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HomeMy WebLinkAboutCOW 2025-03-10 COMPLETE AGENDA PACKETTukwila City Council Agenda OF THE WHOLE ❖ yh11LA, © 905 ❖ COMMITTEE Thomas McLeod, Mayor Councilmembers::. Mohamed Abdi ❖ Armen Papyan Marty Wine, City Administrator ❖ Jovita McConnell ❖ Dennis Martinez Tosh Sharp, Council President ❖ Hannah Hedrick ❖ Verna Seal N-SITE PRESENCE: TUKWILA CITY HALL COUNCIL CHAMBERS 6200 SOUTHCENTER BOULEVARD REMOTE PARTICIPATION FOR THE PUBLIC: 1-253-292-9750, ACCESS CODE: 670077847# Click here to: Join i'' icrosoft Teams eeting For Technical Support: 1-206-433-7155 Monday, March 10, 2025; 7:00 PM 1. CALL TO ORDER / PLEDGE OF ALLEGIANCE } 2. LAND ACKNOWLEDGEMENT The City of Tukwila is located on the ancestral lands t - Co- t Salish people. We acknowledge their continuing connections toy + ;ters and culture. We pay our respects to their eiders past, pre en . merging. 3. PUBLIC COMMENTS including comment on items both on and not on the meeting agenda Those wishing to provide public con nts y verbally address the City Council on -site at Tukwila City Hall or via • icrosoft Teams for up to 5 inutes items both on and not on th mee agenda. To provide comment v t +on icroso Tea s, please email citycouncilPtukwil., h your name and topic by 5:00 PM on the meeting both for date. ate. Please clearly i dica h your message is for public comment during the meeting, and you wil ive f her instructions. 4. SPECIAL ISSUES a. o my Area Transportation Board (SCATBd) Interlocal • ement. An ordinance amending Phased Binding Site Improvement Plans (BSIP) regulations. c. 2025 — 2026 Human Services Contracts: (1) Children's Home Society (DBA Akin) for behavioral health services. (2) Multi -Service Center for rent and utility assistance. (3) Refugee Women's Alliance for basic needs and services. (4) Tukwila Pantry for food pantry services. (5) Lease Agreement with St. Stephen Housing Association for Hartnett Manor. d. Tukwila Community Center HVAC Replacement Project Grant Awards with Washington State Department of Commerce: (1) Grant agreement in the amount of $250,260.00. (2) Grant agreement in the amount of $499,550.00. Pg.1 Pg.9 Pg.37 Pg.73 (Continued...) COMMITTEE OF THE WHOLE MEETING March 10, 2025 Page 2 5. REPORTS a. Mayor b. City Council c. Staff 6. MISCELLANEOUS 7. EXECUTIVE SESSION 8. ADJOURNMENT This agenda is available at www.tukwilawa.gov, and in alternate formats with advance notice for those with disabilities. Meetings are audio & videotaped. a►® If you are in need of translation or interpretation services at a Council meeting, Vare please contact us at 206-433-1800 by 12:00 p.m. on the meeting date. WELCOME TO THE TUKWILA CITY COUNCIL MEETING The Tukwila City Council encourages community participation in the local government process and welcomes attendance and public comment at its meetings. MEETING SCHEDULE Regular Meetings are held at 7:00 p.m. on the 1st and 3rd Mondays of each month. The City Council takes formal action in the form of motions, resolutions and ordinances at Regular Meetings. Committee of the Whole Meetings are held at 7:00 p.m. on the 2nd and 4th Mondays of each month. The City Council considers current issues, discusses policy matters in detail, and coordinates the work of the Council at Committee of the Whole meetings. PUBLIC COMMENTS Members of the public are given the opportunity to address the Council for up to 5 minutes on items both on and not on the meeting agenda during Public Comments. The City Council will also accept comments on an agenda item when the item is presented in the agenda, but speakers are limited to commenting once per item each meeting. When recognized by the Presiding Officer, please go to the podium if on -site or turn on your microphone if attending virtually and state your name clearly for the record. The City Council appreciates hearing from you but may not respond or answer questions during the meeting. Members of the City Council or City staff may follow up with you following the meeting. PUBLIC HEARINGS Public Hearings are required by law before the Council can take action on matters affecting the public interest such as land -use laws, annexations, rezone requests, public safety issues, etc. The City Council Rules of Procedure provide the following guidelines for Public Hearings: 1. City staff will provide a report summarizing and providing context to the issue at hand. 2. City staff shall speak first and be allowed 15 minutes to make a presentation. 3. The applicant is then allowed 15 minutes to make a presentation. 4. Each side is then allowed 5 minutes for rebuttal. 5. After City staff and the applicant have used their speaking time, the Council may ask further clarifying questions of the speakers. 6. Members of the public who wish to address the Council on the hearing topic may speak for 5 minutes each. 7. Speakers are asked to sign in on forms provided by the City Clerk. 8. The Council may ask clarifying questions of speakers and the speakers may respond. 9. Speakers should address their comments to the City Council. 10. If a large number of people wish to speak to the issue, the Council may limit the total amount of comment time dedicated to the Public Hearing. 11. Once the Presiding Officer closes the public hearing, no further comments will be accepted, and the issue is open for Councilmember discussion. 12. Any hearing being held or ordered to be held by the City Council may be continued in the manner as set forth by RCW 42.30.100. For more information about the City Council, including its complete Rules of Procedure, please visit: tt s:// .tu ila aov/e a ents/city-council/ COUNCIL A GRNDA SYNOPSIS Meeting Date Prepared by Mayor's review Council review 3/10/25 LH 3/17/25 LH ITEM INFORMATION ITEM No. 6.A. STAFF SPONSOR: LAUREL HUMPHREY ORIGINAL AGENDA DA IE: 3/10/25 AGENDA ITEM TITLE South County Area Transportation Board (SCATBd) Interlocal Agreement Renewal CATEGORY ® Discussion Mtg Date 3/10/25 ® Motion Mtg Date 3/17/25 ❑ Resolution Mtg Date ❑ Ordinance Aft Date ❑ Bid Award Aft Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date SPONSOR ® Council ® Mayor ❑ Admin Svcs ❑ DCD ❑ Finance ❑ Fire ❑ P&R ❑ Police ❑ PIV SPONSOR'S SUMMARY SCATBd is a multi -jurisdictional transportation planning partnership and Councilmember Martinez serves as Vice -Chair. The current Interlocal Agreement expires at the end of this year and participating agencies are asked to approve an updated agreement by March 18 when SCATBd members will take a vote. The City Attorney has approved the updated ILA. REVIEWED BY ❑ Trans&Infrastructw-e Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev. ❑ I. TAC DATE: ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. COMMITTEE CHAIR: RECOMMENDATIONS: SPONSOR/ADMIN. COMMIr1EE n/a COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $100 AMOUNT BUDGETED $ APPROPRIATION REQUIRED $ Fund Source: GENERAL FUND Comments: MTG. DATE RECORD OF COUNCIL ACTION 3/10/25 3/17/25 MTG. DATE ATTACHMENTS 3/10/25 Informational Memo dated 2/28/25 Draft agreement 3/17/25 1 City of Tukwila Thomas McLeod, Mayor INFORMATIONAL MEMORANDUM TO: Committee of the Whole FROM: Laurel Humphrey, Legislative Analyst DATE: February 28, 2025 SUBJECT: South County Area Transportation Board Agreement ISSUE The South County Area Transportation Board (SCATBd) is expected to vote on an updated Interlocal Agreement and member jurisdictions have been requested to complete approvals by then. SUMMARY The mission of the South County Area Transportation Board is to serve as a South King County forum for information sharing, consensus building and coordinating in order to resolve transportation issues and promote transportation programs that benefit the South King County area. Tukwila has been a member of SCATBd since the 1990s, and Councilmember Martinez currently serves as Tukwila's voting representative, also serving as 2025 Vice -Chair. Membership currently costs $100.00 per year. The changes in the updated agreement are summarized as follows: - Removing Renton from SCATBd (Renton has decided not to split their voting power and be a fulltime member of Eastside Transportation Partnership). - Adding letters of support for transportation projects to the Boards' abilities - Allowing for the option of co-chairs - Changing "shall" collect due to "may" collect dues RECOMMENDATION The Council is asked to approve the Agreement at the March 17, 2025 Regular Meeting in order to meet the deadline. ATTACHMENTS 1. Draft South County Area Transportation Board Agreement 2 South County Area Transportation Board Agreement Parties to Agreement City of Algona City of Auburn City of Black Diamond City of Burien City of Covington City of Des Moines City of Enumclaw City of Federal Way City of Kent City of Maple Valley City of Milton City of Normandy Park City of Pacific City of SeaTac City of Tukwila Muckleshoot Indian Tribe King County Transmitted to parties for approval and signature on THIS AGREEMENT is made and entered into by and among the CITY OF ALGONA, hereafter called "Algona"; the CITY OF AUBURN, hereafter called "Auburn"; the CITY OF BLACK DIAMOND, hereafter called "Black Diamond"; the CITY OF :BURIEN, hereafter called "Burien"; the CITY OF COVINGTON, hereafter called "Covington"; the CITY OF DES MOINES, hereafter called "Des Moines"; the CITY OF ENUMCLAW, hereafter called "Enumclaw"; the CITY OF FEDERAL WAY, hereafter called "Federal Way"; the CITY OF KENT, hereafter called "Kent"; the CITY OF MAPLE VALLEY, hereafter called "Maple Valley"; the CITY OF MILTON, hereafter called "Milton"; the CITY OF NORMANDY PARK, hereafter called "Noiiiiandy Park"; the CITY OF :PACIFIC, hereafter called "Pacific"; ; the CITY OF SEATAC, hereafter called "SeaTac"; the CITY OF TUKWILA, hereafter called "Tukwila"; the MUCKLESHOOT INDIAN TRIBE; and KING COUNTY, a legal subdivision of the State of Washington, hereafter called "King County" as members of the South County Area Transportation Board. WHEREAS, the parties to this agreement recognize that multi jurisdictional transportation planning and coordinated transportation plans benefit their citizens; and WHEREAS, the South County Area Transportation Board has served as the central forum for infoi'nation sharing, consensus building, and coordination to develop recommendations for transportation policies, projects and programs for the south King County area; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1.0 Purpose of this Agreement 3 The purpose of this Agreement is to recognize the South County Area Transportation Board as the transportation board for the south King County area to share infouniation, build consensus, and provide advice on plans, programs, policies and priorities for countywide, regional, state and federal transportation decisions. 2.0 Members and Voting Members shall have full voting rights, limited voting rights or shall be non -voting members, as follows: 2.1 Members with Full Voting Rights: Only jurisdictions which are signatories to this agreement shall have full voting rights on all of the following issues before the South County Area Transportation Board, unless otherwise noted, including: 1. Administrative issues, such as additional members and use of dues. 2. Identification of projects for the regional competition, if prescribed by the process approved by the King County caucus of the Transportation Policy Board. 3. Recommendations to Sound Transit on policies and capital and service plans and implementation. 4. Recommendations to King County on Metro Transit planning, development and implementation of products and services. 5. Recommendations to WSDOT on policies, programs and projects. 6. Recommendations to the PSRC on plans, policies, programs and projects such as Transportation 2040 updates and regional funding policies, strategies or programs. 7. Recommendations to the State Legislature and committees and commissions established by the Legislature on transportation policy, budget and priorities and legislative proposals and studies. 8. Recommendations to the federal delegation on federal legislation including reauthorization and funding priorities and other transportation -related programs. 9. Letters of support for transportation projects. 2.2 Members with Limited Voting Rights: The South County Area Transportation Board may add members with limited voting rights on the issues such as those listed below by unanimous vote of the parties to this agreement in attendance at a regular meeting. 1. Recommendations to WSDOT on policies, programs and projects. 2. Recommendations to the PSRC on plans, policies, programs and projects such as Transportation 2040 updates and regional funding policies, strategies or programs. 3. Recommendations to the State Legislature and committees and commissions established by the Legislature on transportation policy, budget and priorities and legislative proposals and studies. 4. Recommendations to the federal delegation on federal legislation including reauthorization and funding priorities and other transportation -related programs. 2.2(a) Such members and voting rights, if any, shall be listed in operating procedures to be adopted by the South County Area Transportation Board. 2.3 Non -Voting Members: The South County Area Transportation Board may add non -voting members by unanimous vote of the parties to this agreement in attendance at a regular meeting. The South County Area Transportation Board may remove non -voting members by a unanimous vote of the parties to the agreement at a regular meeting. 2.3(a) Such members shall be included in operating procedures to be adopted by the South County Area Transportation Board. 2 4 3.0 Representation and Conduct 3.1 Representation of city and county members shall be as follows: Full Voting Members Number of Representatives./Votes City of Algona 1 City of Auburn 1 City of Black Diamond 1 City of Burien 1 City of Covington 1 City of Des Moines 1 City of Enumclaw 1 City of Federal Way 1 City of Kent 1 City of Maple Valley 1 City of Milton 1 City of Nout,andy Park 1 City of Pacific 1 City of SeaTac 1 City of Tukwila 1 Muckleshoot Indian Tribe 1 King County 3 3.2 Elected officials shall be appointed to the South County Area Transportation Board by their cities and counties for a one-year term. King County representation shall be a maximum of two Councilmembers and the King County Executive. 3.3 Each city or county participating member may appoint an alternate for a one-year teuu. Designated alternates may vote in place of designated voting representatives in the absence of the designated representative. 4.0 Operating Procedures 4.1 The South County Area Transportation Board shall adopt operating procedures to specify limited voting members and non -voting members, if any, dues for limited and non -voting members, if any, and operational issues such as election of officers, formation of subcommittees and rules of order. A chair and vice -chair or co-chairs shall be elected per the operating procedures and shall be responsible for setting meeting agenda, running meetings and any other activities identified in the operating procedures. 5.0 Lead Agency 5.1 King County will be the Lead Agency for receipt and disbursement of funds collected through annual dues, and general administrative and program support for the South County Area Transportation Board. King County assumes wage and benefit costs of its staff perfoumming Lead Agency responsibilities to the extent that King County appropriates such funds. The Lead Agency, in its sole discretion, shall detei mine the level of staffing available based upon funding. 3 5 5.2 Lead Agency responsibilities may be limited to: maintaining the South County Area Transportation Board membership rosters and distribution lists; arranging for Board meetings, including scheduling, agendas and rooms; collecting, administering and disbursing Board dues; providing Board meeting support to the chair and vice chair or co-chairs; attending Board meetings; and preparing Board meeting summaries. 6.0 Financing and Cost Sharing Guidelines 6.1 Annual Review of Financing: The South County Area Transportation Board shall determine by June 30 of each year whether annual dues of $100.00 per voting representatives will be required of the South County Area Transportation Board member jurisdictions for the following year. Additionally, King County will provide the South County Arca Transportation Board a status update on funds collected and funds remaining by June 30 of each year. 6.2 Yearly Dues: The Lead Agency may bill annually at the end of each year, and dues are to be paid within ninety days after receipt of the invoice. Members not in good standing shall lose voting rights until the required dues are paid. Additional dues above $100.00, and any dues required by limited or non -voting members, will be detelmuined by the South County Area Transportation Board as prescribed in the operating procedures. Revenue from dues shall be used for refreshments, room rentals, speaker fees, special events, public education, or other expenses authorized by the South County Area Transportation Board. The designated Lead Agency shall not be required to pay yearly dues. 6.3 Additional financial contributions: If additional financial contributions beyond an increase in dues are determined to be necessary, costs shall be shared among all voting members, with an option for King County to recuse itself from further financial obligations. Recused members may not vote on deteuuining the additional financial contribution or uses for the additional funds. 6.4 Modification to Agreement Required: if additional funds are determined to be necessary, a modification to this agreement specifying cost -sharing, purpose, scope of work, administration, collection and disbursement of funds and other details is required in order to obligate a member jurisdiction to funding participation. 7.0 Withdrawal of a Party from this Agreement Each party, for its convenience and without cause or for any reason whatsoever, may withdraw from participation in this Agreement by providing written notice, sent certified mail, return receipt required, to the chair of the South County Area Transportation Board at least thirty (30) days in advance of the effective date of the withdrawal. A withdrawing party shall not be entitled to a refund of any payments to the South County Area Transportation Board and shall pay any dues required to be paid under this Agreement for costs which had been obligated prior to the effective date of the withdrawal. All obligations other than dues cease upon withdrawal. Each party's funding to perfoiin its obligations under the Agreement, beyond the current appropriation year, is conditional upon appropriation by the party's governing body of sufficient funds. Should such an appropriation not be approved for a future year, a party may exercise its right to withdraw from the Agreement. 8.0 Duration 6 4 This Agreement shall take effect upon being duly adopted by the governing bodies of all parties and executed by the authorized representatives of all parties. This Agreement shall remain in effect until December 31, 2027, provided that unless teuiiinated earlier in accordance with Section 9.0, this Agreement shall be automatically extended upon the same teuus or conditions for another WI in commencing January 1, 2028, and ending no later than December 31, 2029. 9.0 Termination All parties to this Agreement must agree to teuuinate this Agreement in order for such teuuination to be effective. If all parties desire to teliuinate this Agreement, they shall execute a Statement of Teliiiination. Upon teuiiination, no party shall be required to make any additional contributions. Any remaining funds shall be refunded to the parties to this Agreement according to Section 11.0. 10.0 Real and Personal Property The acquisition of real property is not anticipated under this Agreement. Any personal property acquired pursuant to this Agreement shall be held by the Lead Agency. In the event this Agreement expires or is terminated in accordance with Section 8.0 or 9.0, any personal property other than cash shall remain with the Lead Agency. 11.0 Return of Funds At such time as this Agreement expires without being extended or revised, or is tet ininated in accordance with Section 9.0, any unexpended and uncommitted funds shall be distributed proportionately to those parties to this Agreement at the time of teIiiiination based on each party's percentage share of the total balance at the time of teliiiination. 12.0 Filing This Agreement shall be filed with the King County Department of Records and Elections. 13.0 Legal Relations 13.1 The parties shall comply with all applicable state and federal laws and regulations. 13.2 This Agreement is solely for the benefit of the parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. No employees or agents of one party or any of its contractors or subcontractors shall be deemed, or represent themselves to be, employees of any other party. 13.3 Each party shall defend, indemnify and hold hal !less the other party and all of its officials, employees, principals and agents from all claims, demands, suits, actions, and liability of any kind whatsoever which arise out of, are connected with, or are incident to any negligent acts of the first party, its contractor, and/or employees, agents, and representatives in perfoimuing the first party's obligations under this Agreement. The parties agree that their obligations under this paragraph extend to claims made against one party by the other party's own employees. For this purpose, the parties, by mutual negotiation, hereby waive any immunity that, as respects the other party only, would otherwise be available against such claims under the industrial insurance provisions of RCW Title 51. In the event 5 7 either party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this section, against the other party, all such fees, costs and expenses shall be recoverable by the prevailing party. 13.4 The provisions of this Section shall survive and remain applicable to each of the parties notwithstanding any teliiiination or expiration of this Agreement and notwithstanding a party's withdrawal from this Agreement. 14.0 Entirety and Modifications 14.1 This Agreement merges and supersedes all prior negotiations, representations and agreements between the parties relating to the subject matter hereof and constitutes the entire agreement between the parties. 14.2 This Agreement may be modified or extended only by written instrument signed by all the parties hereto. 15.0 Counterparts The signature pages of this Agreement may be executed in any number of counterparts, each of which shall be an original. For purposes of this Agreement, a duly authorized electronic signature constitutes an original signature. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and delivered by its duly authorized officer or representative as of the date set forth below its signature. City of Algona City of Auburn City of Black Diamond By: By: By: Date: Date: Date: City of Burien City of Covington City of Des Moines By: By: By: Date: Date: Date: City of Federal Way City of Kent City of Maple Valley By: By: By: Date: Date: Date: City of Normandy Park City of Pacific By: By: Date: Date: City of SeaTac City of Tukwila Muckleshoot Indian Tribe By: By: By: Date: Date: Date: King County City of Enumclaw City of Milton By: By: By: Date: Date: Date: 8 6 COUNCIL A GRNDA SYNOPSIS Meeting Date Prepared by Mayor's review Council review 3/10/2025 NT ITEM INFORMATION ITEM No. 6.B. STAFF SPONSOR: NEIL TABOR ORIGINAL AGENDA DAM: 3/10/25 AGENDA ITEM TITLE Phased Binding Site Improvement Plan Code Amendment CATEGORY ® Discussion Mtg Date 3/10/25 ❑ Motion ilk Date ❑ Resolution Mtg Date ® Ordinance Mtg Date 3/17/25 ❑ Bid Award ilk Date ❑ Public Hearing Mt' Date ❑ Other Mtg Date SPONSOR ❑ Council ❑ Mayor ❑ Adnain Svcs ® DCD ❑ Finance ❑ Fire ❑ Pc R ❑ Police ❑ PJF SPONSOR'S SUMMARY Proposed ordinance to amend the Tukwila Muncipal Code to remove the requirement for phased binding site improvement plans (BSIPs) to also execute development agreements. City Council is being asked to consider and approve the ordinance. REVIEWED BY ❑ Trans&Infrastructw-e Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ® Planning & Community Dev. ❑ LTAC ❑ Arts Comm. ❑ Parks Comm. ® Planning Comm. DATE: 1/ 23/ 25; 3/10/25 COMMITTEE CHAIR: HEDRICK RECOMMENDATIONS: SPONSOR/ADMIN. Department of Community Development COMMIrIEE Unanimous Approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $o AMOUNT BUDGETED $o APPROPRIATION REQUIRED $o Fund Source: N/A Comments: MTG. DATE RECORD OF COUNCIL ACTION MTG. DATE ATTACHMENTS 3/10/25 Info Memo prepared 3/4/2025 Draft Ordinance Redlines of proposed code changes Written public comment received ahead of the 1/23/2025 Public Hearing Minutes from the 1/23/2025 Planning Commission Public Hearing Staff Report from the 1/23/2025 Planning Commission Public Hearing 3/17/25 9 10 City of Tukwila INFORMATIONAL MEMORANDUM Planning and Community Development Committee Mayor Thomas McLeod Nora Gierloff, AICP, DCD Director Neil Tabor, AICP, Senior Planner March 4, 2025 SUBJECT: Proposal to amend regulations for phased binding site improvement plans ISSUE The proposed code amendment would streamline the process for Binding Site Improvement Plans. Binding Site Improvement Plans (BSIPs) are plans used to provide flexibility for sale of property within a larger development. These developments often rely on shared features within the larger site, such as parking, access points, landscaping, utilities, refuse collection areas, etc. As an alternative to the traditional subdivision process, these plans are typically used for commercial or industrial sites, however, they can also be used for residential and mixed use developments, which may desire to sell individual portions of land for building sites, while retaining shared common areas. BSIPs can also provide flexibility when combined with creating condominium ownership or phased development. Phased BSIPs refer to developments that plan to develop in multiple stages, staggering certain site improvements over multiple phases. The City's regulations currently require that phased BSIPs also execute a development agreement, or contract between the City and developer, in all proposed phased BSIPs. Staff has found that this requirement is redundant to other phased BSIP requirements, burdensome to both City and developer time and resources, and generally out of step with standards of other comparable jurisdictions. Codified in TMC 17.16, BSIPs proposing to develop in phases are required to enter into a development agreement in addition to completing the BSIP. Development agreements add cost to a project by adding several months of process time for review, analysis, legal consultants, contracting, and scheduling of a public hearing before City Council. Page 2 This equates to months of unnecessary additional carrying costs for developers on what are generally large scale projects, in addition to permit fees. In addition to the staff and City Council time exhausted, this process also creates uncertainty for the developer by changing the review from being entirely administrative, based on municipal code standards, to a legislative process before the City Council on a generally, technically complex topic. While there may be instances in which a development agreement may be desired by the developer due to project complexity, a desire to vest certain permits, or other factors, this is unlikely to be the case with most proposed phased BSIPs. PLANNING COMMISSION RECOMMENDATION A public hearing on the code amendment L25-0001 was held at the January 23rd, 2025, Planning Commission meeting. Commissioners passed a motion to recommend that the City Council adopt the code amendments without modifications. SUMMARY OF PROPOSED CHANGES The requirement for phased BSIPs to execute a development agreement is located in the Tukwila Municipal Code (TMC) 17.16.030(C) Preliminary Binding Site Improvement Plan (BSIP) approval, Approval Criteria. Staff proposes removing the sole provision requiring the execution of a development agreement. References requiring consistency with approvals and options to apply conditions and limitations for phased BSIPs are already present in other sections of TMC 17.16 and throughout the TMC. Language proposed for removal: TMC 17.16.040(C) 13. Additional Approval Criteria for Phased Development: If the applicant chooses development agreement with the City pursuant to RCW 36.70B.170 if one is not n place This agree ent shall govern ata minims im the use and ��-pa�rn'�-� rt, urn-�v-°��rr�a- e development of the property subject to the BSIP, including: a). vesting applicable to subsequent permits; b). the manner in which each phase of the development will proceed to ensure that the roads and utilities necessary to serve each phase of the development are constructed prior to the development of each phase; Structure, formatting and other minor headings have also been edited in this section for consistency. 11 Page 3 ANALYSIS Staff Report Criteria TMC 18.82.030 requires that staff reports for proposed amendments to development regulations address the five listed criteria in this section. As criteria pertain to both privately initiated code amendment applications and those proposed by staff, some criteria may not be as relevant for all code amendment proposals. Criteria and staff responses are listed below. 1. An evaluation of the application materials; Staff Response: Not applicable. 2. Impact upon the Tukwila Comprehensive Plan and Zoning Code; Staff Response: The proposed code amendment is consistent with the comprehensive plan and does not require an amendment to the comprehensive plan. The proposed amendment to the zoning code intends to streamline the phased binding site improvement plan process and remove unnecessary requirements. 3. Impact upon surrounding properties, if applicable; Staff Response: Not applicable. 4. Alternatives to the proposed amendment; and Staff Response: If the proposed amendment were not adopted, any development proposing a phased binding site improvement plan would still be required to execute a development agreement in addition to the phased binding site improvement plan. Staff discussed the possibility of introducing other additional requirements with the removal of the development agreement requirement, but found other code sections within Title 17 to be sufficient to ensure that phased BSIPs would meet the conditions required of later phases of development. The concept of requiring a development agreement for phased BSIPs that surpass a specified threshold based on project size or other factors was discussed at Planning Commission. However, due to the variety of projects that may apply for a phased BSIP, the potential use of a relatively arbitrary threshold value, the overall lack of value to the City, and additional time, expense, and inconvenience for the developer to execute a development agreement, staff did not feel that requiring execution of a development agreement for projects meeting a specific threshold was of benefit to the City, the project, or the developer. In the draft ordinance proposed, developers would retain the ability to pursue a development agreement in conjunction with a phased BSIP, if so desired. 5. Appropriate code citations and other relevant documents. 12 Page 4 Staff Response: Existing code within TMC Chapter 17.16 Detailed Procedures For Binding Site Improvement Plans (BSIPs) provide staff with adequate ability to enforce phased binding site improvement plans and include additional relevant conditions and limitations without the need to do so through a development agreement. Relevant sections of code are copied below. TMC 17.16.060(C) Binding Effect: Approved BSIPs shall be binding and shall be enforceable by the City. All provisions, conditions and requirements of the BSIP shall be legally enforceable on the purchaser or on any person acquiring a lease or other ownership interest of any lot, tract, or parcel created pursuant to the BSIP. TMC 17.16.070(B) Phasing of Improvements: To satisfy improvement requirements, the Short Subdivision Committee is authorized to impose conditions and limitations on the BSIP. If the Short Subdivision Committee determines that any delay in satisfying requirements will not adversely impact the public health, safety or welfare, the Committee may allow requirements to be satisfied prior to: 1. Issuing the first building permit for the site; or 2. Prior to issuing the first building permit for any phase, ;or 3. Prior to issuing a specific building's certificate of occupancy; or 4. In accordance with an approved phasing plan; or 5. In accordance with plans established by a development agreement or as otherwise permitted or required by the TMC. Decision Criteria TMC 18.82.020, Decision Criteria provides criteria for the final City Council decision on proposed code amendments. Decision criteria are as follows: 1. Is the amendment consistent with the Comprehensive Plan? 2. Does the amendment meet at least one of the following criteria: a. Eliminates conflicts between TMC and the Comprehensive Plan; or b. Accomplishes policy directives of the Council or Administration; or c. Corrects an error or errors in the TMC. 13 Page 5 FINANCIAL IMPACT No direct costs to the City are expected from this code amendment. RECOMMENDATION The Council is being asked to approve the ordinance and consider this item at the March 10, 2025 Committee of the Whole and subsequent March 17, 2025 Regular meeting. ATTACHMENTS A. Ordinance B. TMC 17.16.040 Proposed Code Amendments (Redlined) C. Written public comment received ahead of 1/23/2025 Public Hearing D. Minutes from 1/23/2025 Planning Commission Public Hearing E. Staff Report from 1/23/2025 Public Hearing 14 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDI NCE NO. 2740 §3 (PART), AS CODIFIED AT TUKWILA ICIPAL CODE (TMC) SECTION 17.16.040, "PRELIMIN PLICATIONS," TO REMOVE LANGUAGE REQUIRI P D BINDING SITE IMPROVEMENT PLANS TO �'�CUTE D LOPMENT AGREEMENTS; PROVIDING F S ERABI 'Y; AND ESTABLISHING AN EFFECTIVE WHEREAS, Title 17 of the Tukwila site improvement plans and the City des provisions of state law, as per RC 17 nd tablishes procedures for binding o edures to be consistent with the WHEREAS, the City deslr "o ell ate <<, ecessary development regulations; and WHEREAS, the requi development agreem 17; and I phased binding site improvement plans to execute a as redundant to existing regulations within TMC Title WHEREAS, on 2025, the Tukwila Planning Commission, following adequate public notice, h blic hearing to receive testimony concerning amending the Tukwila Municipal Code an that that meeting adopted a motion recommending the proposed changes as set forth herein; and WHEREAS, on January 24, 2025, the City's State Environmental Policy Act (SEPA) Responsible Official issued a Determination of Non -Significance on the proposed amendments; and WHEREAS, the Tukwila City Council finds that the amendments set forth herein in the best interest of the public's health, safety, and welfare. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: 2025 Legislation: BSIP Amendments Version: 3/4/25 Staff: N. Tabor Page 1 of 4 15 Section 1. Adoption of Findings of Fact. The City Council finds as follows: A. The above recitals, set forth as "WHEREAS" clauses, are hereby adopted as Findings of Fact in support of the adoption of this ordinance. B. The amendments that are established below comply with the requirements of the Washington State Growth Management Act and the Tukwila Municipal Code. Section 2. Ordinance No. 2740 §3 (part), as codified at TMC Section 17.16.040, "Preliminary Applications," subparagraph C, is hereby amended to read as follows: 17.16.040 Preliminary Applications C. Approval Criteria: 1. Prior to approval of any BSIP, the Short Subdivision Committee shall ensure that the following improvements are provided to sufficiently ice the anticipated uses throughout the proposed plan and the decision criteria th �, glow are met: a. Adequate water supply. b. Adequate sewage disposal. c. Appropriate storm drainage impro d. Adequate fire hydrants. e. Appropriate access to all an Ip es` ''thin the plan. y l b�su f. Provision for all appr• to d � .edic•tion, and/or easements. g. Monumentation _. for try t corners. 2. Legal Lots: a. Residen s consist of one or more contiguous legally -created lots and each lot shall the : u `imensional requirements of the applicable zone or overlay district. b. If the site co commercial or industrial uses, or mixed -use commercial and residential uses, the '=s shall meet the minimum dimensional requirements of the zoning district or meet the definition of "integrated site" in TMC 18.06, such that when taken as a whole and not considering interior lot lines, the integrated site meets all applicable zoning and subdivision requirements. 3. Appropriate easements and maintenance agreements for shared facilities, including but not limited to, circulation, parking, utilities and landscaping, have been provided. 4. Modifications to the minimum zoning standards for individual lots located within the integrated site -- including setbacks, parking, landscaping, lot area and lot dimension -- are not detrimental to the public health, safety and welfare, do not adversely affect the rest of the integrated site or other properties in the vicinity, and do not impede planned street, trail or pedestrian networks for the neighborhood or district. 2025 Legislation: BSIP Amendments Version: 3/4/25 Staff: N. Tabor Page 2 of 4 16 5. Common improvements necessary to serve any particular phase of development must be sufficient for meeting the zoning and subdivision requirements for that phase. 6. Access to the integrated site meets the subdivision ordinance standards. Access within the site provides for safe and efficient circulation and meets Fire Department access requirements. 7. The circulation system incorporates appropriate provisions for safe pedestrian activity to the site from the street and from building to building within the site. 8. The sign regulations shall be applied to the integrated site as a whole. For example, the number of freestanding signs allowed is based on one (1) site within the BSIP. Individual ownerships within the integrated site are not considered to be separate sites in determining the number of freestanding signs allowed. 9. The requirements of the Washington State Building ode are met. 10. Future Development: The BSIP shall conta subsequent development of the site shall be in conform BSIP. 11. Dedication Statement: Where lands a applicant shall provide a dedication statement a provision requiring that any the approved and recorded d or pro ed for dedication, the edgement on the BSIP. approved ar 12 The BLIP shali t� e consist vvrt �° � It.y a .raved master plans id. development agreements, D 12. Additional Approval Ownership: Condominium deve of such approval is to divide th to either RCW Chapter 64.32 has already been constructed for an entire develop develop the property agfccmcnt with thc Ci the BSIP, including: a. vesting applicable to subsequent permits; b. the manncr in which ch phase of thc development will proceed to ensure that the roads and utilities necessary to serve ch phase of thc development are constructed prior to the development of Bach phase; c. expiration of the agreement and all provisions therein. 14. Consistency: The BSIP shall be consistent with any City approved master plans and development agreements. IPs Proposing Condominium gible for BSIP approval when the purpose rtion of the parcel or tract can be subjected n only be approved when the development he a • • roval has been obtained and a building permit of a development is issued. evelopment, the applicant must execute a development o RCW 36.70B.170 if one is not already in place. This nimum, the use and development of the property subject to Section 3. Corrections by City Clerk or Code Reviser Authorized. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other 2025 Legislation: BSIP Amendments Version: 3/4/25 Staff: N. Tabor Page 3 of 4 17 local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. Section 4. Severability. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance or its application to any person or situation should be held to be invalid or unconstitutional for any reason by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this ordinance or its application to any other person or situation. Section 5. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF T KWILA, WASHINGTON, at a Regular Meeting thereof this day of ,_ ` , 2025. ATTEST/AUTHENTICATED: Andy Youn-Barnett, CMC, City Clerk APPROVED AS TO FORM B Office of the City A 2025 Legislation: BSIP Amendments Version: 3/4/25 Staff: N. Tabor Leod, Mayor iled with the City Clerk: assed by the City Council: Published: Effective Date: Ordinance Number: Page 4 of 4 18 CHAPTER 17.16 DETAILED PROCEDURES FOR BINDING SITE IMPROVEMENT PLANS (BSIPS) Sections: 17.16.010 Purpose 17.16.020 Applicability 17.16.030 Decision Process 17.16.040 Preliminary Applications 17.16.050 Expiration of Preliminary Approval 17.16.060 Final Applications 17.16.070 Improvements 17.16.080 Alterations and Vacations 17.16.010 Purpose A. This chapter is established to: 1. Provide an optional process for land under single ownership to be divided for the purpose of sale or lease; 2. Accommodate the division of land for the purpose of sale or lease of property within an integrated commercial or industrial center, which allows certain zoning standards (minimum parking, setbacks, landscaping, lot area and lot dimension) on the individual lots to be modified provided the standards for the entire center are met; 3. Facilitate alternative ownership options by allowing BSIPs in conjunction with a condominium process for residential, commercial, or industrial purposes (RCW 64.34); 4. Allow phased infrastructure improvements for large tracts of land. 17.16.020 Applicability A. Eligibility: A BSIP application may be submitted for a project located on any land zoned multi -family, commercial, or industrial, consistent with the terms of this chapter. B. Construction Authorization Through Other Permits: A BSIP creates or alters existing lot lines. A BSIP does not authorize construction. Construction is permitted upon approval of construction and building permits that implement the BSIP. 17.16.030 Decision Process A. Applications for BSIPs shall be processed as Type 2 decisions subject to the provisions of TMC 18.104. 17.16.040 Preliminary Applications A. Application Requirements: Applications for preliminary BSIPs shall meet the permit submittal requirements found at TMC 18.104.060. 19 B. Review Procedures: Applications for preliminary BSIPs shall be reviewed in the same manner prescribed in TMC 17.12.030(B) for preliminary short subdivisions. C. Approval Criteria: 1. Prior to approval of any BSIP, the Short Subdivision Committee shall ensure that the following improvements are provided to sufficiently service the anticipated uses throughout the proposed plan and the decision criteria that follow are met: a. Adequate water supply. b. Adequate sewage disposal. c. Appropriate storm drainage improvements. d. Adequate fire hydrants. e. Appropriate access to all anticipated uses within the plan. f. Provision for all appropriate deed, dedication, and/or easements. g. Monumentation of all exterior tract corners. 2. Legal Lots: a. Residential BSIPs shall consist of one or more contiguous legally - created lots and each lot shall meet the minimum dimensional requirements of the applicable zone or overlay district. b. If the site will contain commercial or industrial uses, or mixed -use commercial and residential uses, the lots shall meet the minimum dimensional requirements of the zoning district or meet the definition of "integrated site" in TMC 18.06, such that when taken as a whole and not considering interior lot lines, the integrated site meets all applicable zoning and subdivision requirements. 3. Appropriate easements and maintenance agreements for shared facilities, including but not limited to, circulation, parking, utilities and landscaping, have been provided. 4. Modifications to the minimum zoning standards for individual lots located within the integrated site -- including setbacks, parking, landscaping, lot area and lot dimension -- are not detrimental to the public health, safety and welfare, do not adversely affect the rest of the integrated site or other properties in the vicinity, and do not impede planned street, trail or pedestrian networks for the neighborhood or district. 5. Common improvements necessary to serve any particular phase of development must be sufficient for meeting the zoning and subdivision requirements for that phase. 6. Access to the integrated site meets the subdivision ordinance standards. Access within the site provides for safe and efficient circulation and meets Fire Department access requirements. 7. The circulation system incorporates appropriate provisions for safe pedestrian activity to the site from the street and from building to building within the site. 20 8. The sign regulations shall be applied to the integrated site as a whole. For example, the number of freestanding signs allowed is based on one (1) site within the BSIP. Individual ownerships within the integrated site are not considered to be separate sites in determining the number of freestanding signs allowed. 9. The requirements of the Washington State Building Code are met. 10. Future Development: The BSIP shall contain a provision requiring that any subsequent development of the site shall be in conformance with the approved and recorded BSIP. 11. Dedication Statement: Where lands are required or proposed for dedication, the applicant shall provide a dedication statement and acknowledgement on the BSIP. shaIie.�r,i i.l C. 12. Additional Approval Criteria for BSIPs Proposing Condominium Ownership: Condominium developments are eligible for BSIP approval when the purpose of such approval is to divide the property so a portion of the parcel or tract can be subjected to either RCW Chapter 64.32 or 64.34. A BSIP can only be approved when the development has already been constructed or when the approval has been obtained and a building permit for an entire development or a portion of a development is issued. property subject to the BSIP, includin : a. vesting applicable to subsequent permits; ensure that the roads and utilitics necessary to serve each phase of the development are c. expiration of the agreement and all provisions therein. plans and development agreements. 17.16.050 Expiration of Preliminary Approval A. If the BSIP is not recorded within three (3) years of the date of the preliminary BSIP, the BSIP shall become null and void. Upon written request by the applicant prior to the expiration date, the Short Subdivision Committee may grant one (1) extension of not more than one (1) year. B. Where all conditions of approval of the BSIP have been satisfied, and all required documents have been submitted within the three (3) year filing period, the Director may grant a single extension of up to one hundred eighty (180) days for the processing and recording of the final BSIP. 21 17.16.060 Final Applications A. Application Requirements: Applications for final BSIPs shall meet the permit requirements found at TMC 18.104.060. B. Final Approval Review Procedures: 1. The Short Subdivision Committee may grant final approval of the BSIP when they find that the survey, plan and other documents for recording are consistent with the preliminary approval. No formal meeting of the Committee is required so long as the Chair obtains the recommendations and consent of the other members of the Committee before issuing a decision. 2. Upon final approval of the BSIP, the applicant shall record the plat and all other relevant documents with the King County Department of Executive Services. The applicant is responsible for paying the recording fee(s). Upon completion of recording, the applicant shall provide the Department with a copy of the recorded documents. The BSIP shall not be considered final until these documents have been provided to the Department. C. Binding Effect: Approved BSIPs shall be binding and shall be enforceable by the City. All provisions, conditions and requirements of the BSIP shall be legally enforceable on the purchaser or on any person acquiring a lease or other ownership interest of any lot, tract, or parcel created pursuant to the BSIP. 17.16.070 Improvements A. Improvements: The following requirements shall be met for each BSIP prior to the issuance of a building permit for construction within a BSIP. 1. Improvements Required: Consistent with TMC 17.20, and subject to any applicable development agreement, the following tangible improvements shall be provided, either by actual construction or a construction schedule approved by the City and bonded by the applicant, before a BSIP may be recorded: a. grading and paving of streets and alleys; b. installation of curbs, gutters, sidewalks, monuments, sanitary and storm sewers, street lights, water mains and street name signs; together with all related appurtenances to the specifications and standards of this code, approved by the Short Subdivision Committee, and in accordance with other standards of the City. A separate construction permit will be required for any such improvements, along with associated engineering plans prepared per the City Drafting Standards. 2. Modifications: Proposals that contain commercial uses, industrial uses, or mixed -uses (commercial and residential), and that meet the definition of "integrated site" in TMC 18.06, are not required to submit a modification request. B. Phasing of Improvements: To satisfy improvement requirements, the Short Subdivision Committee is authorized to impose conditions and limitations on the BSIP. If the Short Subdivision Committee determines that any delay in satisfying requirements will 22 not adversely impact the public health, safety or welfare, the Committee may allow requirements to be satisfied prior to: 1. Issuing the first building permit for the site; or 2. Prior to issuing the first building permit for any phase; or 3. Prior to issuing a specific building's certificate of occupancy; or 4. In accordance with an approved phasing plan; or 5. In accordance with plans established by a development agreement or as otherwise permitted or required by the TMC. 17.16.070 Alterations and Vacations A. Alteration: Alteration of an approved BSIP, excluding standard easements for utilities and lot line adjustments, shall be accomplished following the same procedures required for a new BSIP application as set forth in this chapter; provided, that only owners of lots within the BSIP that are directly affected by the proposed alteration shall be required to authorize application for the alteration. If a property subject to a BSIP approval is the subject of a development agreement, the alteration of the approved BSIP shall not require an amendment to the development agreement or approval by the City Council and, after approval and recording, shall automatically be incorporated within the development agreement unless otherwise provided in the development agreement. B. Vacation: Vacation of a recorded BSIP shall be accomplished by following the same procedures required for a new BSIP application as set forth in this chapter. If a portion of a BSIP is vacated, the property subject to the vacation shall constitute one lot, and the balance of the approved BSIP shall remain as approved. Any non -conformities created by such a vacation must be remedied prior to final approval of the vacation. If a BSIP property subject to a BSIP approval is the subject of a development agreement, the vacation of the approved BSIP, whether total or partial, shall not require an amendment to the development agreement or approval by the City Council and, after approval and recording shall automatically be incorporated within the development agreement unless otherwise provided in the development agreement. 23 DATE: January 21, 2025 TO: Tukwila Planning Commission c/o Nora Gierloff, Director of Community Development Neil Tabor, AICP, Senior Planner DELIVERY: email only to: Nora.Gierloff@TukwilaWA.gov Neil.Tabor@TukwilaWA.gov Planning@TukwilaWA.gov FROM: Sam Pace, Housing Specialist Seattle King County REALTORS° Sam@SamPace.com (253) 569-2663 RE: Planning Commission Public Hearing re: File Numbers: L25-0001 & E25-0002; Proposal to Amend Regulations for Phased Binding Site Improvement Plans Dear Commissioners, Director Gierloff and Senior Planner Tabor, I am writing to you on behalf of our 6,000+ members of Seattle King County REALTORS° to provide public hearing comments (of record) in connection with the Planning Commission's Public Hearing scheduled for January 23th regarding the City of Tukwila staff proposal to amend regulations for Phased Binding Site Improvement Plans. It is our understanding that: • Tukwila's city code currently provides: o Applicants proposing to develop a project as a Binding Site Improvement Plan, or BSIP, are required by section 17.16.030(C) of Tukwila's Municipal Code to: (a) enter into a Development Agreement, and (b) also complete the Binding Site Improvement Plan City staff have identified (in our view, correctly) that these requirements are duplicative, and there are numerous reasons that correcting the situation would be well-advised. • The proposal before the Planning Commission for public hearing on January 23rd: o Would remove the sole provision in the Tukwila Municipal Code (TMC) requiring the execution of a Development Agreement when there is a BSIP, 24 o Would not compromise, or dilute, existing development standards - because the substantive requirements of development agreements are already present, both in Chapter 17.16, and elsewhere in city code, o Would require that a Binding Site Improvement Plan be consistent with any City - approved master plans and development agreements; and o Would be applied city-wide if approved by the City Council. • No Environmental Determination has yet been issued, but one is anticipated prior to City Council action on the proposal, if the Planning Commission supports moving forward. We believe Neil Tabor has done a capable job of explaining that BSIPs can provide flexibility to accommodate a sale of property. We would add to his observation by noting that sometimes such sales are necessary to facilitate obtaining the financing that is required to make it possible to finish building -out a development. As Mr. Tabor notes, "...these developments often rely on shared features within the larger site, such as parking, access points, landscaping, utilities, refuse collection areas, etc. As an alternative to the traditional subdivision process, these plans are typically used for commercial or industrial sites, however, they can also be used for residential and mixed use developments, which may desire to sell individual portions of land for building sites, while retaining shared common areas. BSIPs can also provide flexibility when combined with creating condominium ownership or phased development." (Bold emphasis was added by the REALTORS®) We want to focus -in on the fact that (even though the BSIPs are typically used for large commercial and industrial projects), the issue before the Planning Commission in this public hearing is also important for housing. Over time, housing legislation passed in 2023 - including HB 1110 (Middle Housing) and HB 1337 (Accessory Dwelling Units) - will result in more dwelling units within cities. But most of that housing will be rentals, and will not likely provide many homeownership opportunities, absent additional changes to state law. More homeownership opportunities not only benefit would-be homebuyers, they also help renters by reducing the competition for rental units (by getting would-be homebuyers out of the rental market), and they create additional opportunities for historically disadvantaged households to access the single most important opportunity to create inter -generational wealth, which is ownership of residential real estate. One of the reasons those Middle Housing and Accessory Dwelling Units are likely to be mostly rentals is straightforward: 2 25 • The "amount of housing that gets built — even if it's Middle Housing or ADUs" is a different issue than "whether the housing is rentals or ownership units." • For a builder to create an "home ownership opportunity," the builder must be able to divide legal title to the property in a way that allows a buyer to "own" a unit, not just "rent" it. This is the case regardless what kind of dwelling unit gets built (single family, duplex, triplex, 4-plex, townhome, etc.). • The two major ways for a developer to divide legal title to the land (in a way that has the potential to create homeownership opportunities, rather than just rentals) are: 1. Platting of subdivisions (or short -subdivisions, aka short -plats), or 2. Creation of a condominium, including a preparing and recording a Declaration of Condominium and Plan, state -mandated Public Offering Statements, etc. Most folks tend to think of condominiums as a "product type." However, a condominium is really a "form of ownership" not a type of housing unit - which is why slips at marinas, aviation hangars, storage units, etc. can all be condominiums, even though they do not involve any housing. Both platting and condominiums are expensive, time-consuming processes that make it difficult to increase home ownership opportunities in the city. We believe that Binding Site Improvement Plans/Agreements can serve two important purposes: First, we believe they have the potential to evolve into an especially important alternative to traditional platting and condominiums. Second, we believe they hold the promise of achieving more timely reviews, and at less cost, then platting or condominiums - importantly, without sacrificing substantive environmental, health and safety concerns. But the potential and promise of Binding Site Improvement Plans/Agreements remains compromised if we unduly -burden the BSIP process with a requirement for an additional, duplicative, "Development Agreement." In our view, Tukwila city staff have correctly discerned that the additional requirement for a duplicative "Development Agreement" results in: • several months of delay (for review, analysis, processing time, scheduling and completing a public hearing before the City Council, seeking and issuing required permits, etc.) • unnecessary added costs to a project (for additional permit fees, legal consultants, interest "carrying costs" on project operating/construction debt, etc.) • a lack of predictability for the applicant, which can translate into higher financing costs (especially if lenders charge a "risk premium" due to lack of certainty regarding when/if the lender will be repaid). In the worst case, it may result in a desirable project not getting 3 26 built because of concerns about whether the project can be completed in time for it "to pencil" for the developer, and the developer's lender. In our view, Mr. Tabor is correct that a major reason for concern about the lack of predictability results from the fact that the BSIP process involves an administrative review of complex topics based on municipal code standards. The application of those objective standards in a technical administrative review helps to provide predictability. However, when the Development Agreement process is added to the mix, it changes the review from being entirely administrative, to a process before the City Council. The costs and operational impacts of a duplicative and unnecessary Development Agreement requirement do not fall solely on project applicants. They also impact city staff (at a time when obtaining/retaining qualified planning, development and public works professionals is a significant challenge for cities). Stated simply: Having an additional requirement for a Development Agreement also impacts the time of staff and City Council, with little benefit, if any, for the city, or its stakeholders. For these reasons: • We support the staff recommendation to a eliminate the duplicative and unnecessary requirement for a Development Agreement when there is a Binding Site Improvement Plan, and • We want to express our appreciation for the City taking the initiative to bring this recommendation forward to the Planning Commission. There is no magic wand for wringing unnecessary and unproductive costs out of the development -review process. It is a long series of sometimes tedious small steps. But, cumulatively, over time, they can reform our permitting processes in ways that improve the likelihood cities will not only "accommodate" housing consistent with RCW 36.70A.020(4), but do so in a way that makes housing affordable for "all economic segments" of the population. Thank you for the opportunity provide these public hearing comments of record. Please do not hesitate to let me know if you have any questions, comments, or concerns. Sincerely, SEATTLE KING COUNTY REALTORS° p Sam Pace, Housing Specialist SamPSamPace.com • (253) 569-2663 cc: Taylor Shanaman, Director of Governmental & Public Affairs 4 27 Department of Community Development - Nora Gierloff,AlCP, D CITY OF TUKWILA ANNING COMMISSION (PC) MINUTES January 23, 2025 6:30p.m. Hybrid Meeting - via Microsoft Teams / Public, In -Pelson Attendance, Council Chambers, 6200 Southcenter Blvd., Tukwila, WA 98188 Call to Order Chair Probst called the Tukwila PC meeting to order at 6:35 p.m. Roll Call The PC Secretary took roll call. Chair Martin Probst; Vice Chair Ann Durant; Commissioners Louise Strander, Alex Kaehler, Richard McLeland Wieser, and Jacob Halverson Excused Absence: Commissioner Jane Ho t Thomas McLeod, Mayor Staff: Director Nora Gierloff, American Institute of CertifiedPlanners(AICP), Department of Community Development (DCD); Long Range Planning Manager Nancy Eklund, AICP, DCD; Development Supervisor Max Baker, AICP, DCD; Senior Planner Neil Tabor, AICP, DCD; and PC Secretary Wynetta Bivens, DCD Amendment of the Agenda No changes to the agenda were requested. Approval of Minutes Commissioner Halverson moved to adopt the 12/ 12/24 Minutes. Commissioner Durant seconded the motion. Commissioner Kaehler recused himself due to absence. Motion carried. Written General Public Comments No submittals. Old Business None Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov 28 Planning Commission Minutes 1/23/25 Page 2 VII. New Business PUBLIC HEARING 1. Shelter, Transitional, Emergency, Permanent (STEP) Housing Changes FILE NUMBER: L24-0026, E25-0001 PURPOSE: Code amendment to comply with state law. LOCATION: Non -Project Action/Citywide Senior Planner Neil Tabor gave the presentation for staff. He provided background on STEP Housing and the purpose of the public hearing. He said that legislature narrowed restrictions for the STEP Housing types, which resulted in the allocation of certain housing targets. The City of Tukwila previously adopted code amendments to recognize the STEP Housing types. In 2021, the State legislature passed HB 1220 which sets requirements for STEP Housing. The following housing types are not included: • Temporary Encampments • Tiny Home Villages • Group Homes • Oxford Homes/Recovery Residence • Assisted Living Facility • Adult Family Homes • Senior Living • Traditional Income -Restricted Housing Staff noted that the State, Puget Sound Regional Council, and Countywide King County each commented that the city's current development regulations do not meet requirements. Staff went over the proposed standards and walked through the STEP housing requirements in which the City of Tukwila is not in compliance. To meet state law requirements and provide capacity to site the city's allotted amount of STEP Housing, while maintaining reasonable occupancy and spacing requirements, staff propose to amend TMC 18.50.250, 18.50.260 and Table 18-2 Tukwila Urban Center (TUC) Land Uses Allowed by District Staff addressed clarifying questions from the PC. Recommendation Staff are requesting that the Planning Commission forward a recommendation for adoption of the draft code amendments to the City Council (CC) for their review. Public Hearing Chair Probst opened the public hearing. Staff noted that there were no public hearing comments letters received. There was no public testimony. Chair Probst closed the public hearing. 2 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 29 Planning Commission Minutes 1/23/25 Page 3 Deliberations/Motion There was no deliberation. Commissioner Halverson moved to adopt the staff's recommendation and forward them to the CC for their review. Commissioner Durant seconded the motion. Motion carried. PUBLIC HEARING 2. Phased Binding Site Improvement Plans (BSIP) FILE NUMBER: L25-0001, E25-0002 PURPOSE: Code amendment to remove development agreement requirement. LOCATION: Non -Project Action/Citywide Senior Planner Neil Tabor gave the presentation for staff. He provided background on the proposed. BSIPs are plans used to provide flexibility for sale of property within a larger development. These developments often rely on shared features within the larger site, such as: Parking; access points; landscaping; utilities; refuse collection areas; etc. Phased BSIPs improvement plans and proposals to develop in phases are required to enter into a development agreement in addition to completing the BSIP. The requirement for phased BSIPs to execute a development agreement is listed in the Tukwila Municipal Code (TMC) 17.16.030(C) Preliminary Binding Site Improvement Plan (BSIP) approval, approval Criteria. Staff proposed removing the sole provision requiring the execution of a development agreement with phased BSIPs. References requiring consistency with approvals and options to apply conditions and limitations for phased BSIPs are already present in other sections of TMC 17.16 and throughout the TMC. Staff addressed clarifying questions from the PC. Recommendation Staff are requesting that the Planning Commission forward a recommendation for the adoption of the draft code amendments to the CC for their review. Public Hearing A public hearing comment letter was received from Sam Pace, Housing Specialist. Seattle King County REALTORS, on January 22, 2025, which was distributed to the PC on January 22, 2025. Chair Probst opened the public hearing. There was no public testimony. Chair Probst closed the public hearing. Deliberations/Motion There was no deliberation. Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 30 Planning Commission Minutes 1/23/25 Page 4 Commissioner Durant moved to adopt the staff's recommendations and forward it to the CC for their review. Commissioner McLeland Wieser seconded the motion. Motion carried. PUBLIC HEARING 3. Townhouses in the TUC FILE NUMBER: L25-0003, E25-0004 PURPOSE: Code amendment to update residential allowances. LOCATION: Non -Project Action/Citywide Senior Planner Neil Tabor gave the presentation for staff. He provided background on the proposed. He stated this item is on townhouse allowances in the TUC, which is a regional center designated with the Puget Sound Regional Council for future growth, capitalizing on transit infrastructure to reduce car dependency. This center designation under the Regional Growth Strategy makes this area eligible for additional funding that helps them transition into denser, transit -oriented development over time. It covers Pierce, Snohomish, King, and Kitsap Counties. Within these counties, centers can be designated where high capacity transit exists, encouraging the greater use of public transportation. Part of the requirement for a center is that it plans for a minimum of 45 "activity units" per acre. Staff proposes removing townhouses from the list of allowed dwelling types in table 18-2, affecting the TUC Regional Center, Transit Oriented Development, Pond and portions of the Work Place Zoning Districts. Staff are requesting that the PC forward a recommendation for the adoption of the proposed redlined language to the CC for their further review and adoption. Staff addressed clarifying questions from the PC. Commissioner Halverson stated that he would propose an amendment, stating he is against removing townhomes from the use in the TUC. Commissioner Durant stated it was mentioned in the staff background report that regional growth strategy designation makes the area eligible for additional funding. She asked if townhomes are not stricken and allow zoning that wouldn't meet the 45 activity units whether the City of Tukwila would be ineligible for the funding or would it be less accessible to the city. She said the change makes sense to her. Mr. Tabor stated individual use allowances would be unlikely to eliminate funding eligibility, but regulations should be consistent with goals for the center. Commissioner Halverson inquired whether there is any concept to build small townhouse -style residential. Staff said they identified this as something that is inconsistent with the overall goals, which is why they are proposing it. Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 31 Planning Commission Minutes 1/23/25 Page 5 Staff proposes removing townhouses from the list of allowed dwelling types in table 18-2, affecting the Tukwila Urban Center (TUC) Regional Center, Transit Oriented Development, Pond and portions of the Work Place Zoning Districts. There was extensive discussion around this subject. Recommendation Staff are requesting that the Planning Commission forward a recommendation for the adoption of the draft code amendments to the CC for their review. Public Hearing Chair Probst opened the public hearing Staff noted that there were no public hearing comments letters received. There was no public testimony Chair Probst closed the public hearing Deliberations/Motion There was no deliberation. Commissioner Halverson moved to amend staff's recommendation, to change townhomes to an accessory use in the Tukwila Urban Center instead of striking them. Commissioner Strander seconded the motion. There was a split decision. Commissioner Halverson moved to forward the split recommendation to the CC for their review. Commissioner Stander seconded the motion. Motion carried. Staff asked for clarification on how the PC would like to foiuiat the suggested amendment to change Townhouses to an accessory use. The PC deferred the decision to staff. PUBLIC HEARING 4. Residential Conversions FILE NUMBER: L25-0002, E25-0003 PURPOSE: Code amendment to comply with changes in state law. LOCATION: Non -Project Action Senior Planner Neil Tabor gave the presentation for staff. He provided background on the proposed amendment. He stated that in the 2023 legislative session, HB 1042 passed and broadened allowances for conversions of non-residential to residential spaces. Per the Municipal Research and Services Center (MRSC) he went over several of the key provisions of the requirements. He said the intent with this code amendment is to provide consistency with the state law. Also, to provide future allowances that the city can still maintain ground floor commercial space that is required in new use development and identified areas. Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 32 5 Planning Commission Minutes 1/23/25 Page 6 In the interest in preserving the ability to maintain ground floor commercial space staff propose to adopt a major pedestrian corridor along Tukwila International Boulevard (TIB). Staff proposed adopting a new code section within the Tukwila Municipal Code (TMC). TMC 18.50.230 for Residential Conversion. Staff addressed clarifying questions from the PC. Recommendation Staff are requesting that the Planning Commission forward a recommendation for the adoption of the draft code amendments to the CC for their review. Public Hearing Chair Probst opened the public hearing. Staff noted that there were no public hearing comments letters received. There was no public testimony. Chair Probst closed the public hearing. Deliberations/Motion There was no deliberation. Commissioner McLeland Wieser moved to adopt staff's recommendations to adopt the draft code amendments and forward them to the PC for their review. Commissioner Durant seconded the motion. Commissioner Halverson abstained. Motion carried. VIII. Director's Report Coming up: (may meet more than once a month some months) February - Additional Middle Housing (MH) presentation and discussion. Review of mapping and density standards. Intro to design and road standards. March - Public Hearing #1 on MH, focusing on general development regulations and consistency. April - Public Hearing #2 on MH focusing on objective design standards and road standards. Move the full package to the City Council, aiming for adoption by the end of June. Quick Quack Carwash has received design review approval. Now they are working on some other issues. IX. Adjournment Commissioner McLeland Wieser moved to adjourn. Commissioner. Durant seconded the motion. Adjourned at: 7:59 p.m. Submitted by: Wynetta Bivens PC Secretary 6 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 33 City of Tukwila tt - t Thomas McLeod, Mayor HEARING DATE: FILE NUMBERS: STAFF REPORT TO THE PLANNING COMMISSION Prepared January 14, 2025 January 23, 2025 L25-0001 E25-0002 APPPLICANT: City of Tukwila REQUEST: Code amendment proposal to amend regulations for phased binding site improvement plans LOCATION: Policies apply throughout the City of Tukwila NOTIFICATION: Hearing Notice was published in the Seattle Times on January 9, 2025, and posted on the City of Tukwila website on January 9, 2025. SEPA DETERMINATION: An environmental determination will be issued prior to City Council consideration. STAFF: Neil Tabor, AICP, Senior Planner BACKGROUND Binding Site Improvement Plans (BSIPs) are plans used to provide flexibility for sale of property within a larger development. These developments often rely on shared features within the larger site, such as parking, access points, landscaping, utilities, refuse collection areas, etc. As an alternative to the traditional subdivision process, these plans are typically used for commercial or industrial sites, however, they can also be used for residential and mixed use developments, which may desire to sell individual portions of land for building sites, while retaining shared common areas. BSIPs can also provide flexibility when combined with creating condominium ownership or phased development. FINDINGS Codified in TMC 17.16, BSIPs proposing to develop in phases are required to enter into a development agreement in addition to completing the BSIP. Staff believes this requirement is redundant to the BSIP process and existing requirements. Development agreements add cost to a project by adding several months of process time for review, analysis, legal consultants, contracting, and scheduling of a public hearing before City Council. This equates to months of unnecessary additional carrying costs for developers on what are generally large scale projects, in addition to permit fees. In addition to the 34 Page 2 staff and City Council time exhausted, this process also creates uncertainty for the developer by changing the review from being entirely administrative, based on municipal code standards, to a legislative process before the City Council on a generally, technically complex topic. While there may be instances in which a development agreement may be desired by the developer due to project complexity, desire to vest certain permits, or other factors, this is unlikely to be the case with most proposed phased BSIPs. SUMMARY OF PROPOSED CHANGES The requirement for phased BSIPs to execute a development agreement is located in the Tukwila Municipal Code (TMC) 17.16.030(C) Preliminary Binding Site Improvement Plan (BSIP) approval, Approval Criteria. Staff proposes removing the sole provision requiring the execution of a development agreement. References requiring consistency with approvals and options to apply conditions and limitations for phased BSIPs are already present in other sections of TMC 17.16 and throughout the TMC. Language proposed for removal: Additional Approval Criteria for Phased Development: If the applicant chooses to development agreement with the City pursuant to RCW 36.70B.170 if one is not already in place. This agreement shall govern, at a minimum, the use and development of the property subject to the BSIP, including: a. vesting applicable to subsequent permits; b. the manner in which each phase of the development will proceed to ensure that the roads and utilities necessary to serve ch phase of the development aro constructed prior to the development of each phase; c. expiration of the agreement and all provisions therein. Structure, formatting and other minor headings have also been edited in this section for consistency. REQUESTED ACTION Staff is requesting that the Planning Commission forward a recommendation for adoption of the draft code amendments to the City Council. ATTACHMENTS A. TMC 17.16 Proposed Code Amendments (Redlined) ttps://tukwilawa.sharepoint.com/sites/departmentofcommunitydevelopment/DCDPIanning/Long Range Planning/2024 Comprehensive Plan/00 - Planning Commission Coordination/2025-01-23 public hearing/L25-0001 Phased BSIPs/PC PH SR L25-0001.docx 35 36 COUNCIL A GRNDA SYNOPSIS Meeting Date Prepared by Mayor's review Council review 3/10/25 SH ITEM INFORMATION ITEM No. 6.C. STAFF SPONSOR: STACY HANSEN ORIGINAL AGENDA DA IE: 03/ 10/ 25 AGENDA ITEM TITLE Human Servivces 2025-26 contracts over $60,000 St. Stephen's Housing Association Harnett Manor property lease CATEGORY ® Discussion Mtg Date 3-10-25 ® Motion Mtg Date 3-17-25 ❑ Resolution Mtg Date ❑ Ordinance Mtg Date ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date SPONSOR ❑ Council ® Mayor ❑ Adnain Svcs ❑ DCD ❑ Finance ❑ Fire ❑ Pc R ❑ Police ❑ PJF SPONSOR'S SUMMARY Staff is asking Council to authorize the Mayor's signature on four Human Services contracts that total over $60,000 each. These contracts were approved for funding as part of the Council adopted 2025-26 budget. Staff is also asking Council to authorize the Mayor's signature on a property lease for Hartnett Manor in partnership with St. Stephen's Housing Association REVIEWED BY ❑ Trans&Infrastructw-e Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev. ❑ I. TAC DATE: ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. COMMITTEE CHAIR: RECOMMENDATIONS: SPONSOR/ADMIN. Mayor's office/Human Servics Program COMMIr1EE Council President requested this item be presented to COW on 3/10/25 COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $297,000 AMOUNT BUDGETED $297,000 APPROPRIATION REQUIRED $ Fund Source: GENERAL FUND Comments: MTG. DATE RECORD OF COUNCIL ACTION 3/10/25 MTG. DATE ATTACHMENTS 3/10/25 Info memo dated 2/28/25 Four Human Services contracts over $60,000 *Akin -school based mental health *Multi Service Center-rent/utility assistance program *Refugee Women's Alliance -basic needs/system navigation *Tukwila Pantry - food bank Property Lease signature for St. Stephen's Housing Association for Hartnett Manor 37 City of Tukwila Thomas McLeod, Mayor INFORMATIONAL MEMORANDUM TO: Community Services and Safety FROM: Stacy Hansen, Human Services Program Coordinator CC: Thomas McLeod DATE: February 27, 2025 SUBJECT: Human Services Contracts over $60,000 for the 2025-26 funding cycle & St. Stephen Housing property lease ISSUE Human Services contracts with community -based organizations to support the residents' human services needs. Four contracts are above the Mayor's signature authority and require Council authorization. Authorization is also requested on a property lease with non-profit St. Stephen Housing Association regarding Hartnett Manor transitional housing located at 14688 Macadam Road South, Tukwila, WA. BACKGROUND The Human Services non-profit program contracts are part of the larger 2025-2026 Mayor's department budget. As in the past, each contract is for a two-year period. Information on the contracts above the threshold including agency, program and budget are listed below: Contract/Program Two-year contract total Akin -School based mental health services $70,000 ($35,000) Multi -Service Center-rent/utility assistance program $84,000 ($42,000) Refugee Women's Alliance -Basic needs/system navigation $63,000 ($31,500) Tukwila Pantry -food bank $80,000 ($30,000) 2 — year total for all contracts combined $297,000 ($148,500) In December 2024, the Way Back Inn merged with the non-profit St. Stephen Housing Association (SSHA). The Hartnett Manor property lease needs to reflect that St. Stephen Housing Association is the new City partner who will be managing Hartnett Manor as transitional housing, assisting unsheltered asylee seekers who are currently in Tukwila. FINANCIAL IMPACT Funding for the four non-profit contracts was approved as part of the Mayor's department budget for the 2025-2026 biennial budget. If repairs related to Hartnett Manor exceed $5,000, grant funding could be utilized to make necessary repairs to keep the home in good condition which will maintain critical bed nights for unsheltered asylee families. RECOMNMENDATION The Committee is being asked to forward the contract authorizations to the consent agenda on March 17, 2025, regular meeting. 38 INFORMATIONAL MEMO Page 2 ATTACHMENTS Proposed — Children's Home Society — Akin contract Proposed — Multi Service Center rent/utility assistance contract Proposed — Refugee Women's Alliance — basic needs, system navigation Proposed — Tukwila Pantry — food bank Property lease agreement for Hartnett Manor between City of Tukwila and St. Stephen Housing Association. https://tukwilawa.sharepoint.com/sites/mayorsoffice/cc/Council Agenda Items/Human Services/2 Info Memo HS Contracts over $60K - updated.docx 39 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and, Children's Home Society, dba Akin hereinafter referred to as "the Contractor," whose principal office is located at 12360 Lake City Way NE, Suite 100, Seattle, WA 98125. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $35,000 in 2025 and $35,000 in 2026. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1 , 2025, and ending December 31, 2026, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 40 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 41 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 42 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 20 ignatures to be obtained by City Clerk's Staff ONLY. ** CITY OF TUKWILA Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn, City Clerk APPROVED AS TO FORM: Office of the City Attorney Contractor signature to be obtained by sponsor staff CONTRACTOR: By: Printed Name: Title: Address: CA Revised May 2020 Page 4 of 4 43 Agency: Program: Effective Date: Quarter Exhibit A Scope of Services City of Tukwila 2025-2026 Program Services Agreement Service Unit 2025 Funding: 2026 Funding: Total: of Units $35,000.00 $35,000.00 $70,000.00 Quarterly Billable 2025126 ANNUAL GOALS UNDUPLICATED RESIDENTS/STUDENTS Hours of Counseling 18 225 $35, 000.00 2025 & 2026 Budget/Annual award total $ 35,000.00 Contract Administration: Demographic and Outcome Data Report The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year. Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program's progress toward Outcomes as specified below. Outcome: OPMH clients will make progress toward at least one goal on their individualized treatment plan by the end of each year. Measurement: 70% of program participants will achieve success in making progress in at least one individual goal. RTERLY 1 St thru 3rd Quarter Reports 1st = April 15 2"a= July 15 3`° = October 15 4' and Final Annual Reimbursement First week in January. Date to be announced. Outcomes and Demographics January 31, 2026 / January 31, 2027 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Multi -Service Center, hereinafter referred to as "the Contractor," whose principal office is located at 1200 S. 336th St., Federal Way, WA 98003. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $42,000 in 2025 and $42,000 in 2026. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1 , 2025, and ending December 31, 2026, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 6 46 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 6 47 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 6 48 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this City Clerk' day of , 20 ignatures to be obtained by aff ONLY. ** CITY OF TUKWILA Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Office of the City Attorney Contractor signature to be obtained by ponsor CONTRACTOR: By: Printed Name: Title: Address: CA Revised May 2020 Page 4 of 6 49 Agency: Program: Effective Date: Exhibit A Scope of Services City of Tukwila 2025-2026 Program Services Agreement 2025 Funding: 2026 Funding: Total: $42,000.00 $42,000.00 $84,000.00 ANNUAL GOALS Unduplicated Tukwila residents Tukwila vouchers 50 26 $42,000.00 2025 & 2026 Budget/Annual award total Contract Administration: $ 42, 000.00 50 Demographic and Outcome Data Report The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year. Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program's progress toward Outcomes as specified below. Outcome: After receiving assistance, participants are able to maintain housing. Percentage of clients who will achieve result: 75% QUARTERLY REPORTS DUE DATES 1st thru 3rd quarter reports 1st = April 15th 2nd = July 15th 3rd = October 15th 4th and final annual reimbursement First week in January. Date to be announced. Outcomes and demographics January 31st, 2026 / January 31st 2027 CA Revised May 2020 Page 6 of 6 51 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Refugee Women's Alliance, hereinafter referred to as "the Contractor, "whose principal office is located at 4008 Martin Luther King Jr. Way S., Seattle, WA 98108 WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $31,500 in 2025 and $31,500 in 2026. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1 , 2025, and ending December 31, 2026, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 6 52 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 6 53 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 6 54 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 20 ignatures to be obtained by City Clerk' CITY OF TUKWILA Contractor signature to be obtained by Staff ONLY. ** sponsor staff. ** Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Office of the City Attorney CONTRACTOR: By: Printed Name: Title: Address: CA Revised May 2020 Page 4 of 6 55 Agency: Program: Effective Date: Exhibit A - DRAFT Scope of Services City of Tukwila 2025-2026 Program Services Agreement 2025 Funding: 2026 Funding: Total: ANNUAL GOALS Unduplicated Tukwila residents Number of hours of case management 50 497 $31,500.00 Budget/Annual award total 1 $ 31, 500. 00 Contract Administration: 56 Demographic and Outcome Data Report The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year. Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program's progress toward Outcomes as specified below. Outcome: Basic needs participants will have increased knowledge of available resources and support in accessing them. Percentage of clients who will achieve this: 85% QUARTERLY REPORTS DUE DATES 1st thru 3rd quarter reports 1st = April 15th 2nd = July 15th 3rd = October 15th 4th and final annual reimbursement First week in January. Date to be announced. Outcomes and demographics January 31st, 2026 / January 31st 2027 CA Revised May 2020 Page 6 of 6 57 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Tukwila Pantry, hereinafter referred to as "the Contractor, "whose principal office is located at 3118 S. 140th St., Tukwila, WA 98168. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $40,000 in 2025 and $40,000 in 2026. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1 , 2025, and ending December 31, 2026, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, CA Revised May 2020 Page 1 of 6 58 then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 6 59 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or CA Revised May 2020 Page 3 of 6 60 unenforceable or Iimited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 20 ** City signatures to be obtained by ** Contractor signature to be obtained by City Clerk's Staff ONLY. ** sponsor staff. ** CITY OF TUKWILA CONTRACTOR: By: Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Office of the City Attorney Printed Name: Title: Address: CA Revised May 2020 Page 4 of 6 61 Agency: Program: .......... ..... . Effective Date: Exhibit A Scope of Services City of Tukwila 2025-2026 Program Services Agreement 2025 Funding: 2026 Funding: Total: $40,000.00 $40,000.00 $80,000.00 No coal set. REPORT ON function. Quarter Service Unit of Units Quarterly Billable 2025f26 ANNUAL GOALS Duplicated residents, Unduplicated residents $40,000.00 2025 & 2026 Budget/Annual award total $ 40, 000.00 Contract Administration: 62 Demographic and Outcome Data Report The Agency shall collect and retain demographic data from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually by January 31 of the following year. Outcome data shall be submitted annually in conjunction with the Demographic report. Data should be collected and demonstrate the program's progress toward Outcomes as specified below. Outcome: Clients will report via survey that the food supplements have helped stabilize their nutritional needs. Percentage of patrons who will achieve this result: 75% 1st thru 3r° Quarter Reports 4' and Final Annual Reimbursement Outcomes and Demographics 1st = April 15 2"=July15 3rO = October 15 First week in January. Date to be announced. January31, 2026 / January 31, 2027 63 RESIDENTIAL LEASE AGREEMENT HARTNETT MANOR This lease is made effective January 1, 2025, between the City of Tukwila, a municipal corporation, as "Lessor," and St. Stephen Housing Association, a Washington non-profit corporation, as "Lessee" (collectively, the "Parties"). WHEREAS, homelessness continues to be an issue for residents of the City of Tukwila and the greater community at large; and WHEREAS, Lessor, a Washington municipal corporation, has determined that the provision of transitional housing to homeless and impoverished members of the community serves a fundamental governmental purpose as it protects the public health, safety, and welfare; and WHEREAS, Lessee is a Washington non-profit corporation that provides temporary and transitional housing to the homeless; Now, therefore, the Parties agree as follows: 1. PREMISES: Lessor shall lease to Lessee the Residence currently situated at 14688 Macadam Road South, Tukwila, Washington ("Premises"). 2. TERM: The term of this lease shall be for one year, commencing on January 1, 2025 and shall terminate on December 31, 2025, unless sooner terminated as a result of Lessee's default hereunder in accordance with the termination provisions set forth in paragraph 19. The Lessor reserves the right to terminate the lease at its convenience prior to the completion of the five-year term at any time for any reason with 90 days' prior written notice. 3. POSSESSION: Lessee shall be deemed to have accepted possession of the leased premises in an "as -is" condition. Lessor has made no representations to Lessee respecting the condition of the lease premises. 4. CONSIDERATION: In consideration of Lessee providing housing to homeless members of the Tukwila community, Lessee may occupy the leased premises rent free for the duration of this Lease; provided, Lessee shall make any and all necessary improvements to the Premises, including the Residence located thereon, at Lessee's sole expense. Such improvements shall not be commenced without the express written consent of Lessor and shall be subject to final inspection and the approval of the Lessor. Further, Lessee shall be responsible for costs associated with or arising out of the maintenance and operation of the leased Premises as set forth herein. 5. USE: Lessee shall use the leased premises to provide free, temporary single-family dwellings for homeless families with children whose income falls below 50% of Page 1 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 64 King County median income and all current uses incidental thereto, and for no other purpose without first obtaining Lessor's prior written consent. Lessee shall screen all housing applicants to ensure that applicants meet the income qualifications set forth herein. Lessee shall provide Lessor with an annual report each year reflecting data regarding the populations served by Lessee at the Premises. 6. MAINTENANCE AND REPAIR RESPONSILIBITY: Lessee shall, when and if needed, at Lessee's sole expense, make any and all necessary minor repairs to the Premises and every part thereof. For purposes of this provision, the term "minor repair" means any repair for which the sum total of parts and labor is under S5,000 per occurrence. Lessee shall not be required to pay more than a total of [S5,000] on minor repairs during the term of this agreement. Lessee shall notify Lessor immediately when Lessee has spent a total of S5,000 on minor repairs during the terms of this agreement. Lessee shall also notify Lessor immediately of any needed major repairs or unsafe conditions existing in or around the Premises. Lessor shall, when and if needed, at Lessor's sole expense, make all necessary major repairs to the Premises and every part thereof. For purposes of this provision, the term "major repair" means any repair for which the sum total of parts and labor is $5,000 or more. Lessee shall maintain the Premises in a neat, clean, and sanitary condition. Lessee shall surrender the leased Premises to Lessor in good condition upon the termination of this lease, reasonable wear and tear expected. 7. UTILITIES: Lessee shall pay prior to delinquency for all heat, light, water and other utility services supplied to the Premises. 8. ALTERATIONS AND ADDITIONS BY LESSEE: After obtaining the prior consent of Lessor, Lessee may make, at its sole expense, such additional improvements or alterations to the leased premises, which it may deem necessary or desirable. Any repairs or new construction by Lessee shall be done in conformity with plans and specifications approved by Lessor. All work performed shall be done in a workmanlike manner and shall become the property of the Lessor. 9. LIENS: Lessee shall keep the leased premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by Lessee. 10. INSURANCE: Lessee shall procure and maintain for the duration of this Lease, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the leased Premises. Lessee's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the Lessor's recourse to any remedy available at law or in equity. Lessee shall maintain Commercial General Liability insurance written with limits no less than $1,000,000 each occurrence, S2,000,000 general aggregate. Commercial General Liability insurance shall be at least as broad as Page 2 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 65 Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The Lessor shall be named as additional an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad coverage. Lessee shall also maintain property insurance, which shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. Property insurance shall be written on an all risk basis. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the Lessor. Any Insurance, self-insurance, or self - insured pool coverage maintained by the Lessor shall be excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. The Lessee shall provide the Lessor with written notice of any policy cancellation within two business days of their receipt of such notice. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. If the Lessee maintains higher insurance limits than the minimums shown above, the Lessor shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Lessee, irrespective of whether such limits maintained by the Lessee are greater than those required by this contract or whether any certificate of insurance furnished to the Lessor evidences limits of liability lower than those maintained by the Lessee. During the term of this Lease, the Lessor shall maintain all-risk property insurance covering the Residence located on the Premises for its full replacement value. Lessee expressly agrees that should damage arise to the Premises or Residence that is covered by Lessor's insurance but not Lessee's, Lessee shall reimburse Lessor for the cost of Lessor's deductible. Such reimbursement shall be made within thirty days of Lessor's written request for reimbursement. 11. INDEMNIFICATION: Lessee shall bear the sole risk for all personal property on the Premises. Lessor, its officials, employees and agents shall not be liable for any injury to or death of any person, or damage to property, sustained or alleged to have been sustained by Lessee, invitees or others as a result of any condition Page 3 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 66 (including future conditions) in, on or about the Premises, or the improvements comprising any portion of the Premises; or as a result of the Premises becoming out of repair, or caused by fire or by the bursting or leaking of water, gas, sewer or steam pipes, or due to or the result of mold, fungus, water intrusion, asbestos, lead or other toxic materials or chemicals, or due to or the result of any accident from whatsoever cause in and about the Premises. Lessee agrees to indemnify, defend and hold Lessor, and its officials, staff, employees and agents, harmless from any and all claims, liabilities, losses, damages, actions, costs and expenses of any kind (including reasonable attorneys' fees) arising out of or related to Lessee's use of the Premises or the operation and/or conduct of its business or any activity or thing occurring on or about the Premises, and for property damage or bodily injury (including death) suffered on or about the Premises by any person, firm or corporation, except to the extent such loss or damage resulting from the gross negligence of the Lessor or a breach of the terms of this Lease. The terms of this Section 11 shall survive any expiration or termination of this Lease. The indemnification obligations contained in this Section 11 shall not be limited by any worker's compensation benefits or disability laws, and Lessee hereby waives any immunity that it may have under the Industrial Insurance Act, Title 51 RCW and similar worker's compensation benefits or disability laws. Lessee agrees that they have read the above provision and that any questions they had concerning it were fully explained to their satisfaction by Lessee's attorney or agent. Lessee understands that they will be the party held financially responsible under all conditions and not the City of Tukwila or its officials, employees, or agents. 12. ASSIGNMENT AND SUBLETTING: Lessee shall not assign this lease or any part thereof, either by operation of law or otherwise, without first obtaining the prior written consent of Lessor. 13. DEFAULT: Failure by Lessee to observe or perform any of the covenants, conditions, or provisions of this lease, where such failure shall continue for a period of ten days after written notice from Lessor to cure the default, shall constitute a default and breach of the lease by the Lessor. Lessee shall notify Lessor promptly of any default not by its nature necessarily known to Lessor. 14. ACCESS: Lessee shall permit Lessor to enter the leased premises at reasonable times for the purpose of inspecting the leased premises and ascertaining compliance with the provisions hereof by Lessee, but nothing herein shall be construed as imposing any obligation on Lessor to perform any such work or duties. Lessor reserves the right to property inspection and testing for the Lessor's future development purposes. Lessor will give Lessee at least 48 hours' notice in the event of access needed for property testing. Page 4 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 67 15. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Lessee shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances, and governmental rules, regulations or requirements now in force or which may hereafter be in force relating to or affecting the conditions, use, or occupancy of the leased premises. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate, including, without limitation, those regulations affecting signage on the Property. 16. PERMITS: Lessee shall, at its sole cost and expense, be responsible for obtaining any permits or licenses that are necessary to perform the work and covenants of this lease Agreement. 17. LEASEHOLD EXCISE TAXES: The Parties believe that this Lease is exempt from the requirements of chapter 82.29A RCW; however, in the event that the Washington State Auditor's Office determines that leasehold excise tax is owing, such costs shall be born by Lessee. In such case, Lessor may make payment of the amount determined to be owed, and Lessee shall reimburse Lessor for such costs within 30 days of receipt of Lessor's request for reimbursement. 18. NOTICE: All notices under this lease shall be in writing and shall be effective when mailed by certified mail or delivered to Lessor at the address below stated, or to Lessee at the address below stated or to such other address as either party may designate from time to time: LESSOR: CITY OF TUKWILA LESSEE: St. Stephen Housing Association ATTN: Mayor's Office 13055 SE 192nd Street 6200 Southcenter Boulevard Renton, Washington 98058-7604 Tukwila, Washington 98188 19. TERMINATION: Either party has the right to terminate this Lease if the other party is in default of any material obligation or representation of this lease which default is incapable of cure, or which being capable of cure, is not cured within ten days after receipt of written notice of such default. 20. GENERAL PROVISIONS: A. TIME IS OF THE ESSENCE OF THIS LEASE. B. In the event of any action or proceeding brought by either party against the other under this lease, the Prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding, including costs of appeal, if any, in such amount as the court may adjudge reasonable Attorneys' fees. For the purposes of this provision, the terms "action" or "proceeding" shall include arbitration, administrative, bankruptcy, and judicial proceedings, including appeals therefrom. Page 5 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 68 C. This lease shall be construed and governed by the laws of the State of Washington. D. Upon termination of this lease, Lessee shall surrender all keys to the Lessor at the place then fixed for notice. 21. AUTHORITY OF LESSEE: Lessee, and each individual executing this lease on behalf of Lessee, represent and warrant that s/he is duly authorized to execute and deliver this lease, and that this lease is binding upon Lessee in accordance with its terms. 22. WAIVER AND FORBEARANCE: No waiver by Lessor of any breach or default by lessee of any of its obligations or agreement or covenants herein, shall be deemed to be a waiver of any subsequent breach or default of the same or any other covenant, agreement or obligation, nor shall forbearance by Lessor to seek remedy for any breach or default of Lessee be deemed a waiver by Lessor or its rights and remedies with respect to such breach or default. THIS LEASE IS SUBJECT TO ACCEPTANCE BY LESSOR. IN WITNESS THEREOF, the parties hereto have executed this Lease the date and year above written. LESSOR: LESSEE: By: By: Its: Its: Date: Date: APPROVED AS TO FORM: Office of the City Attorney Page 6 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 69 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day of , 2024, personally appeared before me the undersigned, a Notary Public, in and for the State of Washington, duly commissioned and sworn, , to me known to be the Mayor of the City of Tukwila, a Washington state municipal corporation, that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said City of Tukwila, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument. WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above written. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the State of Washington, residing at My appointment expires Page 7 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 70 STATE OF WASHINGTON ) ) ss COUNTY OF KING ) On this day of , 2024, personally appeared before me the undersigned, a Notary Public, in and for the State of Washington, duly commissioned and sworn, , to me known to be the of the St. Stephen Housing Association, a Washington non-profit corporation, that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said St. Stephen Housing Association, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument. WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above written. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the State of Washington, residing at My appointment expires Page 8 of 8 {NM M 4906-0469-8646;1/ 13175.000001/} 71 72 COUNCIL A GRNDA SYNOPSIS Meeting Date Prepared by Mayor's review Council review 3/10/25 DR 3/17/25 ITEM INFORMATION ITEM No. 6.D. STAFF SPONSOR: DAVID ROSEN ORIGINAL AGENDA DA IE: 3/10/25 AGENDA ITEM TIME Grant Award Acceptance: Washington State Department of Commerce Local Community Projects Program Grants for TCC HVAC Replacement Project Phase 1 CATEGORY El Discussion Mtg Date 3/ 90/25 ❑ Motion Mtg Date ❑ Resolution Mtg Date ❑ Ordinance IlItg Date ❑ Bid Award ilk Date ❑ Public Hearing Mtg Date ® Other Mtg Date 3/17/25 SPONSOR ❑ Council ❑ Mayor ❑ Admin Svcs ❑ DCD ❑ Finance ❑ Fire ® P&R ❑ Police ® PIF SPONSOR'S SUMMARY REVIEWED BY The City of Tukwila has been awarded grants via the Washington State Department of Commerce's Local Community Projects Program to complete the TCC HVAC Replacement Phase 1 Project. These grants total $749,810, an amount that requires council approval before the mayor may sign either grant agreement for final execution. City staff recommend the council approve these grant agreements on its 3/17/25 Regular Meeting Consent agenda. ❑ Trans&Infrastructw-e Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev. ❑ I. TAC DATE: ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. COMMI 1`1 EE CHAIR: RECOMMENDATIONS: SPONSOR/ADMIN. Parks & Recreation Department Comm' FI EE COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $o AMOUNT BUDGETED $749,810 APPROPRIATION REQUIRED $749,810 Fund Source: STATE OF WASHINGTON 2023-25 CAPITAL BUDGET Comments: These funds will act as a reimbursement grant MTG. DATE RECORD OF COUNCIL ACTION 3/10/25 MTG. DATE ATTACHMENTS 3/10/25 Informational Memorandum dated 1/1/21 A --- Proposed Grant Agreement in the Amount of $250,260 (#23-96643-121) B --- Proposed Grant Agreement in the Amount of $499,550 (#24-96647-296) C --- Selected Sections of the TCC HVAC Replacement Phase 1 Energy Services Proposal 73 Thomas Lod y r Parks Recreation Depart` art Pots ayer, cfor INFORMATIONAL MEMORANDUM TO: Committee of the Whole FROM: David Rosen, Parks & Recreation Fiscal Analyst DATE: February 27, 2025 SUBJECT: Grant Acceptance: Washington State Department of Commerce Local Community Projects Program — TCC HVAC Replacement Project Phase 1 Funding ISSUE The City of Tukwila, by way of state appropriations in the State of Washington's 2023-25 Capital Budget has been awarded grants via the Washington State Department of Commerce's Local Community Projects Program to complete the TCC HVAC Replacement Phase 1 Project. These grants, between two contracts, total $749,810, an amount that requires council approval before the mayor may sign either grant agreement for final execution. BACKGROUND The Washington State Department of Commerce Local Community Projects Program acts as the direct grant funding program through the state for capital investment in community facilities such as community centers, early learning facilities, behavioral health facilities, and recreational facilities across the state. Contracting has been taking place the past several months with various efforts including cultural resources review, tribal consultation outreach, scope clarification, and now the final contract execution taking place now. DISCUSSION The Tukwila Community Center HVAC Replacement Project is currently nearing completion of Phase 1, which includes a full replacement of its boiler and HVAC controls system. This phase totals $1,735,419 in costs with funding coming from King County and State of Washington grants as well as existing fund balance in the city's Land Acquisition, Recreation, and Park Development Fund (301). In total, the city's contribution to the project is estimated to be about 23% of the project cost or approximately $399,000. FINANCIAL IMPACT This is a reimbursement grant, wherein the City of Tukwila will receive reimbursement from the Department of Commerce after the completion of the scope of work. Therefore, execution of the proposed grant agreements will not create any net inflows or outflows for any City of Tukwila fund. The contracts allow for incurring expenses for three years prior to the biennium awarded, meaning these contracts can cover July 2020 and forward, which encompasses the project's entire history to date. RECOMMENDATION City staff recommend the Committee of the Whole forward both grant agreements to the March 17th Regular Meeting Consent Agenda for final approval. ATTACHMENTS A --- Proposed Grant Agreement in the Amount of $250,260 (Grant Agreement # 23-96643-121) B --- Proposed Grant Agreement in the Amount of $499,550 (Grant Agreement # 24-96647-296) C --- Selected Sections of the TCC HVAC Replacement Phase 1 Energy Services Proposal Tukwila City Hai •6200 Southntea 74 OLI • Tukwila, WA 9 8 2 -433-1 ite: Tukwila A. o Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 Grant to For • 7r-04_, .4s 4,,P.-50A 4,5**4-04z7-' ;-*;IP%"'6 44,WMAYWP'`f ,,,,N*6-4,60,1*,:zVVV94:4 alk% r,,er '''""It'SWILRE:OrtlatVitirtAPV,I.e.;:aaaLLIZASIO., ^No, - City of Tukwila through The Local Community Projects Program Tukwila Community Center 75 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 Table of Contents FACE SHEET 4 SPECIAL TERMS AND CONDITIONS 5 1. GRANT MANAGEMENT 5 2. COMPENSATION 5 3. CERTIFICATION OFFUNDS PERFORMANCE MEASURES 5 4. STATE PUBLIC WORKS 6 5. SITE CONTROL 8 6. DOCUMENTATION AND SECURITY S 7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OFREAL PROPERTY PERFORMANCE MEASURES 7 8. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT 7 U. BILLING PROCEDURES AND PAYMENT 8 10. CLOSEOUT CERTIFICATION Q 11. INSURANCE Q 12. ORDER OFPRECEDENCE 11 13. REDUCTION |NFUNDS 11 14. REAPPROPR|AF|ON 12 15. OWNERSHIP (]FPROJECT/CAPITAL FACILITIES 12 18. CHANGE OF OWNERSHIP ORUSE FOR GRANTEE -OWNED PROPERTY 12 17. CHANGE {}FUSE FOR LEASED PROPERTY PERFORMANCE MEASURE 12 18. MODIFICATION TOTHE PROJECT BUDGET 13 19. S|GNAGE.MARKERS AND PUBLICATIONS 13 20. HISTORICAL AND CULTURAL ARTIFACTS 14 21. TERMINATION FOR FRAUD DRMISREPRESENTATION 14 22. FRAUD AND OTHER LOSS REPORTING 15 23. PUBLIC RECORDS ACT 15 24. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCH ITECTURAL/ENGIN EERING DESIGN WORK 15 25. TREATMENT DFASSETS 15 GENERAL TERMS AND CONDITIONS 16 1. DEFINITIONS 16 2. ACCESS TO DATA 16 3. ADVANCE PAYMENTS PROHIBITED 16 4. ALL WRITINGS CONTAINED HEREIN 16 G. ALLOWABLE COSTS 16 0. AMENDMENTS 17 7. AMERICANS WITH DISABILITIES ACT (/\UA){}F 1890. PUBLIC LAW 101-330, ALSO REFERRED TO/\8THE ''ADA''28CFRPART 35 17 8. ASSIGNMENT 17 76 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 8. /ATORNEYS'FEES 17 10. AUDIT 17 11. BREACHES OFOTHER STATE CONTRACTS 18 12. CODE REQUIREMENTS 18 13. CON F|OENT|AL|TY/SAFEGUARO|NGOFINFORMATION 18 14. CONFORMANCE 10 15. CONFLICT OFINTEREST 10 16. COPYRIGHT PROVISIONS 19 17. DISALLOWED COSTS 20 18. DISPUTES 20 19. DUPLICATE PAYMENT 20 20. GOVERNING LAW AND VENUE 21 21. |NOE/NN|HCAT|{}N 21 22. INDEPENDENT CAPACITY OFTHE GRANTEE 21 23. INDUSTRIAL INSURANCE COVERAGE 21 24. LAWS 21 25. LICENSING, ACCREDITATION, AND REGISTRATION 22 26. LIMITATION OFAUTHORITY 22 27. LOCAL PUBLIC TRANSPORTATION COORDINATION 22 28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS 22 20. PAY EQUITY 22 38. POLITICAL ACTIVITIES 23 31. PREVAILING WAGE L/V/V 23 32. PROHIBITION AGAINST PAYMENT OF BONUS OR C(}MK4|S8|(}N 23 33. PUBLICITY 23 34. RECAPTURE 24 35. RECORDS MAINTENANCE 24 36. REGISTRATION WITH DEPARTMENT OFREVENUE AND SECRETARY OFSTATE 24 37. RIGHT (}FINSPECTION 24 38. SAVINGS 24 39. 8EVERA8|LUY 25 40. SITE SECURITY 25 41. SUBGRANT|NG/SUBC(]NTRACT|NG 25 42. SURVIVAL 25 43. T/0(EG 25 44. TERMINATION FOR CAUSE 26 45. TERMINATION FOR CONVENIENCE 26 46. TERMINATION PROCEDURES 20 47. TREATMENT OFASSETS 27 48. WAIVER 27 ATTACHMENTA-SCOPEOFVVORK 28 ' n 77 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 ATTACHMENT B-PROJECT BUDGET 29 ATTACHMENT C-CERTIFICATION {)FTHE AVAILABILITY DF FUNDS TOCOMPLETE THE PROJECT 30 ATTACHMENT U-CERTIFICATION OFTHE PAYMENT AND REPORTING DFPREVAILING WAGES 31 ATTACHMENT E-CERTIFICATION OFINTENT TJENTER THE LEADERSHIP |NENERGY AND 78 m Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 FACE SHEET Grant Agreement Number: 23-9S643-121 Project Name: Tukwila Community Center Washington State Department ofCommerce Local Government Division Local Community Projects 1.GRANTEE City ofTukwila 6200SDUTHCENTERQLVD TUKVV|U\VVAQ8188-8548 2.GRANTEE Doing Business Ao(mpdona|) 3.GRANTEE Representative David Rosen Fiscal Analyst (206)767-2310 david.nuaen@tukvvi|avva.gnv 4.COK8Y0ERCE Representative Pat Hughes Program Manager (360)725-4187 paLhughea@oommerce.wm.gov P.O. Box42525 1011Plum Street SE Olympia, WA 88504-2525 5.Grant Amount $250.288.00 6.Fund|ng Fmdonm OtharF� Source 7.Start Date Upon Final Signature 8.End Date June 30.2025.iffunds are not reappropriatad;June 30.2027. contingent onneappropriaUon. State: 01 N/A: r-1 8.Federal Funds (as applicable) Federal Agency CFDA Number N/A N/A N/A 10.Tmx I0# 01-6001510 11.SVVV# SVVV0018023-00 12.0B|# 170000208 13.WE|# UEC)NK4C26C8T3 14.Grant Purpose The purpose of this perform a nce-based Grant Agreement is to provide funding for the Tukwila Community Center HVAC Replacement Phase 1 Project located at 12424 42nd Ave S, Tukwila, WA 98168 as described in Attachment A — Scope of Work. COMMERCE, defined as the Washington State Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms of this Grant Agreement and attachments and have executed this Grant Agreement on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant Agreement are governed by this Grant Agreement and the following other documents incorporated by reference: Grant AgreementTermsandCondiUnnsino|udingAttaohmantA—GoopeufVVork' Attachment B — Budget, Attachment C — Certification of Availability of Funds to Complete the Project, Attachment D — Certification of the Payment and Reporting of Prevailing Wages, and Attachment E — Certification of Intent to Enter LEED Process, application as submitted for grant funding. applicable Local Community Projects Program Notice ofFunding Availability, and applicable Local Community Projects Program Guidelines (as they may be revised from time to time). FOR GRANTEE FOR COMMERCE Tom K4oLeud, Mayor City ofTukwila MarkK. Barkley, Assistant Director Local Government Division Date TEMPLATE APPROVED ASTOFORM Lisa Koperski.Assistant Attorney General, on7/22/2024 Date 4 79 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS GRANT AGREEMENT, entered into by and between the Grantee, a Local Government, and WASHINGTON STATE DEPARTMENT OF COMMERCE, as defined on the Face Sheet of this Grant Agreement, WITNESSES THAT: WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050(5) to cooperate with and provide assistance to local governments, businesses, and community -based organizations; and WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs which are assigned to COMMERCE by the Governor or the Washington State Legislature; and WHEREAS, the Washington State Legislature has, in Laws of 2022, Chapter 296, Section 1026 made an appropriation to support the 2023 Local and Community Projects Program, which was amended and reappropriated in Laws of 2023, Chapter 474, Sections 6052 and 7007, and in Laws of 2024, Chapter 375, Section 6009, and directed COMMERCE to administer those funds; and Additionally, the GRANTEE has received an appropriation for the Tukwila Community Center HVAC Replacement Project #24-96647-296 in Engrossed Substitute Senate Bill 5200 Laws of 2023, Chapter 474, Section 1025, which has not yet been administered. WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding for design, acquisition, construction and equipment, or rehabilitation activities of the Project. GRANTEE and COMMERCE are individually a "party" and, collectively, the "parties." NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter contained, the parties agree as follows: 1. GRANT 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 Grant Agreement. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $250,260.00 for the capital costs necessary for or incidental to the performance of work as set forth in Attachment A (Scope of Work). 3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES A. The release of state funds under this Grant Agreement is contingent upon the GRANTEE certifying that it has expended or has access to funds from non -state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT). Such non -state sources may consist of a combination of any of the following: i. Eligible Project expenditures prior to the execution of this Grant Agreement. ii. Cash dedicated to the Project. iii. Funds available through a letter of credit or other binding loan commitment(s). iv. Pledges from foundations or corporations. 80 5 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 v. Pledges from individual donors. vi. The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non -state matching fund credit. vii. In -kind contributions, subject to COMMERCE'S approval. B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has expended funds from such non -state sources and shall make such records available for COMMERCE's review upon reasonable request. 4. STATE PUBLIC WORKS For work done at the cost of the State, GRANTEE must comply with public works statutes RCW 39.04 and RCW 39.10, apprenticeship requirements, and the State and local building codes, as applicable. If GRANTEE has questions about compliance, GRANTEE will need to visit the Washington State Department of Labor & Industries Public Works Projects website for more information. 5. SITE CONTROL GRANTEES who receive grants for construction, purchase or renovation of facilities must provide written evidence of and maintain site control, either through outright ownership of the subject property or a long-term lease, for a minimum of 10 years after the later of: (1) final grant payment; or (2) the date when the facility is made usable to the public for the purpose intended by the Washington State Legislature, including GRANTEE having secured all required licenses, certifications, and/or permits. GRANTEES must provide written evidence of continuing site control as may be requested by COMMERCE_ 6. DOCUMENTATION AND SECURITY The provisions of this Section shall apply to capital projects performed by nonprofit organizations and public benefit corporations that involve the expenditure of over $250,000 in State funds. The provisions may also apply to Tribes, depending on the location of the Project. Additionally, COMMERCE reserves the right to review all state -funded projects and to require that projects performed by other entity types comply with this Section. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for pre -design or design only are exempt from this Section. A. Deed of Trust. This Grant Agreement shall be evidenced by a promissory note and secured by a deed of trust or other appropriate security instrument in favor of COMMERCE (the Deed of Trust). The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within 90 calendar days of Grant Agreement execution. The Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount of the Grant Agreement as set forth on the Face Sheet. B. Term of Deed of Trust. Commitment Period. The Deed of Trust shall remain in full force and effect for a minimum period of 10 years following the later of: (1) final payment of state funds to the GRANTEE under this Grant Agreement; or (2) the date when: i. the facility improved or acquired with grant funds; or ii. a distinct phase of the Project 6 81 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 is made useable to the public for the purpose intended by the Washington State Legislature (the Commitment Period). Upon satisfaction of the Commitment Period term requirement and all other Grant Agreement terms and conditions, COMMERCE shall, upon written request of the GRANTEE, take appropriate action to reconvey the Deed of Trust. C. Title Insurance. The GRANTEE 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 the grant. D. Covenant. If the Project will be partially funded by a loan and the term of said loan is less than the Commitment Period as defined in Special Terms and Conditions Section 6(B), COMMERCE may require that GRANTEE record or cause to be recorded a covenant in a superior lien position ahead of the lender's security instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this Grant Agreement for at least the term of the Commitment Period as defined in Special Terms and Conditions Section 6(B). E. Subordination. COMMERCE may agree to subordinate its Deed of Trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and COMMERCE shall respond to the request in writing within 30 calendar days of receiving the request. F. Deed of Trust on Leased Property. COMMERCE may require, at its sole discretion, a Deed of Trust on the fee interest of the real property where the Project is located, if the Project is on leased property 7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES When all or part of the grant is used to fund the acquisition of real property, before funds are disbursed, the GRANTEE shall procure and provide to COMMERCE evidence establishing the value of the real property eligible for reimbursement under this Grant Agreement as follows: A. GRANTEE purchases of real property from an independent third -party seller shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or a current property tax statement. B. GRANTEE purchases of real property from a subsidiary organization, such as an affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or the prior purchase price of the property plus holding costs, whichever is less. 8. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT Payments to the GRANTEE shall be made on a reimbursement basis only. The GRANTEE may be reimbursed, at the rate set forth elsewhere in this Grant Agreement, for work associated with the Project expenditures Unless authorized by the Washington State Legislature, only those Project costs incurred after the date of execution, may be reimbursed. Reimbursable cost are determined by the Scope of Work, Attachment A. Generally costs within the following cost categories are considered capital expenditures: A. Real property, and costs directly associated with such purchase, when purchased or acquired solely for the purposes of the Project; B. Design, engineering, architectural, and planning; C. Construction management and observation (from external sources only); D. Construction costs including, but not limited to, the following: i. Site preparation and improvements; H. Permits and fees; 82 7 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 iii. Labor and materials; iv. Taxes unProject goods and services; v. Capitalized equipment; A. Information technology infrastructure; and vii- Landscaping. E. Other costs authorized through the legislation. 9. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the GRANTEE for upto 10096 of each invoice for eligible Project expenditures, up to the maximum payable under this Grant Agreement. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed — by budget|ineitem—forthnbiUingperiod. The GRANTEE must submit all Invoice Vouchers and any required documentation electronically. Submissions shall be in accordance with directions provided by COMMERCE. Funds are reimbursement based and cannot be advanced under any circumstance. Disbursements of funds for invoices due and payable within 30 days are not considered advanced payments. The GRANTEE shall evidence the costs claimed oneach voucher byincluding copies ofeach invoice received from oubgnantaao/aubountraotoraproviding Project goods orservices covered bythe Grant Agreement. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed atthe time the voucher is submitted or within 30 calendar days of Commerce's disbursement of payment. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted or within 30 calendar days thereafter. The voucher must be certified (i.e., signed) by an official of the GRANTEE with authority to bind the GRANTEE. The voucher shall besubmitted toCOMMERCE within 0Ocalendar days following the completion ofwork orother termination ofthis Grant Agreement, or within 15calendar days following the end of the State biennium unless Grant Agreement funds are re -appropriated by the Washington State Legislature in accordance with Special Terms and Conditions Section 18 (Reappropriation). |fGRANTEE has cvwill basubmitting any ofthe invoices attached toarequest for payment for partial reimbursement under another contract or grant agreement, GRANTEE must clearly identify such contracts or grant agreements in the transmittal letter and request for payment. Each request for payment must be accompanied byaProject Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit awarrant tuthe GRANTEE. |nthe event that the award amount in Special Terms and Conditions Section 2 (Compensation) is expended before construction completion of the Project, as identified in Attachment A (Scope of Work), the GRANTEE agrees to continue providing complete Project Status Report updates tntheir COMMERCE Representative annually orupon request. COMMERCE will pay GRANTEE upon receipt and approval of properly completed invoices and supporting documentation, which shall be submitted to the Representative for COMMERCE not more often than monthly. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE. Payment shall be considered timely if made by COMMERCE within 30 calendar days after receipt of properly completed invoices. Payment shall be sent bothe address designated bythe GRANTEE. 8 83 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 Notwithstanding the foregoing, COMMERCE may, in its sole discretion, holdback up to the final 10% of grant funds until the Project is complete and the facility has been issued a Certificate of Occupancy from the appropriate local permitting entity, or for projects without occupiable space, when comparable evidence of Project completion is submitted by GRANTEE. The Certificate of Occupancy /evidence of completion should be submitted with GRANTEE's final request for reimbursement. 10. CLOSEOUT CERTIFICATION The GRANTEE shall complete and submit a Closeout Certification Form when: A. All activities identified in the Scope of Work shown on Attachment A are complete and the Project is useable to the public for the purpose intended by the Washington State Legislature, or B. When final payment is made and GRANTEE has certified that the Project will be completed and the public benefit described will be maintained for the term of the Commitment Period as defined in Special Terms and Conditions Section 6(B). Notwithstanding anything in A. or B. above, the right of COMMERCE to recapture funds or seek other remedies for failure to make the Project usable to the public shall survive the closeout or termination of this Grant Agreement. COMMERCE reserves the right to request additional information related to the Project. 11. INSURANCE A. Insurance Requirements for Reimbursable Activities The GRANTEE must have insurance coverage that is substantially similar to the coverage described in Section 11 B below for all periods in which GRANTEE performed work for which it will seek reimbursement. The intent of the required insurance is to protect the State of Washington should there be any Claims, suits, actions, costs, damages or expenses arising from any loss or negligent or intentional act or omission of the GRANTEE or subgrantee/subcontractor, or agents of either, while performing under the terms of this Grant Agreement. B. Additional Insurance Requirements During the Term of the Grant Agreement i. The GRANTEE shall provide proof to COMMERCE of insurance coverage that shall be maintained in full force and effect, as indicated below, and shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section: a. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of or related to this Grant Agreement but in no less than $1,000,000 per occurrence. Additionally, the GRANTEE is responsible for ensuring that any subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of or related to subgrants/subcontracts (if any). Commercial General Liability Insurance coverage shall be maintained in full force and effect during the term of this Grant Agreement and throughout the Commitment Period as defined in Special Terms and Conditions Section 6(B). This insurance must be maintained throughout the term of the Grant Agreement and the Commitment Period as defined in Special Terms and Conditions Section 6(B). b. Property Insurance. The GRANTEE shall keep the property insured in an amount sufficient to permit such insurance to be written at all times on a replacement cost basis. Such insurance shall cover the following hazards, as applicable: 1. Loss or damage by fire and such other risks; 2. Loss or damage from leakage or sprinkler systems now or hereafter installed in any building on the premises; 84 9 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 3. Loss or damage by explosion of steam boilers, pressure vessels, oil or gasoline storage tanks, or similar apparatus now or hereafter installed in a building or building on the premises. This property insurance coverage must be maintained in full force and effect throughout the term of this Grant Agreement and the Commitment Period as defined in Special Terms and Conditions Section 6(B). c. Professional Liability, Errors, and Omissions Insurance. If GRANTEE will be providing any professional services to be reimbursed under this Grant Agreement, the GRANTEE shall maintain Professional Liability or Errors and Omissions Insurance with minimum limits of no less than $1,000,000 per occurrence to cover all activities by the GRANTEE and licensed staff employed or under contract to the GRANTEE. The State of Washington, the Department of Commerce, its agents, officers, and employees need not be named as additional insureds under this policy. This insurance must be maintained throughout the Commitment Period as defined in Special Terms and Conditions Section 6(B). GRANTEE shall require that any subgrantees/subcontractors providing professional services that are reimbursable under this Grant Agreement maintain Professional Liability or Errors and Omissions Insurance at the coverage levels set forth in this subsection. d. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the GRANTEE for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss where: 1. The amount of fidelity coverage secured pursuant to this Grant Agreement shall be $2,000,000 or the highest of planned reimbursement for the Grant Agreement period, whichever is lower. Fidelity insurance secured pursuant to this paragraph shall name the State of Washington, the Department of Commerce, its agents, officers, and employees as beneficiary. 2. Subgrantees/subcontractors that receive $10,000 or more per year in funding through this Grant Agreement shall secure fidelity insurance as noted above. Fidelity insurance secured by subgrantees/subcontractors pursuant to this paragraph shall name the GRANTEE and the GRANTEE's fiscal agent (if any) as beneficiary. 3. Fidelity Insurance coverage shall be maintained in full force and effect from the start date of this Grant Agreement until GRANTEE has submitted a Closeout Certification Form, subject to the following: Fidelity Insurance must be issued on either (a) a "loss sustained" basis; or (b) if issued on a "loss -discovered" basis, provide coverage for at least 6 months following the date of COMMERCE's receipt of the Closeout Certification Form. ii. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except as otherwise set forth in this Section, each insurance policy shall name "the State of Washington the Department of Commerce, its agents, officers, and employees" as additional insureds on all policies. All policies shall be primary to any other valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE 30 calendar days' advance notice of any insurance cancellation or modification. iii. The GRANTEE shall submit to COMMERCE within 15 calendar days of the Grant Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section including, without limitation, the type of insurance coverage under the policy, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided 30 days' advance written notice of cancellation. During the term of the Grant Agreement, the GRANTEE shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section. Additionally, GRANTEE shall 10 85 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 provide copies of insurance instruments or certifications at COMMERCE's request and until six month after COMMERCE has received a Closeout Certification Form from GRANTEE. Copies of such insurance instruments and certifications will be provided within 15 calendar days of COMMERCE's request unless otherwise agreed to by the parties. iv. GRANTEES and Local Governments that Participate in a Self -Insurance Program. Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from COMMERCE, the GRANTEE may provide the coverage above under a self-insured/liability pool or self -insured risk management program. In order to obtain permission from COMMERCE, the GRANTEE shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. GRANTEE's participating in joint risk pools shall maintain sufficient documentation to support the aggregate Claim liability information reported on the balance sheet. The State of Washington, the Department of Commerce, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under GRANTEE's self-insured/liability pool or self - insured risk management program. Such annual summary of coverage and letter of self- insurance will be provided on the anniversary of the start date of this Grant Agreement. 12. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant Agreement, the inconsistency shall be resolved by giving precedence in the following order: 1) Applicable federal and State of Washington statutes and regulations 2) Special Terms and Conditions 3) General Terms and Conditions 4) Attachment A — Scope of Work 5) Attachment B — Project Budget 6) Attachment C — Certification of the Availability of Funds to Complete the Project 7) Attachment D — Certification of the Payment and Reporting of Prevailing Wages 8) Attachment E — Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 9) Application as submitted by the GRANTEE for funding 10) Notice of Funding Availability 11) Program Guidelines, as revised. GRANTEE acknowledges that the Program Guidelines may be revised by COMMERCE from time to time and agrees that the most recent version of the Guidelines shall be applicable. COMMERCE will post notice on its website https://www.commerce.wa.gov/building-infrastructure/capital-facilities/ drawing attention to the sections of the Guidelines that have been revised. 13. REDUCTION IN FUNDS In the event that funds appropriated for the Project contemplated under this Grant Agreement are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature, or other funding source, during the Grant Agreement period, the parties understand and agree that COMMERCE may suspend, amend, or terminate the Grant Agreement to abide by the revised 86 11 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 funding limitations. The parties understand and agree that GRANTEE shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE and shall meet and renegotiate the Grant Agreement accordingly. 14. REAPPROPRIATION A. The parties hereto understand and agree that any State funds not expended by the End Date listed on the Face Sheet will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the State's obligation under the terms of this Grant Agreement shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this Grant Agreement are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 15. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this Grant Agreement and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Grant Agreement; provided, however, that COMMERCE may be granted a security interest in real property to secure funds awarded under this Grant Agreement. This provision does not extend to Claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this Grant Agreement. 16. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY A. The GRANTEE understands and agrees that any and all real property or facilities owned by the GRANTEE that are acquired, constructed, or otherwise improved using state funds under this Grant Agreement shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for the Commitment Period as defined in Special Terms and Conditions Section 6(B). B. This provision shall not be construed to prohibit the GRANTEE from selling any property or properties described in this Section; provided, however, that any such sale shall be subject to prior review and approval by COMMERCE and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this Grant Agreement. C. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE shall repay to the state general fund pursuant to General Terms and Conditions Section 34, the principal amount of the funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility. Repayment shall be made pursuant to General Terms and Conditions Section 27 (Recapture). This repayment is in addition to any other remedies available at law or in equity. 17. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE A. The GRANTEE understands and agrees that any and all real property or facilities leased by the GRANTEE that are constructed, renovated, or otherwise improved using state funds under this Grant Agreement shall be used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for a period of the Commitment Period as defined in Special Terms and Conditions Section 6(B). B. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE shall repay to the state general fund pursuant to General Terms and Conditions Section 34, the principal amount of the funds disbursed under the Grant Agreement, along with interest at the 12 87 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility Repayment shall be made pursuant to General Terms and Conditions Section 27 (Recapture). This repayment is in addition to any other remedies available at law or in equity. 18. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this Grant Agreement, the GRANTEE may, at its discretion, make modifications to line items in Attachment B (Project Budget) that will not increase the line item by more than 15%. B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item in Attachment B (Project Budget) that would increase the line item by more than 15%. Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this Grant Agreement that would cause one or more budget line items to exceed the 15% threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email or regular mail), and such written approval shall amend the Project Budget. Each party to this Grant Agreement will retain and make any and all documents related to such budget modifications a part of their respective Grant Agreement file. D. Nothing in this Section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Special Terms and Conditions Section 2 (Compensation) of this Grant Agreement. 19. SIGNAGE, MARKERS AND PUBLICATIONS A. Taxpayers of Washington State as participant in funding Project If, during the period covered by this Grant Agreement, the GRANTEE displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify "The Taxpayers of Washington State" as a participant. B. Ensure coordinated Climate Commitment Act branding. If Climate Commitment Act funding is involved in this Grant Agreement, then the following provisions apply to GRANTEE and its subgrantees/subcontractors including, without limitation, any and all contractors, subgrantees/subcontractors, service providers, and others who assist GRANTEE in implementing the Project in order to strengthen public awareness of how CCA funding is used and to ensure consistent branding and funding acknowledgments: i. Funding source acknowledgement. - The GRANTEE must display or circulate in any and all communications including, without limitation, on websites and in announcements, press releases, and publications used for media -related activities, publicity, and public outreach that: "The is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap -and -invest dollars to work reducing climate pollution, creating jobs, and improving public health. Information about the CCA is available at www.climate.wa.gov." H. Include the "Climate Commitment Act" logo at climate.wa.gov/brandtoolkit, consistent with the branding guidelines posted at climate.wa.gov/brandtoolkit for: a. any Project website or webpage that includes logos from other funding partners; and/or b. any Project media or public information materials that include logos from other funding partners; and/or c. On -site signage, to the extent possible. By way of example only, this means that for consumer -related projects or programs, a decal may be placed on front of installed heat pump or a logo printed on a delivery tag. 88 13 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 iii' The GRANTEE is responsible for ensuring that its subgrantees/subcontractors; comply with Section 19(B). 20. HISTORICAL AND CULTURAL ARTIFACTS Prior to approval and disbursement ofany funds awarded under this Grant Agreement, GRANTEE shall cooperate with COMMERCE to complete the requirements of Governor's Executive Order 21-02 or GRANTEE shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. GRANTEE agrees that the GRANTEE is legally and financially responsible for compliance with all |awm, nagu|ahono, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the State of Washington in relation to any claim related to such historical or cultural resources disooverod, disturbed, or damaged as a result of the Project funded bythis Grant Agreement. In addition to the requirements set forth in this Grant Agreement, GRANTEE shall, in accordance with Governor's Executive Order 21-02 as applicable, coordinate with COMMERCE and the Washington State Department of Archaeology and Historic Preservation (DAHP), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Grant Agreement. The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the GRANTEE shall immediately stop construction and notify the local historical preservation officer and the State'o historical preservation officer at DAHP, and the COMMERCE Representative identified on the Face Sheet. If human remains are uncovered, the GRANTEE shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The GRANTEE shall require this provision to be contained in all subgrants/subcontractsfor work or services related to the Project described in Attachment A (Scope of Work). |naddition to the requirements set forth inthis Grant Agreement, GRANTEE agrees to comply with RCW 27.44 regarding Indian Graves and Records, RCW 27.53 regarding Archaeological Sites and Resources, RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves, and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion ofGovernor's Executive Order 21'02. |nthe event that the GRANTEE finds bnecessary tnamend the Project described inAttachment A (Scope ufVVnrk).the GRANTEE may barequired ture-comply with Governor's Executive Order 21' 02orSection 1OGnfthe National Historic Preservation Act. 21.TERN|NATAON FOR FRAUD ORMISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the grant application or during the performance of this Grant Agreement, COMMERCE reserves the right to terminate or amend this Grant Agreement accordingly, including the right to recapture all funds disbursed tothe GRANTEE under the Grant Agreement. 14 89 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 22. FRAUD AND OTHER LOSS REPORTING GRANTEE shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Grant Agreement immediately or as soon as practicable to the COMMERCE Representative identified on the Face Sheet. 23. PUBLIC RECORDS ACT Notwithstanding General Terms and Conditions Section 13 (Confidentiality/Safeguarding of Information), COMMERCE is a public agency subject to the Public Records Act, RCW 42.56 (PRA). Under the PRA, all materials relating to the conduct of government or the performance of any governmental or proprietary function prepared, owned, used, or retained by COMMERCE or its functional equivalents are considered public records. The PRA requires that public records responsive to a public records request be promptly produced unless the PRA or an "other statute" exempts such records from production. This Grant Agreement is not intended to alter COMMERCE's obligations under the PRA. The parties agree that if COMMERCE receives a public records request for files that may include confidential information under General Terms and Conditions Section 13 (Confidentiality/Safeguarding of Information), COMMERCE may notify the other party of the request and of the date that the records will be released to the requester unless GRANTEE obtains a court order enjoining disclosure. If the GRANTEE fails to obtain the court order enjoining disclosure, COMMERCE may release the requested information on the date specified. If the GRANTEE obtains a court order from a court of competent jurisdiction enjoining disclosure pursuant to the PRA, COMMERCE shall maintain the confidentiality of the information per the court order. 24. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAL/ENGINEERING DESIGN WORK General Terms and Conditions Section 16 (Copyright Provisions) are not intended to apply to any architectural and engineering design work funded by this Grant Agreement. 25. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. General Terms and Conditions Section 47 (Treatment of Assets) is superseded by this provision. 90 15 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant Agreement, 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. "Claim" shall mean any and all claims, losses, costs, damage, expenses, liabilities, liens, actions, causes of action (whether in tort or contract, law or equity, or otherwise), and attorneys' fees and costs. C. "COMMERCE" shall mean the Washington State Department of Commerce. D. "Grant Agreement" shall mean the entire written agreement between COMMERCE and the GRANTEE, including any attachments, exhibits, documents, or materials incorporated by reference, and any amendments executed by the parties. E. "GRANTEE" shall mean the entity identified on the Face Sheet performing service(s) under this Grant Agreement and shall include all employees and agents of the GRANTEE. 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. G. "State" shall mean the State of Washington. H. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is performing all or part of those services under this Grant Agreement under a separate subcontract or subgrant with the GRANTEE. The term "subgrantee/subcontractor" refers to any tier. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this Grant Agreement to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the GRANTEE's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant Agreement shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant Agreement contains all the terms and conditions agreed upon by the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant Agreement shall be deemed to exist or to bind any of the parties hereto. 5. ALLOWABLE COSTS Costs allowable under this Grant Agreement are actual expenditures according to an approved budget up to the maximum amount stated on the Grant Agreement Award or Amendment Face Sheet. 16 91 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 6. AMENDMENTS This Grant Agreement 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. No other understandings, oral or otherwise, regarding the subject matter of this Grant Agreement shall be deemed to exist or to bind any of the parties hereto. 7. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 8. ASSIGNMENT Neither this Grant Agreement nor any Claim arising under this Grant Agreement, shall be transferred or assigned by the GRANTEE without prior written consent of COMMERCE. 9. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant Agreement, in the event of litigation or other action brought to enforce Grant Agreement terms, each party agrees to bear its own attorneys' fees and costs. 10. AUDIT A. General Requirements COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit services and provide documentation of the audit to COMMERCE based on the following guidelines. The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure that subgrantees/subcontractors also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its subgrantees/subcontractors. COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from the audit. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The GRANTEE must respond to COMMERCE requests for information or corrective action concerning audit issues within 30 calendar days of the date of request. B. State Funds Requirements In the event an audit is required, if the GRANTEE is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a qualified certified public accountant. The GRANTEE shall include the above audit requirements in any and all subgrants or subcontracts. 92 17 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 In any case, the GRANTEE's records must be available for review by COMMERCE at any time during the Commitment Period as defined in Special Terms and Conditions Section 6(B). C. Documentation Requirements The GRANTEE must send a copy of the audit report described above no later than 9 months after the end of the GRANTEE's fiscal year(s) by sending a scanned copy to comacctoffice@commerce.wa.gov or a hard copy to: Washington State Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia. WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: i. Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE; and ii. Copy of the Management Letter. If the GRANTEE is required to obtain a single audit consistent with Circular A-133 requirements, a copy must be provided to COMMERCE; no other report is required. 11. BREACHES OF OTHER STATE CONTRACTS GRANTEE is expected to comply with all other contracts and grant agreements executed between GRANTEE and the State of Washington. A breach of any other contract or grant agreement entered into between GRANTEE and the State of Washington may, in COMMERCE's sole discretion, be deemed a breach of this Grant Agreement. 12. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier -free codes. Compliance with the Americans with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department. 13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this Section includes: i. All material provided to the GRANTEE by COMMERCE that is designated as "confidential" by COMMERCE; and ii. All material produced by the GRANTEE that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the GRANTEE that may not be disclosed under state or federal law. B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information solely for the purposes of this Grant Agreement 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 GRANTEE shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale, or disclosure of Confidential Information or violation of any related state or federal laws. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such 18 93 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 policies and procedures as they apply to this Grant Agreement whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period specified by COMMERCE. Upon request, the GRANTEE shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the GRANTEE against unauthorized disclosure. C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within 5 working days of GRANTEE's discovery 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. 14. CONFORMANCE If any provision of this Grant Agreement violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. 15. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this Grant Agreement if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, RCW 42.52 and RCW 42.23, or any similar statute involving the GRANTEE in the procurement of, or performance under, this Grant Agreement. Specific restrictions apply to contracting with current or former state employees pursuant to RCW 42.52. The GRANTEE and all subgrantees/subcontractors (if any) must identify any person employed in any capacity by the State of Washington that worked on this Grant Agreement, or any matter related to the Project funded under this Grant Agreement or any other state funded project, including, but not limited to, formulating or drafting legislation, participating in grant procurement, planning and execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date of this Grant Agreement. Any person identified by the GRANTEE and their subgrantees/subcontractors (if any) must be identified individually by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further consideration for the award of a grant. In the event this Grant Agreement is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the Grant Agreement by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in Section 18 General Terms and Conditions (Disputes) of this Grant Agreement. 16. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant Agreement 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 that the Materials are not considered "works for hire" under the U.S. Copyright laws, the GRANTEE 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, and/or sound reproductions. "Ownership" includes the right to copyright, patent, and register as well as the ability to transfer these rights. 94 19 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 For Materials that are delivered under the Grant Agreement, but that incorporate pre-existing materials not produced under the Grant Agreement, the GRANTEE 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 GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to COMMERCE. The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant Agreement, 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 Grant Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the GRANTEE with respect to any Materials delivered under this Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE. 17. DISALLOWED COSTS The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees/subcontractors. 18. DISPUTES Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: i. be in writing; ii. state the disputed issues; ID. state the relative positions of the parties; iv. state the GRANTEE's name, address, and Grant Agreement number; and v. be mailed to the Director and the other party's (respondent's) Grant Agreement Representative within 3 working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within 5 working days. The Director or designee shall review the written statements and reply in writing to both parties within 10 working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant Agreement shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 19. DUPLICATE PAYMENT COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of Washington or any other party under any other grant, subgrant/subcontract, contract, or 20 95 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 agreement, for the same services or expenses. The GRANTEE certifies that work to be performed under this Grant Agreement does not duplicate any work to be charged against any other grant, subgrant/subcontract, contract, or agreement. 20. GOVERNING LAW AND VENUE This Grant Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought shall be in the Superior Court for Thurston County. 21. INDEMNIFICATION To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the State of Washington, COMMERCE, agencies of the State, and all officials, agents, employees, and representatives of the State, from and against all Claims for injuries or death arising out of or resulting from the performance of the Grant Agreement. The GRANTEE'S obligation to indemnify, defend, and hold harmless includes any Claim by any and all of GRANTEE'S agents, employees, representatives, and/or subgrantee(s)/subcontractor(s) (and their agents, employees, and representatives, to the extent that GRANTEE is using any subgrantee/subcontractor for the Project). The GRANTEE'S obligations shall not include such Claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and/or employees. If the Claims or damages are caused by or result from the concurrent negligence of (a) the State, its agents, and/or employees and (b) the GRANTEE, its subgrantees/subcontractors, agents, and/or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the GRANTEE (and/or its subgrantees/subcontractors) and their agents, officers, representatives, and/or employees. The GRANTEE waives its immunity under RCW 51 to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officers, agents, and/or employees. 22. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant Agreement. The GRANTEE and its employees, officers, representatives, and/or agents performing under this Grant Agreement are not employees or agents of the State of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of COMMERCE or of the State of Washington by reason hereof, nor will the GRANTEE make any claim of right, privilege, or benefit which would accrue to such officer or employee under law. Conduct and control of the work associated with the Project will be solely with the GRANTEE. 23. INDUSTRIAL INSURANCE COVERAGE The GRANTEE shall comply with all applicable provisions of RCW 51 (Industrial Insurance). If the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the GRANTEE the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by COMMERCE under this Grant Agreement and transmit the deducted amount to the Department of Labor and Industries (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the GRANTEE. 24. LAWS The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations, and policies of local and state and federal governments, as now or hereafter amended. 96 21 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 25 LICENSING, ACCREDITATION, AND REGISTRATION The GRANTEE shall comply with all applicable looa|, otate, and federal licensing, accreditation, and registration requirements or standards necessary for the performance of this Grant Agreement. 06'L|MITAT|ON OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the expnaos, imp|ied, or apparent authority to enbar, a|her, amand, modify, or waive any clause or condition of this Grant Agreement. Furthermone, any a|taration, amandment, modiUoation, orwaiver ofany o|auoa or condition of this Grant Agreement is not effective or binding unless made in writing and signed by the Authorized Representative. 2[LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, GRANTEE shall participate in local public transportation forums and implement strategies designed to ensure access to services. 28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS A. During the performance ofthis Grant Agreement, the GRANTEE, including any aubgnanhse/ ubcontnactor. shall comply with all hadana|, otab*. and local nondiscrimination laws, regulations, and policies including, but not be limited to, not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which GRANTEE, or subgrantee/subcontractor, has a collective bargaining or other agreement. The funds provided under this Grant Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Grant Agreement. B. Obligation hoCooperate. GRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that GRANTEE, including any subgrantee/subcontractor, has engaged in discrimination prohibited bythis Agreement pursuant tuRCVV40.8U.530(3). C. Default. Notwithstanding any provision tothe contrary, COMMERCE may suspend GRANTEE, including anysubgnantee/ouboontnaotnr' upon notice nfafailure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that GRANTEE, including any subgrantee/subcontractor, is cooperating with the investigating state agency. |nthe event GRANTEE, or subgrantee/subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and GRANTEE, subgrantee/subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. GRANTEE or subgrantee/subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief orsettlement agreement. 29. PAY EQUITY The GRANTEE agrees to ensure that "similarly employed" individuals in its workforce are compensated anequals, consistent with the following: A. Employees are "similarly omp|oyed^if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; 22 97 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 B. GRANTEE may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels; and/or ii. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential; and/or iii. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. This Grant Agreement may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise Services determines that the GRANTEE is not in compliance with this Section. 30. POLITICAL ACTIVITIES Political activity of GRANTEE employees and officers are limited by the Campaign Disclosure and Contribution provisions of RCW 42.17a and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 31. PREVAILING WAGE LAW The GRANTEE certifies that all subgrantees/subcontractors performing work on the Project shall comply with State Prevailing Wages on Public Works, RCW 39.12, as applicable to the Project funded by this Grant Agreement, including, but not limited to, the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such records available for COMMERCE's review upon request. The GRANTEE is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 32. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Grant Agreement shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Grant Agreement provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as Project costs. 33. PUBLICITY The GRANTEE agrees not to publish or use any advertising or publicity materials in which the State of Washington or COMMERCE's name is mentioned, or language used from which the connection with the State of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 98 23 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 34. RECAPTURE In the event that the GRANTEE fails to perform this Grant Agreement in accordance with state or federal laws, and/or the provisions of this Grant Agreement, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance (which may include all funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility) in addition to any other remedies available at law or in equity. COMMERCE's ability to recapture or seek remedies shall survive any receipt of a Closeout Certification Form or termination of this Grant Agreement. Repayment by the GRANTEE of funds under this Section shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant Agreement. 35. RECORDS MAINTENANCE The GRANTEE shall maintain books, records, documents, data, and other evidence relating to this Grant Agreement 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 Grant Agreement. GRANTEE shall retain such records for a period of 6 years following the date of final payment. At no additional cost, these records, including materials generated under the Grant Agreement, 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 6 year period, the records shall be retained until all litigation, Claims, or audit findings involving the records have been resolved. 36. REGISTRATION WITH DEPARTMENT OF REVENUE AND SECRETARY OF STATE If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue and current with all required filings. Nonprofit and for -profit businesses must also be registered with the Washington Secretary of State. 37. RIGHT OF INSPECTION At no additional cost, the GRANTEE shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the State of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant Agreement. At no additional cost, the GRANTEE shall also provide any documents related to this Grant Agreement to COMMERCE upon request to assist COMMERCE in the periodic monitoring of this Grant Agreement. 38. 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 Grant Agreement and prior to normal completion, COMMERCE may terminate the Grant Agreement under the "Termination for Convenience" clause, without the 10 calendar day notice requirement. In lieu of termination, the Grant Agreement may be amended to reflect the new funding limitations and conditions. 24 99 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 39. SEVERABILITY The provisions of this Grant Agreement 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 Grant Agreement. 40. SITE SECURITY While on COMMERCE premises, GRANTEE, its agents, employees, and/or subgrantees/subcontractors shall conform in all respects with physical, fire, and other security policies or regulations. 41. SUBGRANTING/SUBCONTRACTING A. GRANTEE must execute binding agreements with all subgrantees/subcontractors that will perform work under this Grant Agreement. B. GRANTEE must ensure that any and all subgrantees/subcontractors that perform work related to this Project are duly authorized and licensed in Washington State to perform the work contemplated by this Grant Agreement. C. Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work associated with the Project contemplated under this Grant Agreement without obtaining prior written approval of COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE's duties. This clause does not include grants of employment between the GRANTEE and personnel assigned to perform work associated with the Project under this Grant Agreement. D. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances, and certifications set forth in this Grant Agreement are carried forward to any subgrants/subcontracts. Every subgrant/subcontract shall include a term that COMMERCE and the State of Washington are not liable for Claims or damages arising from a subgrantee's/subcontractor's performance of the subgrant/subcontract. GRANTEE and its subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of COMMERCE or as provided by law. E. Data Collection - GRANTEE will submit reports, in a form and format to be provided by COMMERCE and at intervals as agreed by the parties, regarding work under this Grant Agreement performed by subgrantees/subcontractors and the portion of grant funds expended for work performed by subgrantees/subcontractors, including, but not necessarily limited to, minority -owned, woman -owned, and veteran -owned business subcontractors. "Subgrantees/subcontractors" shall mean subgrantees/subcontractors of any tier. 42. SURVIVAL The terms, conditions, and warranties contained in this Grant Agreement that by their sense and context are intended to survive the completion of the performance, cancellation, or termination of this Grant Agreement shall so survive including, without limitation, any Recapture provision in this Grant Agreement. 43. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's income or gross receipts, and/or any other taxes, insurance, or expenses for the GRANTEE or its staff shall be the sole responsibility of the GRANTEE. 100 25 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 44. TERMINATION FOR CAUSE In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this Grant Agreement in a timely manner, COMMERCE has the right to suspend or terminate this Grant Agreement. Before suspending or terminating the Grant Agreement, COMMERCE shall notify the GRANTEE in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant Agreement may be terminated or suspended. In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant Agreement and the replacement or cover Grant Agreement and all administrative costs directly related to the replacement Grant Agreement (e.g., cost of the competitive bidding, mailing, advertising and staff time). COMMERCE reserves the right to suspend all or part of the Grant Agreement, withhold further payments, or prohibit the GRANTEE from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to terminate the Grant Agreement. A termination shall be deemed a "Termination for Convenience" under General Terms and Conditions Section 45 (Termination for Convenience) if it is determined that the GRANTEE: (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 Grant Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 45. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant Agreement, COMMERCE may, by 10 business days written notice, beginning on the second day after the mailing, terminate this Grant Agreement, in whole or in part. If this Grant Agreement is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant Agreement for services rendered or goods delivered prior to the effective date of termination. 46. TERMINATION PROCEDURES Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided in this Grant Agreement, may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant Agreement as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE 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 Grant Agreement. COMMERCE may withhold from any amounts due the GRANTEE 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 Grant Agreement. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the GRANTEE shall: 26 101 Docusign Envelope ID: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 1) Stop work under the Grant Agreement on the date, and to the extent specified, in the notice; 2) Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant Agreement that is not terminated; 3) 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 GRANTEE under the orders and subgrants/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 subgrants/subcontracts; 4) Settle all outstanding liabilities and all Claims arising out of such termination of orders and subgrants/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; 5) 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 Grant Agreement had been completed, would have been required to be furnished to COMMERCE; 6) Complete performance of such part of the work associated with the Project as shall not have been terminated by the Authorized Representative; and 7) 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 Grant Agreement, which is in the possession of the GRANTEE and in which COMMERCE has or may acquire an interest. 47. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a direct item of cost under this Grant Agreement, shall pass to and vest in COMMERCE upon delivery of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the GRANTEE under this Grant Agreement, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant Agreement, or (ii) commencement of use of such property in the performance of this Grant Agreement, 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 GRANTEE shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant Agreement. B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the GRANTEE or which results from the failure on the part of the GRANTEE to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant Agreement All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors. 48. 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 Grant Agreement unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 102 27 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 ATTACHMENT A - SCOPE OFWORK Funds awarded under this grant shall be used by City of Tukwila toward the Tukwila Community Center H\ACReplacement Phase 1 Project located at1242442»uAve S.Tukwila, VVA88188. This Project will include, but not be limited to, HVAC replacement, renovation, design, and capitalized equipment activities such as replacement of the on -site boiler and the controls system for the full HVAC system to allow for optimal heating resources during the winter season and as needed throughout the year. This Project will serve as a benefit to the public by providing a stable and fully functional heating system for this community center that offers several activities for youth, adults, and seniors in the community including recreation and fitness programs, wellness programs, a preschool, rentable meeting rooms and banquet space, and aoapotential emergency weather shelter. This Project is anticipated to be completed by July 30, 2025. Costs related ho the work associated with the Project will only bereimbursed to the extent the work ia determined by Commerce to be within the scope of the legislative appropriation. CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the Scope of Work set forth above has been reviewed and approved by the GRANTEE's governing body as of the date and year written below. GRANTEE TITLE 28 103 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-B1 E33A852578 ATTACHMENT B - PROJECT BUDGET Line Item Funding Amount Acquisition $0.00 Architecture & Engineering Construction Capitalized Equipment Total Project Budget CERTIFICATION PERFORMANCE MEASURE $181,401.00 $1,270,068.00 $283,950.00 $1,735,419.00 The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE DATE 104 29 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-B1 E33A852578 ATTACHMENT C - CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT Non -State Fund Sources Amount King County Grant $500,000.00 City of Tukwila Local Funds $485,609.00 Total Non -State Funds $985,609.00 State Funds Amount State Capital Budget $250,260.00 Commerce CCF Grant #24-96647-296 $499,550.00 $1,735,419.00 Total Non -State and State Sources Holdback: 0% $0.00 Project Reimbursement Rate 100% CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that Project funding from sources other than those provided by this Grant Agreement and identified above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this Grant Agreement, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project and shall make such records available for COMMERCE's review upon reasonable request. GRANTEE Mayor TITLE DATE 30 105 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 ATTACHMENT 0-CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that all contractors and subgrantees/subcontractors performing work on the Project shall comply with prevailing wage laws set forth in 0CVV 30.12, asapplicable onthe date the Project appropriation becomes effective, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such records available for CC>MK4ERCE'o review upon request. If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE's governing body as of the date and year written below. GRANTEE TITLE 106 31 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-BlE33A852578 ATTACHMENT E-CERTAF|CATyON OF INTENT TO ENTER THE LEADERSHIP |NENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project funded bythis Grant Agreement. The GRANTEE shall, upon receipt ofLEEDcertification bythe United States Green Building Council, provide documentation of such certification to COMMERCE. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE 32 107 Docusign Envelope ID: C372AEAD-C7C8-4AOF-B4DA-B1 E33A852578 Name & Title ICI: Signature Date Erin Lalonde Budget Analyst Review & Approval Addeline Craig Managing Director Review & Approval Tony Hanson Deputy Director Final Review & Approval DocuSigned by: -3FFF0A4888F04A0_. 2/ 27/2025 I :55 AM PST 108 Certificate Of Completion Envelope Id: C372AEAD-C7C8-4A0E-B4DA-B1E33A852578 Subject: Please DocuSign: S23121 Tukwila HVAC Replacement Contract Division: Local Government Program: CCF ContractNumber: 23-96643-121 DocumentType: Contract Source Envelope: Document Pages: 34 Signatures: 1 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 2/27/2025 8:41:26 AM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Erin LaLonde erin.lalonde@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Tom McLeod mayor@tukwilawa.gov Mayor Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/27/2025 10:19:41 AM ID:f1120b74-d30e-4f0d-9642-a0a1ca4c2700 Addeline Craig addeline.craig@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Tony Hanson tony.hanson@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Holder: Pat Hughes pat.hughes@commerce.wa.gov Pool: StateLocal Pool: Washington State Department of Commerce Signature CIA'FOAABB8F04AO„ „cuslgined by: Signature Adoption: Pre -selected Style Using IP Address: 198.239.106.217 Status: Sent Envelope Originator: Pat Hughes 1011 Plum Street SE MS 42525 Olympia, WA 98504-2525 pat.hughes@commerce.wa.gov IP Address: 198.239.10.165 Location: DocuSign Location: Docusign Timestamp Sent: 2/27/2025 8:47:54 AM Viewed: 2/27/2025 8:50:18 AM Signed: 2/27/2025 8:55:58 AM Sent: 2/27/2025 8:56:00 AM Viewed: 2/27/2025 10:19:41 AM 109 Signer Events Signature Timestamp Mark Barkley mark.barkley@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Pat Hughes pat.hughes@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Pat Hughes pat.hughes@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign David Rosen david.rosen@tukwilawa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/16/2024 9:15:56 AM ID: efab21a4-9ecf-4c13-af7a-dde90f8d26b0 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/27/2025 8:47:54 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 110 Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Tom McLeod, David Rosen ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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To withdraw your consent with Washington State Department of Commerce To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: 112 i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other infoiivation from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support. docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confitiii to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confiuzn that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Washington State Department of Commerce as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce. 113 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D Grant to City Of Tukwila through The Local Community Projects Program For Tukwila Community Center HVAC Replacement 114 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D Table of Contents FACE SHEET 4 SPECIAL TERMS AND CONDITIONS 5 1. GRANT MANAGEMENT 5 2. COMPENSATION 5 3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES 5 4. STATE PUBLIC WORKS 6 5. SITE CONTROL 6 6. DOCUMENTATION AND SECURITY 6 7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES 7 8. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT 7 9. BILLING PROCEDURES AND PAYMENT 8 10. CLOSEOUT CERTIFICATION 9 11. INSURANCE 9 12. ORDER OF PRECEDENCE 11 13. REDUCTION IN FUNDS 11 14. REAPPROPRIATION 12 15. OWNERSHIP OF PROJECT/CAPITAL FACILITIES 12 16. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY 12 17. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE 12 18. MODIFICATION TO THE PROJECT BUDGET 13 19. SIGNAGE, MARKERS AND PUBLICATIONS 13 20. HISTORICAL AND CULTURAL ARTIFACTS 14 21. TERMINATION FOR FRAUD OR MISREPRESENTATION 14 22. FRAUD AND OTHER LOSS REPORTING 15 23. PUBLIC RECORDS ACT 15 24. APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAL/ENGINEERING DESIGN WORK 15 25. TREATMENT OF ASSETS 15 GENERAL TERMS AND CONDITIONS 16 1. DEFINITIONS 16 2. ACCESS TO DATA 16 3. ADVANCE PAYMENTS PROHIBITED 16 4. ALL WRITINGS CONTAINED HEREIN 16 5. ALLOWABLE COSTS 16 6. AMENDMENTS 17 7. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 17 8. ASSIGNMENT 17 115 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 9. ATTORNEYS' FEES 17 10. AUDIT 17 11. BREACHES OF OTHER STATE CONTRACTS 18 12. CODE REQUIREMENTS 18 13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 18 14. CONFORMANCE 19 15. CONFLICT OF INTEREST 19 16. COPYRIGHT PROVISIONS 19 17. DISALLOWED COSTS 20 18. DISPUTES 20 19. DUPLICATE PAYMENT 20 20. GOVERNING LAW AND VENUE 21 21. INDEMNIFICATION 21 22. INDEPENDENT CAPACITY OF THE GRANTEE 21 23. INDUSTRIAL INSURANCE COVERAGE 21 24. LAWS 21 25. LICENSING, ACCREDITATION, AND REGISTRATION 22 26. LIMITATION OF AUTHORITY 22 27. LOCAL PUBLIC TRANSPORTATION COORDINATION 22 28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS 22 29. PAY EQUITY 22 30. POLITICAL ACTIVITIES 23 31. PREVAILING WAGE LAW 23 32. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION 23 33. PUBLICITY 23 34. RECAPTURE 24 35. RECORDS MAINTENANCE 24 36. REGISTRATION WITH DEPARTMENT OF REVENUE AND SECRETARY OF STATE 24 37. RIGHT OF INSPECTION 24 38. SAVINGS 24 39. SEVERABILITY 25 40. SITE SECURITY 25 41. SUBGRANTING/SUBCONTRACTING 25 42. SURVIVAL 25 43. TAXES 25 44. TERMINATION FOR CAUSE 26 45. TERMINATION FOR CONVENIENCE 26 46. TERMINATION PROCEDURES 26 47. TREATMENT OF ASSETS 27 48. WAIVER 27 ATTACHMENT A - SCOPE OF WORK 28 116 ii Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D ATTACHMENT 0-PROJECT BUDGET 29 ATTACHMENT C'CERTIFICATION OFTHE AVAILABILITY {}F FUNDS TDCOMPLETE THE PROJECT 30 ATTACHMENT U-CERTIFICATION OFTHE PAYMENT AND REPORTING DFPREVAILING WAGES 31 ATTACHMENT E-CERTIFICATION DFINTENT 03ENTER THE LEADERSHIP |NENERGY AND ENVIRONMENTAL DESIGN (LEED)CERTIFICATION PROCESS 32 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D FACE SHEET Grant Agreement Number: 24-96647-296 Project Name: Tukwila Community Center HVACReplacement Washington State Department ofCommerce Local Government Division Local Community Projects 1.GRANTEE City ofTukwila 6200SDUTHCENTERQLVD TUKVV|U\VVAQ8188-8548 2.GRANTEE Doing Business Ao(mpdona|) 3.GRANTEE Representative David Rosen Fiscal Analyst (206)767-2310 david.nuaen@tukvvi|avva.gnv 4.COK8Y0ERCE Representative Pat Hughes Program manager (360)725-4187 paLhughea@oommerce.wm.gov P.O. Box42525 1011 Plum Street SE Olympia, WA 88504-2525 5. Grant Amount $499.558.00 6. Funding Fmdonm OtharF� Source 7. Start Date Upon Final Signature 8. End Date June 30.2025.iffunds are not reappropriatad;June 30.2027. contingent onneappropriaUon. State: 01 N/A: r-1 8.Federal Funds (as applicable) Federal Agency CFDA Number N/A N/A N/A 10.Tmx I0# 01-6001510 11.SVVV# SVVV0018023-00 12.0B|# 170000208 13.WE|# UEC)NK4C26C8T3 14. Grant Purpose The purpose of this perform a nce-based Grant Agreement is to provide funding for the Tukwila Community Center HVAC Replacement Phase 1 Project located at 12424 42nd Ave S, Tukwila, WA 98168 as described in Attachment A — Scope of Work. COMMERCE, defined as the Washington State Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms of this Grant Agreement and attachments and have executed this Grant Agreement on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant Agreement are governed by this Grant Agreement and the following other documents incorporated by reference: Grant AgreementTermsandCondiUnnsino|udingAttaohmantA—GoopeufVVork' Attachment B — Budget, Attachment C — Certification of Availability of Funds to Complete the Project, Attachment D — Certification of the Payment and Reporting of Prevailing Wages, and Attachment E — Certification of Intent to Enter LEED Process, application as submitted for grant funding. applicable Local Community Projects Program Notice ofFunding Availability, and applicable Local Community Projects Program Guidelines (as they may be revised from time to time). FOR GRANTEE FOR COMMERCE Tom K4oLeud, Mayor City ofTukwila MarkK. Barkley, Assistant Director Local Government Division Date Date TEMPLATE APPROVED ASTO FORM Lisa Koperski.Assistant Attorney General, on7/22/2024 4 118 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS GRANT AGREEMENT, entered into by and between the Grantee, a Local Government, and WASHINGTON STATE DEPARTMENT OF COMMERCE, as defined on the Face Sheet of this Grant Agreement, WITNESSES THAT: WHEREAS, COMMERCE has the statutory authority under RCW 43.330.050(5) to cooperate with and provide assistance to local governments, businesses, and community -based organizations; and WHEREAS, COMMERCE is also given the responsibility to administer state funds and programs which are assigned to COMMERCE by the Governor or the Washington State Legislature; and WHEREAS, the Washington State Legislature has, in Laws of 2023, Chapter 474, Section 1025, made an appropriation to support the 2024 Local and Community Projects Program, which was amended in Laws of 2024, Chapter 375, Section 1011, and directed COMMERCE to administer those funds; and Additionally, the GRANTEE has received an appropriation for the Tukwila Community Center #23-96643-121 in Substitute Senate Bill 5651, Laws of 2022, Chapter 296, Section 1026, which has not yet been administered. WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding for design, acquisition, construction and equipment, or rehabilitation activities of the Project. GRANTEE and COMMERCE are individually a "party" and, collectively, the "parties." NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter contained, the parties agree as follows: 1. GRANT 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 Grant Agreement. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $499,550.00 for the capital costs necessary for or incidental to the performance of work as set forth in Attachment A (Scope of Work). 3. CERTIFICATION OF FUNDS PERFORMANCE MEASURES A. The release of state funds under this Grant Agreement is contingent upon the GRANTEE certifying that it has expended or has access to funds from non -state sources as set forth in ATTACHMENT C (CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT). Such non -state sources may consist of a combination of any of the following: i. Eligible Project expenditures prior to the execution of this Grant Agreement. ii. Cash dedicated to the Project. iii. Funds available through a letter of credit or other binding loan commitment(s). iv. Pledges from foundations or corporations. 5 119 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D v. Pledges from individual donors. vi. The value of real property when acquired solely for the purposes of this Project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. COMMERCE will not consider appraisals for prospective values of such property for the purposes of calculating the amount of non -state matching fund credit. vii. In -kind contributions, subject to COMMERCE'S approval. B. The GRANTEE shall maintain records sufficient to evidence that it has access to or has expended funds from such non -state sources and shall make such records available for COMMERCE's review upon reasonable request. 4. STATE PUBLIC WORKS For work done at the cost of the State, GRANTEE must comply with public works statutes RCW 39.04 and RCW 39.10, apprenticeship requirements, and the State and local building codes, as applicable. If GRANTEE has questions about compliance, GRANTEE will need to visit the Washington State Department of Labor & Industries Public Works Projects website for more information. 5. SITE CONTROL GRANTEES who receive grants for construction, purchase or renovation of facilities must provide written evidence of and maintain site control, either through outright ownership of the subject property or a long-term lease, for a minimum of 10 years after the later of: (1) final grant payment; or (2) the date when the facility is made usable to the public for the purpose intended by the Washington State Legislature, including GRANTEE having secured all required licenses, certifications, and/or permits. GRANTEES must provide written evidence of continuing site control as may be requested by COMMERCE_ 6. DOCUMENTATION AND SECURITY The provisions of this Section shall apply to capital projects performed by nonprofit organizations and public benefit corporations that involve the expenditure of over $250,000 in State funds. The provisions may also apply to Tribes, depending on the location of the Project. Additionally, COMMERCE reserves the right to review all state -funded projects and to require that projects performed by other entity types comply with this Section. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for pre -design or design only are exempt from this Section. A. Deed of Trust. This Grant Agreement shall be evidenced by a promissory note and secured by a deed of trust or other appropriate security instrument in favor of COMMERCE (the Deed of Trust). The Deed of Trust shall be recorded in the County where the Project is located, and the original returned to COMMERCE after recordation within 90 calendar days of Grant Agreement execution. The Deed of Trust must be recorded before COMMERCE will reimburse the GRANTEE for any Project costs. The amount secured by the Deed of Trust shall be the amount of the Grant Agreement as set forth on the Face Sheet. B. Term of Deed of Trust; Commitment Period. The Deed of Trust shall remain in full force and effect for a minimum period of 10 years following the later of: (1) final payment of state funds to the GRANTEE under this Grant Agreement; or (2) the date when: i. the facility improved or acquired with grant funds; or ii. a distinct phase of the Project 120 6 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D is made useable to the public for the purpose intended by the Washington State Legislature (the Commitment Period). Upon satisfaction of the Commitment Period term requirement and all other Grant Agreement terms and conditions, COMMERCE shall, upon written request of the GRANTEE, take appropriate action to reconvey the Deed of Trust. C. Title Insurance. The GRANTEE 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 the grant. D. Covenant. If the Project will be partially funded by a loan and the term of said loan is less than the Commitment Period as defined in Special Terms and Conditions Section 6(B), COMMERCE may require that GRANTEE record or cause to be recorded a covenant in a superior lien position ahead of the lender's security instrument that restricts use of the facility or property for the purpose(s) stated elsewhere in this Grant Agreement for at least the term of the Commitment Period as defined in Special Terms and Conditions Section 6(B). E. Subordination. COMMERCE may agree to subordinate its Deed of Trust upon request from a private or public lender. Any such request shall be submitted to COMMERCE in writing, and COMMERCE shall respond to the request in writing within 30 calendar days of receiving the request. F. Deed of Trust on Leased Property. COMMERCE may require, at its sole discretion, a Deed of Trust on the fee interest of the real property where the Project is located, if the Project is on leased property 7. BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES When all or part of the grant is used to fund the acquisition of real property, before funds are disbursed, the GRANTEE shall procure and provide to COMMERCE evidence establishing the value of the real property eligible for reimbursement under this Grant Agreement as follows: A. GRANTEE purchases of real property from an independent third -party seller shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or a current property tax statement. B. GRANTEE purchases of real property from a subsidiary organization, such as an affiliated LLC, shall be evidenced by a current appraisal prepared by a licensed Washington State commercial real estate appraiser or the prior purchase price of the property plus holding costs, whichever is less. 8. EXPENDITURES ELIGIBLE FOR REIMBURSEMENT Payments to the GRANTEE shall be made on a reimbursement basis only. The GRANTEE may be reimbursed, at the rate set forth elsewhere in this Grant Agreement, for work associated with the Project expenditures Unless authorized by the Washington State Legislature, only those Project costs incurred after the date of execution, may be reimbursed. Reimbursable cost are determined by the Scope of Work, Attachment A. Generally costs within the following cost categories are considered capital expenditures: A. Real property, and costs directly associated with such purchase, when purchased or acquired solely for the purposes of the Project; B. Design, engineering, architectural, and planning; C. Construction management and observation (from external sources only); D. Construction costs including, but not limited to, the following: i. Site preparation and improvements; H. Permits and fees; 7 121 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D iii. Labor and materials; iv. Taxes unProject goods and services; v. Capitalized equipment; A. Information technology infrastructure; and vii- Landscaping. E. Other costs authorized through the legislation. 9. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the GRANTEE for upto 10096 of each invoice for eligible Project expenditures, up to the maximum payable under this Grant Agreement. When requesting reimbursement for expenditures made, the GRANTEE shall submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized Project activity performed — by budget|ineitem—forthnbiUingperiod. The GRANTEE must submit all Invoice Vouchers and any required documentation electronically. Submissions shall be in accordance with directions provided by COMMERCE. Funds are reimbursement based and cannot be advanced under any circumstance. Disbursements of funds for invoices due and payable within 30 days are not considered advanced payments. The GRANTEE shall evidence the costs claimed oneach voucher byincluding copies ofeach invoice received from oubgnantaao/aubountraotoraproviding Project goods orservices covered bythe Grant Agreement. The GRANTEE shall also provide COMMERCE with a copy of the cancelled check or electronic funds transfer, as applicable, that confirms that they have paid each expenditure being claimed atthe time the voucher is submitted or within 30 calendar days of Commerce's disbursement of payment. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted or within 30 calendar days thereafter. The voucher must be certified (i.e., signed) by an official of the GRANTEE with authority to bind the GRANTEE. The voucher shall besubmitted toCOMMERCE within 0Ocalendar days following the completion ofwork orother termination ofthis Grant Agreement, or within 15calendar days following the end of the State biennium unless Grant Agreement funds are re -appropriated by the Washington State Legislature in accordance with Special Terms and Conditions Section 18 (Reappropriation). |fGRANTEE has cvwill basubmitting any ofthe invoices attached toarequest for payment for partial reimbursement under another contract or grant agreement, GRANTEE must clearly identify such contracts or grant agreements in the transmittal letter and request for payment. Each request for payment must be accompanied byaProject Status Report, which describes, in narrative form, the progress made on the Project since the last invoice was submitted as well as a report of Project status to date. COMMERCE will not release payment for any reimbursement request received unless and until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit awarrant tuthe GRANTEE. |nthe event that the award amount in Special Terms and Conditions Section 2 (Compensation) is expended before construction completion of the Project, as identified in Attachment A (Scope of Work), the GRANTEE agrees to continue providing complete Project Status Report updates tntheir COMMERCE Representative annually orupon request. COMMERCE will pay GRANTEE upon receipt and approval of properly completed invoices and supporting documentation, which shall be submitted to the Representative for COMMERCE not more often than monthly. After approving the Invoice Voucher and Project Status Report, COMMERCE shall promptly remit a warrant to the GRANTEE. Payment shall be considered timely if made by COMMERCE within 30 calendar days after receipt of properly completed invoices. Payment shall be sent bothe address designated bythe GRANTEE. 122 8 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D Notwithstanding the foregoing, COMMERCE may, in its sole discretion, holdback up to the final 10% of grant funds until the Project is complete and the facility has been issued a Certificate of Occupancy from the appropriate local permitting entity, or for projects without occupiable space, when comparable evidence of Project completion is submitted by GRANTEE. The Certificate of Occupancy /evidence of completion should be submitted with GRANTEE's final request for reimbursement. 10. CLOSEOUT CERTIFICATION The GRANTEE shall complete and submit a Closeout Certification Form when: A. All activities identified in the Scope of Work shown on Attachment A are complete and the Project is useable to the public for the purpose intended by the Washington State Legislature, or B. When final payment is made and GRANTEE has certified that the Project will be completed and the public benefit described will be maintained for the term of the Commitment Period as defined in Special Terms and Conditions Section 6(B). Notwithstanding anything in A. or B. above, the right of COMMERCE to recapture funds or seek other remedies for failure to make the Project usable to the public shall survive the closeout or termination of this Grant Agreement. COMMERCE reserves the right to request additional information related to the Project. 11. INSURANCE A. Insurance Requirements for Reimbursable Activities The GRANTEE must have insurance coverage that is substantially similar to the coverage described in Section 11 B below for all periods in which GRANTEE performed work for which it will seek reimbursement. The intent of the required insurance is to protect the State of Washington should there be any Claims, suits, actions, costs, damages or expenses arising from any loss or negligent or intentional act or omission of the GRANTEE or subgrantee/subcontractor, or agents of either, while performing under the terms of this Grant Agreement. B. Additional Insurance Requirements During the Term of the Grant Agreement i. The GRANTEE shall provide proof to COMMERCE of insurance coverage that shall be maintained in full force and effect, as indicated below, and shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section: a. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of or related to this Grant Agreement but in no less than $1,000,000 per occurrence. Additionally, the GRANTEE is responsible for ensuring that any subgrantee/subcontractor provide adequate insurance coverage for the activities arising out of or related to subgrants/subcontracts (if any). Commercial General Liability Insurance coverage shall be maintained in full force and effect during the term of this Grant Agreement and throughout the Commitment Period as defined in Special Terms and Conditions Section 6(B). This insurance must be maintained throughout the term of the Grant Agreement and the Commitment Period as defined in Special Terms and Conditions Section 6(B). b. Property Insurance. The GRANTEE shall keep the property insured in an amount sufficient to permit such insurance to be written at all times on a replacement cost basis. Such insurance shall cover the following hazards, as applicable: 1. Loss or damage by fire and such other risks; 2. Loss or damage from leakage or sprinkler systems now or hereafter installed in any building on the premises; 9 123 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 3. Loss or damage by explosion of steam boilers, pressure vessels, oil or gasoline storage tanks, or similar apparatus now or hereafter installed in a building or building on the premises. This property insurance coverage must be maintained in full force and effect throughout the term of this Grant Agreement and the Commitment Period as defined in Special Terms and Conditions Section 6(B). c. Professional Liability, Errors, and Omissions Insurance. If GRANTEE will be providing any professional services to be reimbursed under this Grant Agreement, the GRANTEE shall maintain Professional Liability or Errors and Omissions Insurance with minimum limits of no less than $1,000,000 per occurrence to cover all activities by the GRANTEE and licensed staff employed or under contract to the GRANTEE. The State of Washington, the Department of Commerce, its agents, officers, and employees need not be named as additional insureds under this policy. This insurance must be maintained throughout the Commitment Period as defined in Special Terms and Conditions Section 6(B). GRANTEE shall require that any subgrantees/subcontractors providing professional services that are reimbursable under this Grant Agreement maintain Professional Liability or Errors and Omissions Insurance at the coverage levels set forth in this subsection. d. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the GRANTEE for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss where: 1. The amount of fidelity coverage secured pursuant to this Grant Agreement shall be $2,000,000 or the highest of planned reimbursement for the Grant Agreement period, whichever is lower. Fidelity insurance secured pursuant to this paragraph shall name the State of Washington, the Department of Commerce, its agents, officers, and employees as beneficiary. 2. Subgrantees/subcontractors that receive $10,000 or more per year in funding through this Grant Agreement shall secure fidelity insurance as noted above. Fidelity insurance secured by subgrantees/subcontractors pursuant to this paragraph shall name the GRANTEE and the GRANTEE's fiscal agent (if any) as beneficiary. 3. Fidelity Insurance coverage shall be maintained in full force and effect from the start date of this Grant Agreement until GRANTEE has submitted a Closeout Certification Form, subject to the following: Fidelity Insurance must be issued on either (a) a "loss sustained" basis; or (b) if issued on a "loss -discovered" basis, provide coverage for at least 6 months following the date of COMMERCE's receipt of the Closeout Certification Form. ii. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except as otherwise set forth in this Section, each insurance policy shall name "the State of Washington the Department of Commerce, its agents, officers, and employees" as additional insureds on all policies. All policies shall be primary to any other valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE 30 calendar days' advance notice of any insurance cancellation or modification. iii. The GRANTEE shall submit to COMMERCE within 15 calendar days of the Grant Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section including, without limitation, the type of insurance coverage under the policy, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided 30 days' advance written notice of cancellation. During the term of the Grant Agreement, the GRANTEE shall submit renewal certificates not less than 30 calendar days prior to expiration of each policy required under this Section. Additionally, GRANTEE shall 124 10 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D provide copies of insurance instruments or certifications at COMMERCE's request and until six month after COMMERCE has received a Closeout Certification Form from GRANTEE. Copies of such insurance instruments and certifications will be provided within 15 calendar days of COMMERCE's request unless otherwise agreed to by the parties. iv. GRANTEES and Local Governments that Participate in a Self -Insurance Program. Self-Insured/Liability Pool or Self -Insured Risk Management Program — With prior approval from COMMERCE, the GRANTEE may provide the coverage above under a self-insured/liability pool or self -insured risk management program. In order to obtain permission from COMMERCE, the GRANTEE shall provide: (1) a description of its self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: 1) Governmental Accounting Standards Board (GASB), 2) Financial Accounting Standards Board (FASB), and 3) the Washington State Auditor's annual instructions for financial reporting. GRANTEE's participating in joint risk pools shall maintain sufficient documentation to support the aggregate Claim liability information reported on the balance sheet. The State of Washington, the Department of Commerce, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. GRANTEE shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under GRANTEE's self-insured/liability pool or self - insured risk management program. Such annual summary of coverage and letter of self- insurance will be provided on the anniversary of the start date of this Grant Agreement. 12. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant Agreement, the inconsistency shall be resolved by giving precedence in the following order: 1) Applicable federal and State of Washington statutes and regulations 2) Special Terms and Conditions 3) General Terms and Conditions 4) Attachment A — Scope of Work 5) Attachment B — Project Budget 6) Attachment C — Certification of the Availability of Funds to Complete the Project 7) Attachment D — Certification of the Payment and Reporting of Prevailing Wages 8) Attachment E — Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 9) Application as submitted by the GRANTEE for funding 10) Notice of Funding Availability 11) Program Guidelines, as revised. GRANTEE acknowledges that the Program Guidelines may be revised by COMMERCE from time to time and agrees that the most recent version of the Guidelines shall be applicable. COMMERCE will post notice on its website https://www.commerce.wa.gov/building-infrastructure/capital-facilities/ drawing attention to the sections of the Guidelines that have been revised. 13. REDUCTION IN FUNDS In the event that funds appropriated for the Project contemplated under this Grant Agreement are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature, or other funding source, during the Grant Agreement period, the parties understand and agree that COMMERCE may suspend, amend, or terminate the Grant Agreement to abide by the revised 11 125 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D funding limitations. The parties understand and agree that GRANTEE shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE and shall meet and renegotiate the Grant Agreement accordingly. 14. REAPPROPRIATION A. The parties hereto understand and agree that any State funds not expended by the End Date listed on the Face Sheet will lapse on that date unless specifically reappropriated by the Washington State Legislature. If funds are so reappropriated, the State's obligation under the terms of this Grant Agreement shall be contingent upon the terms of such reappropriation. B. In the event any funds awarded under this Grant Agreement are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 15. OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this Grant Agreement and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Grant Agreement; provided, however, that COMMERCE may be granted a security interest in real property to secure funds awarded under this Grant Agreement. This provision does not extend to Claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this Grant Agreement. 16. CHANGE OF OWNERSHIP OR USE FOR GRANTEE -OWNED PROPERTY A. The GRANTEE understands and agrees that any and all real property or facilities owned by the GRANTEE that are acquired, constructed, or otherwise improved using state funds under this Grant Agreement shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for the Commitment Period as defined in Special Terms and Conditions Section 6(B). B. This provision shall not be construed to prohibit the GRANTEE from selling any property or properties described in this Section; provided, however, that any such sale shall be subject to prior review and approval by COMMERCE and that all proceeds from such sale shall be applied to the purchase price of a different facility or facilities of equal or greater value than the original facility and that any such new facility or facilities will be used for the purpose or purposes stated elsewhere in this Grant Agreement. C. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE shall repay to the state general fund pursuant to General Terms and Conditions Section 34, the principal amount of the funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility. Repayment shall be made pursuant to General Terms and Conditions Section 27 (Recapture). This repayment is in addition to any other remedies available at law or in equity. 17. CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE A. The GRANTEE understands and agrees that any and all real property or facilities leased by the GRANTEE that are constructed, renovated, or otherwise improved using state funds under this Grant Agreement shall be used by the GRANTEE for the purpose or purposes stated elsewhere in this Grant Agreement for a period of the Commitment Period as defined in Special Terms and Conditions Section 6(B). B. In the event the GRANTEE is found to be out of compliance with this Section, the GRANTEE shall repay to the state general fund pursuant to General Terms and Conditions Section 34, the principal amount of the funds disbursed under the Grant Agreement, along with interest at the 126 12 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility Repayment shall be made pursuant to General Terms and Conditions Section 27 (Recapture). This repayment is in addition to any other remedies available at law or in equity. 18. MODIFICATION TO THE PROJECT BUDGET A. Notwithstanding any other provision of this Grant Agreement, the GRANTEE may, at its discretion, make modifications to line items in Attachment B (Project Budget) that will not increase the line item by more than 15%. B. The GRANTEE shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item in Attachment B (Project Budget) that would increase the line item by more than 15%. Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this Grant Agreement that would cause one or more budget line items to exceed the 15% threshold increase described above. C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email or regular mail), and such written approval shall amend the Project Budget. Each party to this Grant Agreement will retain and make any and all documents related to such budget modifications a part of their respective Grant Agreement file. D. Nothing in this Section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in Special Terms and Conditions Section 2 (Compensation) of this Grant Agreement. 19. SIGNAGE, MARKERS AND PUBLICATIONS A. Taxpayers of Washington State as participant in funding Project If, during the period covered by this Grant Agreement, the GRANTEE displays or circulates any communication, publication, or donor recognition identifying the financial participants in the Project, any such communication or publication must identify "The Taxpayers of Washington State" as a participant. B. Ensure coordinated Climate Commitment Act branding. If Climate Commitment Act funding is involved in this Grant Agreement, then the following provisions apply to GRANTEE and its subgrantees/subcontractors including, without limitation, any and all contractors, subgrantees/subcontractors, service providers, and others who assist GRANTEE in implementing the Project in order to strengthen public awareness of how CCA funding is used and to ensure consistent branding and funding acknowledgments: i. Funding source acknowledgement. - The GRANTEE must display or circulate in any and all communications including, without limitation, on websites and in announcements, press releases, and publications used for media -related activities, publicity, and public outreach that: "The is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap -and -invest dollars to work reducing climate pollution, creating jobs, and improving public health. Information about the CCA is available at www.climate.wa.gov." H. Include the "Climate Commitment Act" logo at climate.wa.gov/brandtoolkit, consistent with the branding guidelines posted at climate.wa.gov/brandtoolkit for: a. any Project website or webpage that includes logos from other funding partners; and/or b. any Project media or public information materials that include logos from other funding partners; and/or c. On -site signage, to the extent possible. By way of example only, this means that for consumer -related projects or programs, a decal may be placed on front of installed heat pump or a logo printed on a delivery tag. 13 127 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D iii. The GRANTEE is responsible for ensuring that its subgrantees/subcontractors comply with Section 19(B). 20. HISTORICAL AND CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Grant Agreement, GRANTEE shall cooperate with COMMERCE to complete the requirements of Governor's Executive Order 21-02 or GRANTEE shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. GRANTEE agrees that the GRANTEE is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the State of Washington in relation to any claim related to such historical or cultural resources discovered, disturbed, or damaged as a result of the Project funded by this Grant Agreement. In addition to the requirements set forth in this Grant Agreement, GRANTEE shall, in accordance with Governor's Executive Order 21-02 as applicable, coordinate with COMMERCE and the Washington State Department of Archaeology and Historic Preservation (DAHP), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. GRANTEE agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Grant Agreement. The GRANTEE agrees that, unless the GRANTEE is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the GRANTEE shall immediately stop construction and notify the local historical preservation officer and the State's historical preservation officer at DAHP, and the COMMERCE Representative identified on the Face Sheet. If human remains are uncovered, the GRANTEE shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The GRANTEE shall require this provision to be contained in all subgrants/subcontracts for work or services related to the Project described in Attachment A (Scope of Work). In addition to the requirements set forth in this Grant Agreement, GRANTEE agrees to comply with RCW 27.44 regarding Indian Graves and Records, RCW 27.53 regarding Archaeological Sites and Resources, RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves, and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 21-02. In the event that the GRANTEE finds it necessary to amend the Project described in Attachment A (Scope of Work), the GRANTEE may be required to re -comply with Governor's Executive Order 21- 02 or Section 106 of the National Historic Preservation Act. 21. TERMINATION FOR FRAUD OR MISREPRESENTATION In the event the GRANTEE commits fraud or makes any misrepresentation in connection with the grant application or during the performance of this Grant Agreement, COMMERCE reserves the right to terminate or amend this Grant Agreement accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant Agreement. 128 14 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 22. FRAUD AND OTHER LOSS REPORTING GRANTEE shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Grant Agreement immediately or as soon as practicable to the COMMERCE Representative identified nnthe Face Sheet. 23. PUBLIC RECORDS ACT Notwithstanding General Terms and Conditions Section 13(Confidential ity/Safeguardingnf Information), COMMERCE is a public agency subject to the Public Records Act, RCW 42.56 (PRA). Under the PRA, all materials relating to the conduct of government or the performance of any governmental or proprietary function pnapaned, ovvned, used, or retained by COMMERCE or its functional equivalents are considered public records. The PRArequires that public records responsive to a public records request be promptly produced unless the PRA or an "other statute" exempts such records from production. This Grant Agreement is not intended to alter COMMERCE's obligations under the PRA. The parties agree that if COMMERCE receives a public records request for files that may include confidential information under General Terms and Conditions Section 13 (Confidentiality/Safeguarding of Information), COMMERCE may notify the other party of the request and of the date that the records will be released to the requester unless GRANTEE obtains a court order enjoining disclosure. If the GRANTEE fails to obtain the court order enjoining disclosure, COMMERCE may release the requested information on the date specified. If the GRANTEE obtains a court order from a court of competent jurisdiction enjoining disclosure pursuant to the PRA, COMMERCE shall maintain the confidentiality of the information per the court order. 24. APPLICABILITY OF COPYRIGHT PROVISIONS T0ARCH U[ECTURAL8ENG|N EERING DESIGN WORK General Terms and Conditions Section 16 (Copyright Provisions) are not intended to apply to any architectural and engineering design work funded by this Grant Agreement. 25. TREATMENT OFASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. General Terms and Conditions Section 47 (Treatment of Assets) is superseded by this provision. 15 129 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 1. DEFINITIONS As used throughout this Grant Agreement, 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. "Claim" shall mean any and all claims, losses, costs, damage, expenses, liabilities, liens, actions, causes of action (whether in tort or contract, law or equity, or otherwise), and attorneys' fees and costs. C. "COMMERCE" shall mean the Washington State Department of Commerce. D. "Grant Agreement" shall mean the entire written agreement between COMMERCE and the GRANTEE, including any attachments, exhibits, documents, or materials incorporated by reference, and any amendments executed by the parties. E. "GRANTEE" shall mean the entity identified on the Face Sheet performing service(s) under this Grant Agreement and shall include all employees and agents of the GRANTEE. 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. G. "State" shall mean the State of Washington. H. "Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is performing all or part of those services under this Grant Agreement under a separate subcontract or subgrant with the GRANTEE. The term "subgrantee/subcontractor" refers to any tier. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this Grant Agreement to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the GRANTEE's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant Agreement shall be made by COMMERCE. 4. ALL WRITINGS CONTAINED HEREIN This Grant Agreement contains all the terms and conditions agreed upon by the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant Agreement shall be deemed to exist or to bind any of the parties hereto. 5. ALLOWABLE COSTS Costs allowable under this Grant Agreement are actual expenditures according to an approved budget up to the maximum amount stated on the Grant Agreement Award or Amendment Face Sheet. 130 16 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 6. AMENDMENTS This Grant Agreement 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. No other understandings, oral or otherwise, regarding the subject matter of this Grant Agreement shall be deemed to exist or to bind any of the parties hereto. 7. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 The GRANTEE must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 8. ASSIGNMENT Neither this Grant Agreement nor any Claim arising under this Grant Agreement, shall be transferred or assigned by the GRANTEE without prior written consent of COMMERCE. 9. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant Agreement, in the event of litigation or other action brought to enforce Grant Agreement terms, each party agrees to bear its own attorneys' fees and costs. 10. AUDIT A. General Requirements COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit services and provide documentation of the audit to COMMERCE based on the following guidelines. The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure that subgrantees/subcontractors also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its subgrantees/subcontractors. COMMERCE reserves the right to recover from the GRANTEE all disallowed costs resulting from the audit. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The GRANTEE must respond to COMMERCE requests for information or corrective action concerning audit issues within 30 calendar days of the date of request. B. State Funds Requirements In the event an audit is required, if the GRANTEE is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a qualified certified public accountant. The GRANTEE shall include the above audit requirements in any and all subgrants or subcontracts. 17 131 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D In any case, the GRANTEE's records must be available for review by COMMERCE at any time during the Commitment Period as defined in Special Terms and Conditions Section 6(B). C. Documentation Requirements The GRANTEE must send a copy of the audit report described above no later than 9 months after the end of the GRANTEE's fiscal year(s) by sending a scanned copy to comacctoffice@commerce.wa.gov or a hard copy to: Washington State Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia. WA 98504-2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: i. Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE; and ii. Copy of the Management Letter. If the GRANTEE is required to obtain a single audit consistent with Circular A-133 requirements, a copy must be provided to COMMERCE; no other report is required. 11. BREACHES OF OTHER STATE CONTRACTS GRANTEE is expected to comply with all other contracts and grant agreements executed between GRANTEE and the State of Washington. A breach of any other contract or grant agreement entered into between GRANTEE and the State of Washington may, in COMMERCE's sole discretion, be deemed a breach of this Grant Agreement. 12. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier -free codes. Compliance with the Americans with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department. 13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this Section includes: i. All material provided to the GRANTEE by COMMERCE that is designated as "confidential" by COMMERCE; and ii. All material produced by the GRANTEE that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the GRANTEE that may not be disclosed under state or federal law. B. The GRANTEE shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The GRANTEE shall use Confidential Information solely for the purposes of this Grant Agreement 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 GRANTEE shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale, or disclosure of Confidential Information or violation of any related state or federal laws. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such 132 18 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D policies and procedures as they apply to this Grant Agreement whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The GRANTEE shall make the changes within the time period specified by COMMERCE. Upon request, the GRANTEE shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the GRANTEE against unauthorized disclosure. C. Unauthorized Use or Disclosure. The GRANTEE shall notify COMMERCE within 5 working days of GRANTEE's discovery 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. 14. CONFORMANCE If any provision of this Grant Agreement violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. 15. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE may, in its sole discretion, by written notice to the GRANTEE terminate this Grant Agreement if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, RCW 42.52 and RCW 42.23, or any similar statute involving the GRANTEE in the procurement of, or performance under, this Grant Agreement. Specific restrictions apply to contracting with current or former state employees pursuant to RCW 42.52. The GRANTEE and all subgrantees/subcontractors (if any) must identify any person employed in any capacity by the State of Washington that worked on this Grant Agreement, or any matter related to the Project funded under this Grant Agreement or any other state funded project, including, but not limited to, formulating or drafting legislation, participating in grant procurement, planning and execution, awarding grants, or monitoring grants, during the 24 month period preceding the start date of this Grant Agreement. Any person identified by the GRANTEE and their subgrantees/subcontractors (if any) must be identified individually by name, the agency previously or currently employed by, job title or position held, and separation date. If it is determined by COMMERCE that a conflict of interest exists, the GRANTEE may be disqualified from further consideration for the award of a grant. In the event this Grant Agreement is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against the GRANTEE as it could pursue in the event of a breach of the Grant Agreement by the GRANTEE. The rights and remedies of COMMERCE provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which COMMERCE makes any determination under this clause shall be an issue and may be reviewed as provided in Section 18 General Terms and Conditions (Disputes) of this Grant Agreement. 16. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant Agreement 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 that the Materials are not considered "works for hire" under the U.S. Copyright laws, the GRANTEE 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, and/or sound reproductions. "Ownership" includes the right to copyright, patent, and register as well as the ability to transfer these rights. 19 133 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D For Materials that are delivered under the Grant Agreement, but that incorporate pre-existing materials not produced under the Grant Agreement, the GRANTEE 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 GRANTEE warrants and represents that the GRANTEE has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to COMMERCE. The GRANTEE shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant Agreement, 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 Grant Agreement. The GRANTEE shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the GRANTEE with respect to any Materials delivered under this Grant Agreement. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE. 17. DISALLOWED COSTS The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees/subcontractors. 18. DISPUTES Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: i. be in writing; ii. state the disputed issues; ID. state the relative positions of the parties; iv. state the GRANTEE's name, address, and Grant Agreement number; and v. be mailed to the Director and the other party's (respondent's) Grant Agreement Representative within 3 working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within 5 working days. The Director or designee shall review the written statements and reply in writing to both parties within 10 working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant Agreement shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 19. DUPLICATE PAYMENT COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of Washington or any other party under any other grant, subgrant/subcontract, contract, or 134 20 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D agreement, for the same services or expenses. The GRANTEE certifies that work to be performed under this Grant Agreement does not duplicate any work to be charged against any other grant, subgrant/subcontract, contract, or agreement. 20. GOVERNING LAW AND VENUE This Grant Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought shall be in the Superior Court for Thurston County. 21. INDEMNIFICATION To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the State of Washington, COMMERCE, agencies of the State, and all officials, agents, employees, and representatives of the State, from and against all Claims for injuries or death arising out of or resulting from the performance of the Grant Agreement. The GRANTEE'S obligation to indemnify, defend, and hold harmless includes any Claim by any and all of GRANTEE'S agents, employees, representatives, and/or subgrantee(s)/subcontractor(s) (and their agents, employees, and representatives, to the extent that GRANTEE is using any subgrantee/subcontractor for the Project). The GRANTEE'S obligations shall not include such Claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and/or employees. If the Claims or damages are caused by or result from the concurrent negligence of (a) the State, its agents, and/or employees and (b) the GRANTEE, its subgrantees/subcontractors, agents, and/or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the GRANTEE (and/or its subgrantees/subcontractors) and their agents, officers, representatives, and/or employees. The GRANTEE waives its immunity under RCW 51 to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officers, agents, and/or employees. 22. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant Agreement. The GRANTEE and its employees, officers, representatives, and/or agents performing under this Grant Agreement are not employees or agents of the State of Washington or COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of COMMERCE or of the State of Washington by reason hereof, nor will the GRANTEE make any claim of right, privilege, or benefit which would accrue to such officer or employee under law. Conduct and control of the work associated with the Project will be solely with the GRANTEE. 23. INDUSTRIAL INSURANCE COVERAGE The GRANTEE shall comply with all applicable provisions of RCW 51 (Industrial Insurance). If the GRANTEE fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the GRANTEE the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the GRANTEE to the accident fund from the amount payable to the GRANTEE by COMMERCE under this Grant Agreement and transmit the deducted amount to the Department of Labor and Industries (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the GRANTEE. 24. LAWS The GRANTEE shall comply with all applicable laws, ordinances, codes, regulations, and policies of local and state and federal governments, as now or hereafter amended. 21 135 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 25 LICENSING, ACCREDITATION, AND REGISTRATION The GRANTEE shall comply with all applicable looa|, otate, and federal licensing, accreditation, and registration requirements or standards necessary for the performance of this Grant Agreement. 06'L|MITAT|ON OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the expnaos, imp|ied, or apparent authority to enbar, a|her, amand, modify, or waive any clause or condition of this Grant Agreement. Furthermone, any a|taration, amandment, modiUoation, orwaiver ofany o|auoa or condition of this Grant Agreement is not effective or binding unless made in writing and signed by the Authorized Representative. 2[LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, GRANTEE shall participate in local public transportation forums and implement strategies designed to ensure access to services. 28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS A. During the performance ofthis Grant Agreement, the GRANTEE, including any aubgnanhse/ ubcontnactor. shall comply with all hadana|, otab*. and local nondiscrimination laws, regulations, and policies including, but not be limited to, not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which GRANTEE, or subgrantee/subcontractor, has a collective bargaining or other agreement. The funds provided under this Grant Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Grant Agreement. B. Obligation hoCooperate. GRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that GRANTEE, including any subgrantee/subcontractor, has engaged in discrimination prohibited bythis Agreement pursuant tuRCVV40.8U.530(3). C. Default. Notwithstanding any provision tothe contrary, COMMERCE may suspend GRANTEE, including anysubgnantee/ouboontnaotnr' upon notice nfafailure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that GRANTEE, including any subgrantee/subcontractor, is cooperating with the investigating state agency. |nthe event GRANTEE, or subgrantee/subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and GRANTEE, subgrantee/subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. GRANTEE or subgrantee/subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief orsettlement agreement. 29. PAY EQUITY The GRANTEE agrees to ensure that "similarly employed" individuals in its workforce are compensated anequals, consistent with the following: A. Employees are "similarly omp|oyed^if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; 136 22 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D B. GRANTEE may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels; and/or ii. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential; and/or iii. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. This Grant Agreement may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise Services determines that the GRANTEE is not in compliance with this Section. 30. POLITICAL ACTIVITIES Political activity of GRANTEE employees and officers are limited by the Campaign Disclosure and Contribution provisions of RCW 42.17a and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 31. PREVAILING WAGE LAW The GRANTEE certifies that all subgrantees/subcontractors performing work on the Project shall comply with State Prevailing Wages on Public Works, RCW 39.12, as applicable to the Project funded by this Grant Agreement, including, but not limited to, the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such records available for COMMERCE's review upon request. The GRANTEE is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine whether prevailing wages must be paid. COMMERCE is not responsible for determining whether prevailing wage applies to this Project or for any prevailing wage payments that may be required by law. 32. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Grant Agreement shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Grant Agreement provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as Project costs. 33. PUBLICITY The GRANTEE agrees not to publish or use any advertising or publicity materials in which the State of Washington or COMMERCE's name is mentioned, or language used from which the connection with the State of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 23 137 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 34. RECAPTURE In the event that the GRANTEE fails to perform this Grant Agreement in accordance with state or federal laws, and/or the provisions of this Grant Agreement, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance (which may include all funds disbursed under the Grant Agreement, along with interest at the rate of the higher of: (i) five percent (5%) per annum, or (ii) the rate of interest of state of Washington general obligation bonds issued on the date most close in time to the effective date in which legislation authorized funding for the subject facility) in addition to any other remedies available at law or in equity. COMMERCE's ability to recapture or seek remedies shall survive any receipt of a Closeout Certification Form or termination of this Grant Agreement. Repayment by the GRANTEE of funds under this Section shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant Agreement. 35. RECORDS MAINTENANCE The GRANTEE shall maintain books, records, documents, data, and other evidence relating to this Grant Agreement 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 Grant Agreement. GRANTEE shall retain such records for a period of 6 years following the date of final payment. At no additional cost, these records, including materials generated under the Grant Agreement, 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 6 year period, the records shall be retained until all litigation, Claims, or audit findings involving the records have been resolved. 36. REGISTRATION WITH DEPARTMENT OF REVENUE AND SECRETARY OF STATE If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue and current with all required filings. Nonprofit and for -profit businesses must also be registered with the Washington Secretary of State. 37. RIGHT OF INSPECTION At no additional cost, the GRANTEE shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the State of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant Agreement. At no additional cost, the GRANTEE shall also provide any documents related to this Grant Agreement to COMMERCE upon request to assist COMMERCE in the periodic monitoring of this Grant Agreement. 38. 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 Grant Agreement and prior to normal completion, COMMERCE may terminate the Grant Agreement under the "Termination for Convenience" clause, without the 10 calendar day notice requirement. In lieu of termination, the Grant Agreement may be amended to reflect the new funding limitations and conditions. 138 24 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 39. SEVERABILITY The provisions of this Grant Agreement 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 Grant Agreement. 40. SITE SECURITY While on COMMERCE premises, GRANTEE, its agents, employees, and/or subgrantees/subcontractors shall conform in all respects with physical, fire, and other security policies or regulations. 41. SUBGRANTING/SUBCONTRACTING A. GRANTEE must execute binding agreements with all subgrantees/subcontractors that will perform work under this Grant Agreement. B. GRANTEE must ensure that any and all subgrantees/subcontractors that perform work related to this Project are duly authorized and licensed in Washington State to perform the work contemplated by this Grant Agreement. C. Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work associated with the Project contemplated under this Grant Agreement without obtaining prior written approval of COMMERCE. In no event shall the existence of the subgrant/subcontract operate to release or reduce the liability of the GRANTEE to COMMERCE for any breach in the performance of the GRANTEE's duties. This clause does not include grants of employment between the GRANTEE and personnel assigned to perform work associated with the Project under this Grant Agreement. D. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances, and certifications set forth in this Grant Agreement are carried forward to any subgrants/subcontracts. Every subgrant/subcontract shall include a term that COMMERCE and the State of Washington are not liable for Claims or damages arising from a subgrantee's/subcontractor's performance of the subgrant/subcontract. GRANTEE and its subgrantees/subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of COMMERCE or as provided by law. E. Data Collection - GRANTEE will submit reports, in a form and format to be provided by COMMERCE and at intervals as agreed by the parties, regarding work under this Grant Agreement performed by subgrantees/subcontractors and the portion of grant funds expended for work performed by subgrantees/subcontractors, including, but not necessarily limited to, minority -owned, woman -owned, and veteran -owned business subcontractors. "Subgrantees/subcontractors" shall mean subgrantees/subcontractors of any tier. 42. SURVIVAL The terms, conditions, and warranties contained in this Grant Agreement that by their sense and context are intended to survive the completion of the performance, cancellation, or termination of this Grant Agreement shall so survive including, without limitation, any Recapture provision in this Grant Agreement. 43. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's income or gross receipts, and/or any other taxes, insurance, or expenses for the GRANTEE or its staff shall be the sole responsibility of the GRANTEE. 25 139 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 44. TERMINATION FOR CAUSE In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this Grant Agreement in a timely manner, COMMERCE has the right to suspend or terminate this Grant Agreement. Before suspending or terminating the Grant Agreement, COMMERCE shall notify the GRANTEE in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant Agreement may be terminated or suspended. In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant Agreement and the replacement or cover Grant Agreement and all administrative costs directly related to the replacement Grant Agreement (e.g., cost of the competitive bidding, mailing, advertising and staff time). COMMERCE reserves the right to suspend all or part of the Grant Agreement, withhold further payments, or prohibit the GRANTEE from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to terminate the Grant Agreement. A termination shall be deemed a "Termination for Convenience" under General Terms and Conditions Section 45 (Termination for Convenience) if it is determined that the GRANTEE: (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 Grant Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 45. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant Agreement, COMMERCE may, by 10 business days written notice, beginning on the second day after the mailing, terminate this Grant Agreement, in whole or in part. If this Grant Agreement is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant Agreement for services rendered or goods delivered prior to the effective date of termination. 46. TERMINATION PROCEDURES Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided in this Grant Agreement, may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant Agreement as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE 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 Grant Agreement. COMMERCE may withhold from any amounts due the GRANTEE 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 Grant Agreement. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the GRANTEE shall: 140 26 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D 1) Stop work under the Grant Agreement on the date, and to the extent specified, in the notice; 2) Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant Agreement that is not terminated; 3) 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 GRANTEE under the orders and subgrants/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 subgrants/subcontracts; 4) Settle all outstanding liabilities and all Claims arising out of such termination of orders and subgrants/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; 5) 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 Grant Agreement had been completed, would have been required to be furnished to COMMERCE; 6) Complete performance of such part of the work associated with the Project as shall not have been terminated by the Authorized Representative; and 7) 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 Grant Agreement, which is in the possession of the GRANTEE and in which COMMERCE has or may acquire an interest. 47. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the GRANTEE, for the cost of which the GRANTEE is entitled to be reimbursed as a direct item of cost under this Grant Agreement, shall pass to and vest in COMMERCE upon delivery of such property by the GRANTEE. Title to other property, the cost of which is reimbursable to the GRANTEE under this Grant Agreement, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant Agreement, or (ii) commencement of use of such property in the performance of this Grant Agreement, 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 GRANTEE shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant Agreement. B. The GRANTEE shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the GRANTEE or which results from the failure on the part of the GRANTEE to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the GRANTEE shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The GRANTEE shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant Agreement All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors. 48. 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 Grant Agreement unless stated to be such in writing and signed by Authorized Representative of COMMERCE. 27 141 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D ATTACHMENT A - SCOPE OFWORK Funds awarded under this grant shall be used by City of Tukwila toward the Tukwila Community Center H\ACReplacement Phase 1 Project located at1242442ndAve S.Tukwila, VVA08188. This Project will indude, but not be limited to, HVAC nep|ousmnnt, nanovaUon, design, and capitalized equipment activities such as nap|amamerd of the on -site boiler and the controls system for the full HV\C system to allow for optimal heating resources during the winter season and as needed throughout the year. This Project will serve as a benefit to the public by providing a stable and fully functional heating system for this community center that offers several activities for youth, adults, and seniors in the community including recreation and fitness programs, wellness pnognamo, a pnenohoo|, rentable meeting rooms and banquet space, and aoapotential emergency weather shelter. This Project is anticipated to be completed by July 30, 2025. Costs related tothe work associated with the Project will only bereimbursed hothe extent the work io determined by Commerce to be within the scope of the legislative appropriation. CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that the Scope of Work set forth above has been reviewed and approved by the GRANTEE's governing body as of the date and year written below. GRANTEE TITLE 142 28 Docusign Envelope ID:. 2EDF68CC-97FB-4761-8201-3CA16301596D ATTACHMENT B - PROJECT BUDGET Line Item. Funding Amount Acquisition $0.00 Architecture & Engineering Construction Capitalized Equipment Total Project Budget CERTIFICATION PERFORMANCE MEASURE $181,401.00 $1,270,068.00 $283,950.00 $1,735,419.00 The GRANTEE, by its signature, certifies that the Project Budget set forth above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE DATE 29 143 DocuyignEnvelope K� -B20-3CA103O1580D ATTACHMENT C-CERTIFICATION OF THE AVAILABILITY OFFUNDS TO COMPLETE THE PROJECT Nom~StatmFwmd Sources Amount King County Grant . $500'000.00 City ofTukwila Local Funds $485,609.00 Tota|Nom~Stmte Funds $985,609.00 ' State Funds Amount 'CapitalState - ' Commerce CC - 55OlXJ $1,735/49.O0 Total Non~Stateand State Sources Holdback: 0Y& $8,80 Project Reimbursement Rate 100% CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that Project funding from sources other than those provided by this Grant Agreement and identified above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, and has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this Grant Agreement, osofthe date and year written below. The GRANTEE shall maintain records sufficient bz evidence that it has expended or has access to the funds needed to complete the ProjectandshaUmnake such records available for CDk8NYERCE's review upon reasonable request. GRANTEE TITLE 144 30 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D ATTACHMENT 0-CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that all contractors and subgrantees/subcontractors performing work on the Project shall comply with prevailing wage laws set forth in 0CVV 30.12, asapplicable onthe date the Project appropriation becomes effective, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANTEE shall maintain records sufficient to evidence compliance with RCW 39.12 and shall make such records available for CC>MK4ERCE'o review upon request. If any state funds are used by the GRANTEE for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE's governing body as of the date and year written below. GRANTEE mayor TITLE 31 145 Docusign Envelope ID: 2EDF68CC-97FB-4761-B201-3CA16301596D ATTACHMENT E-CERTUF|CATyON OF INTENT TO ENTER THE LEADERSHIP |NENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that it will enter into the Leadership in Energy and Environmental Design certification process, as stipulated in RCW 39.35D, as applicable to the Project funded bythis Grant Agreement. The GRANTEE shall, upon receipt ofLEEDcertification bythe United States Green Building Council, provide documentation of such certification to COMMERCE. The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE's governing body or board of directors, as applicable, as of the date and year written below. GRANTEE TITLE 146 32 Docusign Envelope ID: 2EDF68CC-97FB-4761-8201-3CA16301596D Name & Title ciaties Routing List Signature Date Erin Lalonde Budget Analyst Review & Approval Addeline Craig Managing Director Review & Approval Tony Hanson Deputy Director Final Review & Approval DocuSigied by: "-3FFFOA48881=04AD_. 2/ 27/2025 13 :56 AM PST 147 Certificate Of Completion Envelope Id: 2EDF68CC-97FB-4761-B201-3CA16301596D Subject: Please DocuSign: S24296 Tukwila HVAC Replacement Contract Division: Local Government Program: CCF ContractNumber: 24-96647-296 DocumentType: Contract Source Envelope: Document Pages: 34 Signatures: 1 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 2/27/2025 8:49:18 AM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Erin LaLonde erin.lalonde@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Tom McLeod mayor@tukwilawa.gov Mayor Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/27/2025 10:05:14 AM ID: d319bef8-8bc5-425c-9089-b17b18130657 Addeline Craig addeline.craig@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Tony Hanson tony.hanson@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Holder: Pat Hughes pat.hughes@commerce.wa.gov Pool: StateLocal Pool: Washington State Department of Commerce Signature DoutS4gined by: 3FFFOAABB8F04 AD_. Signature Adoption: Pre -selected Style Using IP Address: 198.239.106.217 Status: Sent Envelope Originator: Pat Hughes 1011 Plum Street SE MS 42525 Olympia, WA 98504-2525 pat.hughes@commerce.wa.gov IP Address: 198.239.10.165 Location: DocuSign Location: Docusign Timestamp Sent: 2/27/2025 8:53:07 AM Viewed: 2/27/2025 8:56:12 AM Signed: 2/27/2025 8:56:56 AM Sent: 2/27/2025 8:56:58 AM Viewed: 2/27/2025 10:05:14 AM 148 Signer Events Signature Timestamp Mark Barkley mark.barkley@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Pat Hughes pat.hughes@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Pat Hughes pat.hughes@commerce.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign David Rosen david.rosen@tukwilawa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/16/2024 9:15:56 AM ID: efab21a4-9ecf-4c13-af7a-dde90f8d26b0 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/27/2025 8:53:07 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 149 Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM Parties agreed to: Tom McLeod, David Rosen ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Washington State Department of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Washington State Department of Commerce as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Washington State Department of Commerce during the course of your relationship with Washington State Department of Commerce. 152 Tukwila Community Center - HVAC Upgrades Project # 2024 269 A(1) ENERGY SERVICES PROPOSAL TUKWILA, WA JUNE 4, 2024 For the Life of Your Building Project Contacts AREA OF RESPONSIBILITY Primary Client Contact Client Contact Client Contact WA DES Representative Account Executive Program Manager Energy Engineer NAME CONTACT NUMBER Peter M Mayer 206-767-2305 Hari Ponnekanti 206-431-2455 Henry Ancira 206-433-7152 Bei Zhang 360-701-8431 Shelby Hinkle 206-658-4389 Heramb Amonkar 206-832-8765 Marina Safonov 206-785-9917 EMAIL Lete.mayerga tukwilawa.gov hari.ponnekanti2tu kwilawa.gov enrv.anciragtukwilawa.gov bei.zhang_edes.wa.gov ybPmckinstr�,com erambaarjickinstrv.com marinas�mckinstry,com 154 CONFIDENTIAL & PROPRIETARY I TUKWILA COMMUNITY CENTER Contents SECTION 1. EXECUTIVE SUMMARY 05 1.1 Overview 1.2 Current Situation 1.3 Solutions 1,4 Summary of Benefits 1.5 McKinstry Differentiators SECTION 2. SCOPE OF WORK 07 2.1 Facility Improvement Measure (FIM) List 2.2 McKinstry Services 2.3 Extent of Subcontracting 2.4 Project Schedule Detailed Scope of Work Waste Recycling and Disposal Plan SECTION 3. ENERGY SAVINGS GUARANTEE 61 3.1 Guarantee Overview 3.2 FIM Specific Performance Assurance Methodology 3.3 Utility Rates 3.4 Standards of Comfort Service 3.5 Ongoing Owner Responsibilities 3.6Non-Performance 3.7 Change of Use Energy Savings Tables TABLE 3.1 - ENERGY SAVINGS SUMMARY TABLE 3.2 - MEASUREMENT AND VERIFICATION (M&V) PLAN OUTLINE TABLE 3.3 - BASE UTILITY RATES SECTION 4. PROJECT FINANCIALS 68 4.1 Maximum Project Allowable Cost 4.2 Project Cost Tabtle 4.3 Items Included in Maximum Project Cost 4.4 Construction Contingency 4.5 Allowances 4.6 Ongoing Services 4.7 Accounting Records 4.8 Reconciliation of Labor & Material Costs 4.9 Compensation 4.10 Financing 4.11 Termination Value 4.12 Terms of Agreement 4,13 Insurance & Bonding 4,14 Diverse Business Participation Goals for this Project CONFIDENTIAL & PROPRIETARY I TUKWILA COMMUNITY CENTER 4.15 Apprenticeship 4.16 Cost Effectiveness Criteria 4.17 Direct Purchase Equipment Warranty Cost Financial tables TABLE 4.1 - BUDGET SUMMARY TABLE 4.2 - FACILITY IMPROVEMENT MEASURE (FIM) SUMMARY SECTION 5. INVESTMENT GRADE AUDIT REPORT SEPARATE FILE 51 Purpose and Organization 5.2 Existing Facility Description 5.3 Facility Improvement Measures Calculations 5.4 Facility Improvement Measures _ Additional Scope [documents 5.5 FIMs Considered But Not Used 5.6 Utility Data Please note that this response provides the basic economic terms on which McKinstry would be willing to perform the scope of services outlined here. This response does not cover all of the terms and conditions relevant to a definitive agreement about these services. Nothing in this response approves legal terms such as warranties, indemnification, insurance requirements, and limitations of liability, even if those terms were included in the request for proposal. The details of those terms must be negotiated by the parties and set forth in a definitive agreement with respect to McKinstry's services. CONFIDENTIAL & PROPRIETARY I TUKWILA COMMUNITY CENTER 1. Executive Summary OUTCOME SNAPSHOT This project represents an excellent opportunity to significantly improve facilities while saving energy and trimming utility spending. McKinstry looks forward to making this project a success. McKinstry estimates these savings if proposed facility improvement measures (FIMs) are installed: $26,386 Utility cost savings/year $2,500 Operations & maintenance costs/year 84.815 Guaranteed kWh/year 13,946 Guaranteed Therms/year Carbon dioxide emissions reductions would equol: 35 Acres of trees planted 278,739 lbs. CO:/year 1.1 Overview Through the Washington State Department of Enterprise Services (DES) Energy Savings Performance Contracting (ESPC) program, McKinstry has completed an extensive study and investigation of energy upgrades for The City of Tukwila. Our Energy Services Proposal presents a holistic project solution for improving the overall facility efficiency and operation. Our proposed solutions will result in lower utility use and cost along with improved building system performance and occupant productivity. For additional information on the project, reference the Investment Grade Audit Report, original version dated 05/03/2024 (final version in progress). 1.2 Current Situation CHALLENGES The Tukwila Community center is primarily served by units that are nearing the end of their useful life. The existing controls systems are not fully functional and difficult to operate. GOALS The customer hopes to replace the aging HVAC system in the Tukwila Community Center building with more efficient and environmentally friendly equipment. The primary goals are to shift towards systems that comply with energy codes as well as meet pricing and comfort needs. 1.3 Solutions This project includes: FIM # 01.01-TCC — Full Building Controls and Boiler Plant Upgrades This measure will upgrade the boiler plant with new high efficiency condensing boilers and new pumps with variable speed operation. The controls system for the full building will be upgraded to a new BACNet based system. No other major facility equipment to be upgraded for this phase of work. 1.4 Summary of Benefits FINANCIAL BENEFITS Section 4 of this document provides a detailed look at the project financials. The guaranteed maximum project allowable cost is $1,521,887. Including sales tax and DES management fees and prior to any utility incentives, the final project cost is $1,735,419. The annual energy savings are $26,386. Operational and maintenance savings have been included in the cash flows as agreed to by the DES energy project manager and The City of Tukwila - these projections are based on reduced repair costs and future avoided capital expenditures and represent $2,500 in annual savings. Total first -year savings are estimated at $28,886. The estimated utility rebates for the project are $44,000. CONFIDENTIAL& PROPRIETARY I TUKWILA COMMUNITY CENTER 157 1. Executive Summary COMPANY AT -A -GLANCE • Established 1960 • Over 1,700 employees • 23 offices • 55+ Profescional Engineers • 80+ LEED Accredited Professionals MCKINSTRY EXPERIENCE Customer utility $20millon savings guaranteed Grants & slip rebates secured for clients Kilowatt hours 636 million saved 453 Metric tons of thousand CO2 saved Gas Therms 91 million saved CO: emission reductions resulting from McKinstry projects have environmental impacts equal to: 3,167 acres Forest acres saved from destruction Gallons of gas 51.5 million not used 83+ Cars taken off thousand the road 40+ Homes taken off thousand the power grid This project meets the cost effectiveness criteria as indicated in the Investment Grade Audit proposal dated 05/03/2024 and described in Section 4.16. ENVIRONMENTAL BENEFITS By taking the necessary steps to reduce energy consumption through the implementation of the various facility improvement measures detailed in this report, The City of Tukwila will attain the savings outlined in the outcome snapshot on the left. This is equivalent to: •12 average -sized homes being removed from the power grid; or •19,357 light bulbs (13.5 Watt LED) not energized; or •472,439 miles not driven per year by an average size vehicle. NEXT STEPS ESP approval by the City followed with Notice to Proceed and contract processing request. Refer to detailed schedule and key milestones in Section 2. 1.5 McKinstry Differentiators COMPANY OVERVIEW McKinstry has over 50 years of experience assessing and improving facilities in the Pacific Northwest. With more than 1,500 successful energy and facility improvement projects completed in the past 15 years, McKinstry has the expertise to offer comprehensive solutions to The City of Tukwila. McKinstry is more than just another energy services company, we believe in serving as your trusted advisor "For the Life of Your Building." MCKINSTRY APPROACH ADVANTAGES •Vendor- and product -neutral for truly consultative role •Transparent pricing *Total cost of ownership consideration •No "shared savings" model 158 CONFIDENTIAL & PROPRIETARY I TUKWILA COMMUNITY CENTER � [` �uo � �� Scope �� �l | VV �l �� . °w���� `.��/ 2]FaC'|'fvImprovement Measure /F|M\| 'Sf For full descriptions of the scope of work of each measure, please refer to Section 2 Detailed Scope ofWork. F|M #O1.O1-TC[—Full Building Controls and Boiler Plant Upgrades 2'2MCW'DSf[VServices McKinstryvviU include the following services related to this project: 1. Energy Audit: The energy audit is complete and is detailed in the Investment Grade Audit report. Initial report dated 05/03/2024 provided for review, additional review in progress. Final version to be agreed upon by all parties. I Design Services: McKinstry will provide a detailed engineering design as needed to obtain permitting, Owner review, and approval of the proposed systems. In addition, McKinstryvxi|| also provide construction support services, start'up, testing, as -built drawings of systems installed, and provide operations and maintenance manuals. I Construction: Provide, or cause to be provided, all material, labor, and equipment, including paying for permits, fees, bonds, and insurance, required for the complete and working installation of McKinstry's equipment. a. McKinstry will provide a site superintendent who will be responsible for the onsite supervision and coordination of trades and subcontractors. This individual's responsibilities will also include regular work observations, quality control, site security, enforcement of the site -specific safety plan, as well as coordinating any impact upon building tenants with the Owner. b. McKinstry may perform portions of the construction work or may subcontract portions to qualified firms. In either case, McKinstry will share information regarding actual costs of the work with the Owner and DES. 4. Construction Management: McKinstryxvi|| provide a dedicated construction manager who will provide contract administration services for the project. The owner is expected tocoordinate day'to'daycommunications with tenants and any scheduling oftenant relocations inand around occupied areas. 5. Operation Training: McKinstryvvi|| provide relevant training ofbuilding staff during construction as agreed to by the Owner and DES� 6. Performance Maintenance: McKinstryvvi|| provide monitoring and support services to ensure guaranteed savings are achieved during the agreement term. These services shall be under separate agreement. These services shall beatthe discretion ofthe Owner and DES tnterminate. Specific tasks associated with proposed Measurement and Verification (K4&V)can be found inTable 3.2 M&VPlan Outline. For this project, McKinstry has recommended an initial M&Vterm of01 year to the Owner and DES. The reason is that the efficiency of the proposed scope is not expected to change after the first year of performance has been verified. 159 2. Scope of Work 7. Equipment Maintenance: McKinstry will provide no equipment maintenance or repairs after the warranty period. Following the completion of the installation and Owner acceptance of the equipment, the Owner shall provide all necessary service, repairs, and adjustments to the equipment so that the equipment will perform in the manner and to the extent set forth in the Proposal. McKinstry shall have no obligation to service or maintain the equipment after the warranty period. 8. Warranty: McKinstry will warrant equipment for one year following Notice of Commencement of Energy Savings. Specific information regarding equipment warranty will be passed on to owner. 2.3 Extent of Subcontracting McKinstry may subcontract the energy audit, design, construction management, start-up, and training portions of this Contract to qualified firms upon review and approval by owner. Construction subcontracts will be awarded competitively. McKinstry will endeavor to satisfy the Diverse Business Enterprise utilization goals of the Owner and DES. 2.4 Project Schedule Substantial completion is 181 calendar days from the date of fully executed design and construction contracts. LIQUIDATED DAMAGES Liquidated damages at $500 per day apply for schedule overruns beyond the substantial completion date. McKinstry will be granted additional schedule days for permitting and Equipment procurement durations that are beyond what is listed in this ESP project schedule. These additional days, if required, will extend the substantial completion date. CONFIDENTIAL & PROPRIETARY I TUKWILA COMMUNITY CENTER 160 ffe Of Year Building Table 3.1- Energy Savings Summary Project Scenario Date 01.01-TCC Full Building Controls and Boiler Plant Upgrades City of Tukwila Tukwila CC - Controls and Boiler Plant 5/2/2024 Confidential and Proprietary Electricity Tukwila Community Center 84,815 Fossil Natural Gas Total $8,371 13,946 $18,015 $26,386 84,815 $8,371 13,946 $18,015 $26,386 Sheet 1 of 1 161 Table 4.1- Budget Summary Database 10 NM Name Mechanical Electrical EMCS twitting General EquipMent Other Total 0 Pe nt of Tot8I Base EIM Cost t of Total Construction Cost t of Iota! Constructlon,Cost Total Professional Services Co 88,859 65,773 98,743 78,995 C 0 nt of To Base FIM Co 44,8 ;4pa10410wa888 ?*!?3?osgceshlp 1trcGndve,,; , P8 8rnlan8e /U' 8Rira is WA State Apprenticeship Requirement for Projects with Cons 0 xtian Cost >- SIM Total Other Project Cost . I5,000 30,000 907 Intere8e0cv FGe 3 Total Non -Guaranteed Cost 58,300 162 Table 4.2 - Facility Improve Project Seettarib Date City of Tukwila Tukwila CC - Centrals and Bailer 'Plant May 7, 2024 ment Measure Cti.01-ifCC Fu0 bipilkfing This measure will upgrade the boiler plantwith new high efficiency condensing boiler and new pumps with Controlsi and 00kr Floral variable speed operation. The controls system for the full building will Ise upgraded to a new BACffet based Upgrades system. All other equipment will be reused and remain as -le. SLmmary Tukwila Community Center Totals Since design cost, audit cost, etc. are distributed among the FIMs, the total prolect oast will not go up or down by exactly the amounts shown here if a FIM or F1Ns are dropped. For non recurring operatic.' savings, the vetoes aro averaged over the 30 year length of this analysis. Incentives are contingent on final approval and are not guaranteed. Funds are shown for reference only. Confidential and Proprietary Sheet 1of 1 163 164 Tentative Agenda Schedule MEE i ING I— MEETING 2— MEETING 3— MEETItiG 4 — REGUtAft COM. REGIJIAR COW. MARCH 3 MARCH 10 MARCH 17 MARCH 24 See below links for the agenda See below links for the agenda WORK SESSION packets to view the agenda item: packets to view the agenda items: SPECIAL ISSUES - An ordinance amending the STEP I -lousing Code. March 3, 2025 Special Meeting March 10, 2025 Committee of the liyhole meeting REGULAR MEETING Martli 3, 2025 Work Session - Cancelled IPRESENTATION - Oath of Office adrrtinistered by Mayor Mcleod to Verna Sea, Council Position March 3, 2025 #7, with a term expiring upon certification of the November 2025 General Election. Regular Meeting - Cancelled - Recology 2024 Annual Report presentation. CONSENT AGENDA - A resolution authorizing the duly - appointed administering agency for South King Housing and Homelessness Partners (SKHHP) to execute all documents necessary to, enter into agreements for the funding of affordable housing projects, as recommended by the SKHHP Executive Board, utilizing funds contributed by the Oty of Tukwila to SKHHP Housing Capital Fund. - Approve an application for Lodging Tax funds from the City of Tukwila for the Annual Jur tetooth Commemorabon, in the amount of $10,000.00. - Authorize the Mayor to, sign an Interlocal Agreement with the South County Area Transportation Board for transportation coordination in the South King County area. - An ordinance amending Ordnance No. 2740 §3 (part), as codified at Tukwila Municipal Code (TMC) Section 17.16.040, "PreAiminary Applications," to remove language requiting Phdsed Binding Site Improvement Plans to execute development agreements. - 2025 — 2026 Human Services Contracts: (1) Authorize the Mayor to sign a contract with Childrert's Home Society (DBA Akin) for behavioral health services through December 31, 2026, in the amount of $70,000.00 (Not to exceed $35,000.00 annually). (2) Authorize the Mayor to sign a contract with Multi -Service Center for rent and utility assistance through December 31, 2026, in the amount of $84,000.00 (Not to exceed $42,000.00 annually). (3) Authorize the Mayor to sign a contract with Refugee Wornen`s Alliance for basic needs and services through December 31, 2026, in the amount of $63,000.00 (Not to exceed $31,500.00 annually). (4) Authorize the Mayor to sign a contract with Tukwila Pantry for food pantry senates through December 31, 2026, in the amount of $80,000.00 (Not to exceed $40,000.00 annually). (5) Authorize the Mayor to sign a lease agreement with St. Stephen Housing Association low Hartnett Manor (14688 Macadam Road South, Tukwila) for homelessness intervention/prevention through December 31, 2025. - Authorize the Mayor to accept bNo grants from the Washington State Department of Commerce through the local Community Projects Program for the Tukwila Community Center HVAC Replacement Phase 1 Project in the amounts of $250,260.00 and $499,550.00. 165 Tentative Agenda Schedule MEE i LNG 1— MEETING 2 — MEETING 3— MEETING 4 — ItEGLIL411. C.O.W. REGULAR C.O.W. , APRIL 7 APRIL 14 APRIL 21 APRIL 28 WORK SESSION WORK SESSION SPECIAL ISSUES UNFINISHED BUSINESS Multi -Family Propeety Tax Exemption - Local Road Safety Plan Adoption. - An ordinance amending the - Lease Agreements and Deeds with, Puget Sound Fire. REGULAR MEETING Townhouse allowances n the Tulcwila Urban Center. REGULAR /4EETING if,`e=a'itcceoanmend'erso7 Code.the PRESENTATION APPOINTMENTS - City of. Tukwila and Recology Earth Day - Board and Commission Appointments and Reappointnients. Art Contest wnner. CONSENT AGENDA CONSENT AGENDA - Contract for Parks. Recreation and Open - An ordinance amending the STEP Space (PROS) Plan. Housing Code. - Contract for On -Call Trails Paving. UNFINISHED BUSINESS - Local Road Safety Plan Ado.on. NEW BUSINESS - 1 PacP Agreements aild Deeds with Puget Sound Fire. 166