from date of issuance of notification to correct the
deficiencies and resubmit the Work.
3. The County shall withhold five percent (5%) of the budget until such time that
Washington State L&I Final Affidavits of Prevailing Wages Paid have been issued
and copies thereof supplied to the County.
C. Billing Invoice Package
1. The BIP shall consist of a signed invoice statement, authorized pay application by
Prime, and proof of payment to Prime in a format approved by King County.
Incomplete or inaccurate BIP shall be returned to the Contractor for corrections and
resubmission.
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2. BIPs shall be submitted for approval via email to:
Catarina. Ratajczak@kingcounty.gov.
3. Reimbursement shall be made once the BIP is approved by King County. Incomplete
or inaccurate BIP shall be returned to the Contractor for corrections and
resubmission.
4. Upon completion of improvements or upon termination of this Contract, any
unexpended balances of BSK funds shall remain with the County.
5. Contractor's obligation to submit a BIP shall not begin until after the effective date of
this Exhibit.
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ATTACHM ENT A
PROJECT BUDGET
Contractor shall apply County funds to the Project in accordance with the Project Budget below.
A. Project Budget
Item
Amount
Hard Costs
$369,545
Soft Costs
$85,000
Contingency
U
Taxes and Fees
$45,455
Total500
000
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ATTACHMENT B
PROJECT MILESTONES
The following milestones shall be set forth for Project accomplishment. Milestones may be
amended from time to time with the written amendment signed by the County and Contractor.
The Project shall be implemented in accordance with the following schedule.
Milestones
Completion Date
Construction Start
Aug/Sept. 2024
Construction 50% Complete
December 2024
Construction 100% Complete
July 2025
Final Pay Application Submitted
August 2025
Final Security Documents Recorded
August 2025
Project Closed
July 2025
City of Tukwila Parks and Recreation Page 1 of 1 2023 Contract 6416643- Ex I Attch B