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Home My WebLink About24-135 - Washington State Department of Commerce - Grant Agreement: Energy Efficiency & Conservation BlockDocusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 24-135 Council Approval N/A I A 4400 , Fa ffi,:-Is['i�rigton State [")eprtrnent (,,)f Federal Interagency Agreement with City of Tukwila through F" � li tJ t' 'I'll "Wild $"'k",ari Bud(fings Contract Number: F24-51701-002 For Tukwila Parks & Golf Buildings Energy Audits Dated: Friday, November 15, 2024 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Table of Contents TABLE OF CONTENTS..............................................................................................................................................2 FACESHEET............................................................................................................................................................3 SPECIAL TERMS AND CONDITIONS.........................................................................................................................4 1. AUTHORITY......................................................................................................................................................4 2. ACKNOWLEDGEMENT OF FEDERAL FUNDING.................................................................................................4 3. CONTRACT MANAGEMENT.............................................................................................................................4 4. COMPENSATION..............................................................................................................................................4 5. SUBCONTRACTOR DATA COLLECTION.............................................................................................................4 6. INDIRECTCOSTS..............................................................................................................................................4 7. BILLING PROCEDURES AND PAYMENT.............................................................................................................5 8. AUDIT..............................................................................................................................................................5 9. FRAUD AND OTHER LOSS REPORTING.............................................................................................................5 11. INSURANCE......................................................................................................................................................7 12. ORDER OF PRECEDENCE..................................................................................................................................7 GENERAL TERMS AND CONDITIONS.......................................................................................................................8 1. DEFINITIONS............................................................................................ 2. ALL WRITINGS CONTAINED HEREIN......................................................... 3. AMENDMENTS........................................................................................ 4. ASSIGNMENT........................................................................................... 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION ................... 6. COPYRIGHT.............................................................................................. 7. DISPUTES................................................................................................. 8. GOVERNING LAW AND VENUE................................................................ 9. INDEMNIFICATION.................................................................................. 10. LICENSING, ACCREDITATION AND REGISTRATION ................................... 11. RECAPTURE.............................................................................................. 12. RECORDS MAINTENANCE........................................................................ 13. SAVINGS.................................................................................................. 14. SEVERABILITY........................................................................................... 15. SUBCONTRACTING.................................................................................. 16. SURVIVAL................................................................................................. 17. TERMINATION FOR CAUSE....................................................................... 18. TERMINATION FOR CONVENIENCE.......................................................... 19. TERMINATION PROCEDURES................................................................... 20. TREATM ENT OF ASSETS........................................................................... 21. WAIVER................................................................................................... ........................................................ 8 ........................................................ 9 ........................................................ 9 ........................................................9 ........................................................ 9 ........................................................9 ......................................................10 ......................................................10 ......................................................10 ......................................................10 ......................................................10 ......................................................10 ......................................................11 ......................................................11 ......................................................11 ......................................................11 ......................................................11 ......................................................12 ......................................................12 ......................................................13 ......................................................13 ATTACHMENT A: SCOPE OF WORK.......................................................................................................................14 ATTACHMENT B: BUDGET....................................................................................................................................16 ATTACHMENT C: REPORTING............................................................................................................................... 17 Page 2 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Face Sheet Research & Development: ❑ Yes ® No Contract Number: F24-51701-002 Energy Division, Clean Buildings, Energy Efficiency & Electrification MSubrecipient Energy Efficiency and Conservation Block Grant ❑Contractor 1. Contractor 2. Contractor Doing Business As (as applicable) City of Tukwila N/A 6200 Southcenter Blvd. Tukwila, WA 98188 13500/13900 Interurban Ave. Tukwila, WA 98168 3. Contractor Representative 4. COMMERCE Representative David Rosen Kristen Kalbrener P.O. Box 42525 Fiscal Analyst Program Manager 98504-2525 (206) 767-2310 (360)515-8112 1011 Plum Street SE david.rosen@tukwilawa.gov Kristen.kalbrener@commerce.wa.gov Olympia, WA 98501 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $21,680 Federal: ® State: ❑ Other: ❑ N/A: ❑ 11/15/2024 12/30/2025 9. Federal Funds (as applicable) Federal Agency: ALN Indirect Rate $21,680 U.S Dept. of Energy 81.128 N/A 10. Tax ID# 11.SWV# 12.UBI# 13.UEI# 91-6001519 SWV0018023-00 179-000-208 UEQNMC26C8T 14. Contract Purpose The City of Tukwila will perform energy audits for City Hall and multiple recreational facilities. Cost date is same as signed Award Letter on May 29, 2024. COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms of this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Contractor Terms and Conditions including Attachment "A" — Scope of Work, Attachment "B" — Budget, Attachment "C" - Reporting FOR CONTRACTOR FOR COMMERCE DocuSigned by: Do1c""uSigned (by: onnnoron __ ano'o�mogcn non Pete Mayer, Department Director / Deputy City Michael Furze, Assistant Director, Energy Division Administrator 11/27/2024 1 9:09 AM PST 12/2/2024 1 9:44 AM PST Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 3 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Special Terms and Conditions 1. AUTHORITY COMMERCE and Grantee enter into this Contract pursuant to the authority granted by the Interlocal Cooperation Act, Chapter 39.34 RCW. 2. ACKNOWLEDGEMENT OF FEDERAL FUNDING Federal Award Date: 10/1/2023 Federal Award Identification Number (FAIN): DE-SE0000236 Federal Awarding Agency: U.S. Department of Energy, State and Community Programs Total amount of federal funds obligated to this Subrecipient for this program: $21,680 Total amount of federal funds obligated to this Subrecipient for all programs: $21,680 Awarding official: Michael Fong, Director (360) 725-4021 Unless otherwise specifically authorized herein, the budget period start and end dates shall be the same as the start and end dates on the Face Sheet. The Grantee agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in whole or in part with federal funds under this Contract, shall contain the following statements: "This project was supported by Grant No. DE-SE0000236 awarded by U.S. Department of Energy, State and Community Programs. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Energy, State and Community Programs. Grant funds are administered by the Clean Buildings Program, Washington State Department of Commerce." 3. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. The Representative for the Contractor and their contact information are identified on the Face Sheet of this Contract. 4. COMPENSATION COMMERCE shall pay an amount not to exceed $21,680 for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. Contractor's compensation for services rendered shall be based on the following rates or in accordance with the terms of Attachment A, Scope of Work. 5. SUBCONTRACTOR DATA COLLECTION Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work underthis Contract performed by subcontractors and the portion of Contract funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 6. INDIRECT COSTS Contractor shall provide their indirect cost rate that has been negotiated between their entity and the federal government. If no such rate exists a de minimis indirect cost rate of up to 10% of Modified Page 4 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Total Direct Costs (MTDC) may be used. 7. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE via the Commerce Contracts Management System. If required, the attachments to the invoice request in the Commerce Contracts Management System shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Contract Number F24-51701-002. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. If funds are available, COMMERCE may be able to amend and increase total funds based on realized expenditures to complete the project. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Invoices and End of Fiscal Year Invoices are due on the 20th of the month following the provision of services Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification of the end of fiscal year due date. The Contractor must invoice for all expenses from the beginning of the contract through June 30, regardless of the contract start and end date. Duplication of Billed Costs The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report (or completion of the project, etc.). 8. AUDIT If the Grantee expends $750,000 or more in federal awards as a Subrecipient from any and all sources in a fiscal year, the Grantee shall procure and pay for a single audit or a program -specific audit for that fiscal year in accordance with 2 CFR 200 Subpart F. In accordance with 2 CFR Page 5 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 200.501(h), for-profit Subrecipients expending $750,000 or more in federal awards in a fiscal year are also required to procure and pay for a single audit or program -specific audit for that fiscal year. Upon completion of each audit Grantee shall send all audit documentation to the If;;; ..dglr ,ll,,,- ,g.gd.iil CIlea.irii.irnglm.quu��. If the Grantee expends less than $750,000 in federal awards as a Subrecipient from any and all sources in a fiscal year the Grantee shall notify COMMERCE they did not meet the audit requirement threshold within 30 calendar days of the end of that fiscal year. 9. FRAUD AND OTHER LOSS REPORTING Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 10. DEBARMENT A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local) terminated for cause of default. B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections Page 6 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 of the rules implementing Executive Order 12549. Grantee may contact COMMERCE for assistance in obtaining a copy of these regulations. 11. INSURANCE Each party certifies that it is self-insured under the State's or local government self-insurance liability program, and shall be responsible for losses for which it is found liable. 12. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget • Attachment C - Reporting Page 7 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 General Terms and Conditions 1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Washington Department of Commerce. C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE and the Contractor, including any Exhibits, documents, or materials incorporated by reference and may constitute a Subaward if so designated. Electronic transmission of a signed copy of a Contract shall be the same as delivery of an original. D. "Contractor" or "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Agreement, and shall include all employees and agents thereof. E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, charges for patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs and the portion of each subaward in excess of $25,000. F. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). G. "State" shall mean the state of Washington. H. "Subaward" shall mean an award provided by a pass-through entity to a Subrecipient for the Subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A Subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a Contract. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "Subcontractor" and "Subcontractors" mean subcontractor(s) in any tier. "Subrecipient" or "Subgrantee" shall mean a non -Federal entity that receives a Subaward from a pass-through entity to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. Page 8 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of COMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: L All material provided to the Contractor by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Contractor that is designated as "confidential' by COMMERCE; and iii. All Personal Information in the possession of the Contractor that may not be disclosed under state or federal law. B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information orviolation of any state or federal laws related thereto. Upon request, the Contractor shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Contract whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 6. COPYRIGHT Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, Page 9 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty - free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor. 7. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 11. RECAPTURE In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Page 10 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 The Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 13. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 15. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. Page 11 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition to any other rights and remedies, provided by law. 18. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Contractor shall: A. Stop work under the contract on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the contract had been completed, would have been required to be furnished to COMMERCE; Page 12 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and G. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which COMMERCE has or may acquire an interest. 20. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this contract. B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this contract. E. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. 21. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of COMMERCE. Page 13 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Attachment A: Scope of Work Energy Efficiency & Conservation Block Grant Scope of Work Proposal City of Tukwila Tukwila Parks & Golf Buildings Energy Audits he City of Tukwila will work with an Energy Service Company (ESCO) to evaluate the energy efficiency, electrification, nd renewable energy opportunities and develop a plan of action for: 1. Foster Golf Links, a public golf course owned by the City 2. The City's Parks/Golf Maintenance Shops 3. The Tukwila Community Center, headquarters and primary programming location for Tukwila Parks & Recreation (No audit of HVAC system as one was recently performed) 4. The City of Tukwila City Hall ly evaluating energy efficiency, renewable energy, and electrification atone time, economies of cale can be maximized for the best value to the City as well as minimize service interruptions to ie buildings. All sites are located in a low-income community based on the Climate & Economic ustice Screening Tool (CEJEST) with the Golf Course, Parks/Golf Shops, and Tukwila Community ,enter also located adjacent to a historically polluted waterway, the Duwamish/Green River. Projects lanned for will lower energy and fuel usage as well as emissions for all sites. As part of this plan's development, the ESCO and City will complete several activities: 1. Identify Energy Usage and Cost Baseline a. Based on utility bills and building square footage provided by the City, ESCO will calculate the building's Energy Use Intensity (EUI) and Annual Energy Spend b. ESCO will discuss with the City what recent upgrades have occurred, what infrastructure is in need of upgrades, and the goals for the site 2. Recommend achievable, measurable energy reduction goals that build on the City's current sustainability practices and priorities 3. Audit the Buildings and Identify Energy Conservation Measures with high level budget costs and savings a. Energy efficiency, fuel switching including the use of electric golf carts, and rooftop solar PV will be considered b. The recommended measures will be reviewed with the City and appropriate stakeholders and revised c. ESCO will prepare a feasibility report for the City Page 14 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 ESCO's support will be one part of the larger energy plan development. The timeline for its efforts is as follows (Dates provided are estimated time to complete once a Notice to Proceed (NTP) has been provided and executed): 1. City Collection of Utility Bills: 2 weeks 2. Utility Analysis and Site Walks: 1 week 3. Identify energy conservation measures with high level costs and savings: 4 weeks 4. Review recommendations with City and appropriate stakeholders: 1 week 5. Revise recommendations: 1 week 1. Investment Grade Audit Report per ESPC guidelines 2. Project Development Plans Page 15 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Attachment B: Budget EECBG Proiect Budget — 2 years Project Costs must be: • Directly related to project Scope of Work. • Incurred during the budget period. • Not also billed to any other source. Resource: Code of Federal Regulations: . FR ; ; 2 CE.R PALI 200 Subr�art E Cost Principles Grant Amount: $21,680.00 Commerce contract #: F24-51701-002 Fund Source: U.S. Department of Energy Pass-through Entity: WA State Dept. of Commerce De Minimis Indirect Rate: 10% unless recipient organization has established its own rate ALN: 81.128 FAIN: DE-SE0000236 Energy Efficiency & Conservation Block Grant Budget Proposal City of Tukwila Tukwila Parks & Golf Buildings Energy Audits In preliminary conversations with potential project Paid Invoices Energy Audits contractors, estimate for energy audits of the Performed by ESCO $21,680 approximately 22,100 sq. ft involved in this project came to the provided figure. As actual energy costs allow, internal expense up to Financial Officer Internal $0 the total cost of the grant may be billed with Certification of Hours Staff/Administrative appropriate documentation worked, what role and what hourly wages GRANT TOTAL $21,680 Page 16 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 Attachment C: Quarterly Reporting Quarterly reports are due to Commerce October 15, January 15, April 15, and July 15. Grantee will report: • Progress to completion of planned project • Status of Energy plan development • Title of any energy plan -related policies developed • Brief description of community engagement in plan • If applicable, any public education plan developed • Expected date and amount of next A19/warrant to be submitted for reimbursement • Number of Investment Grade Audits performed • Square Footage of each IGA performed • Number of building all types of energy audits performed • Square footage of each energy audit performed • Number of commercial audits vs. public building • If applicable, number of audits for disadvantaged communities, for tribal communities Page 17 of 17 Docusign Envelope ID: E3A50B64-8076-4AAC-AC19-4404E7E9B9F8 i iiii,��' �� '�� °'''�� °''" I �0 iiii�� IIII � ��. �� liii iiii�� S, 'iiia Instructions: - Use this slip when soliciting any signature from the Energy Assistant Director or Deputy Assistant Director - Attach this slip to the top of your DocuSign envelope before any additional materials - When routing, only staff implicated in a request need to initial this slip. Inapplicable initial cells may be left empty - The DocuSign envelope should be context complete and all relevant explanatory material attached - Questions? Contact your Unit Admin or the Energy Admin Lead ENERGY CONTRACTS ROUTING SLIP 1 V3.1 • Any and all changes made are within my delegated authority and responsibilities • Fund source reviewed and contract amount approved PROGRAM IDS MANAGER & a Contract/amendment entry in CMS SUPERVISOR • If applicable, fund allocation spreadsheet emailed to appropriate staff • Fund obligation discussed, reviewed and memo approved by leadership and appointing authority prior to routing contract or amendment if applicable CLEAN BUILDINGS • Any and all changes made are within my delegated authority and CONTRACT & responsibilities Lg� BUDGET REVIEW Fund source, contract terms, scope of work reviewed and approved • Any and all changes made are within my delegated authority and responsibilities BUDGET STAFF 0 Reviewed allotment authority and coding IDS �N Appropriate award paperwork in place, if applicable • Reviewed contract/amendment entry in CMS • Any and all changes made are within my delegated authority and MANAGING responsibilities DIRECTOR Efi • Final review before appointing authority signature ASSISTANT DIRECTOR • Contract, amendment, or memo approved and signed by the [Signature on cc: Energy Admin Approving Authority document] Lead Instructions: - Use this slip when soliciting any signature from the Energy Assistant Director or Deputy Assistant Director - Attach this slip to the top of your DocuSign envelope before any additional materials - When routing, only staff implicated in a request need to initial this slip. Inapplicable initial cells may be left empty - The DocuSign envelope should be context complete and all relevant explanatory material attached - Questions? Contact your Unit Admin or the Energy Admin Lead ENERGY CONTRACTS ROUTING SLIP 1 V3.1