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HomeMy WebLinkAboutContractOPERATING AGREEMENT BETWEEN THE CITY OF RENTON AND HEALTH POINT DATED FOR REFERENCE PURPOSES AS January 10, 2021 THIS OPERATING AGREEMENT (the "Agreement") is made as of the Effective Date by and between the City of Renton, a Washington municipal corporation ("City"), and HealthPoint, a Washington nonprofit public benefit corporation ("HealthPoint"). City and HealthPoint may be collectively referred to herein as "Parties" and individually as a "Party" to this Agreement. RECITALS: A.City is constructing a building on property commonly known as 16022 116th Ave SE on ground leased from Renton School District No. 403 (the "Property"), which the City leases from the district pursuant to its lease that it internally numbered LAG-20-026 and is dated September 30, 2020 ("Ground Lease"). B.Pursuant to the Ground Lease, the Property will be developed in accordance with a Construction Design Master Plan that was cooperatively prepared by Renton School District No. 403 ("RSD"), City, Health Point, and Family First Community Center Foundation, a Washington non-profit corporation ("FFCCF"), for the development and operation of a new community center to be known as the Family First Community Center and a new Health Point community health clinic (the "Project"). The Project is intended to provide critical health, recreational, and educational opportunities and services for underserved youth and families in the area. C.The Parties entered a Ground Sublease and Facility Use Agreement dated September 28, 2020, and internally numbered by the City as LAG-20-027 (the "Sublease"). D.The Parties have agreed that HealthPoint shall have exclusive use of that portion of the Property, consisting of approximately four thousand one hundred thirty-five (4,135) square feet, for operation of a Health Point health care clinic (the "Clinic Space") for the duration of the Sublease. E.The portion of the Property not dedicated to Clinic Space is dedicated to community center activities, parking, school district makerspace, and common space and is hereafter referred to as "Community Space." F.The Sublease contemplates this Agreement to define responsibilities related to use of the subleased property for the operation of the Project to include, but not be limited to, terms describing (i)site maintenance, repairs, and utilities, (ii) shared use of parking, (iii) signage, (iv) shared use of improvements, (v) programming coordination, including City's and RSD's use of the Project, (vi) allocation of responsibilities associated with shared uses, and (vii) coordination of construction, financing, and development of the Property. This Agreement serves that purpose. NOW, THEREFORE, it is agreed by the Parties as follows: 1.Definitions. The following definitions apply for the purposes of this Agreement: Page 1 of 16 {SXB2524928.DOCX;2/14327.000024/} CAG-22-027 "Affiliate" of any person shall mean any other person which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such person. "Building Manager" shall have the meaning ascribed to such term in Section 7.4. "Building Procedures" shall mean the schedules and procedures to which Health Point, City, FFCCF, and RSD shall adhere in the use of the property in furtherance of the Project and in performance of the operation and maintenance services hereunder, to be established in accordance with Section 7.3. "Capital Maintenance" shall include building and property maintenance, repair and replacement of fixtures, equipment, and improvements that are expected to require servicing, maintenance, repair, or replacement that is not Regular Maintenance (i.e. frequency is more than five (S) years from their installation or construction). Such items include, but are not limited to, those items identified in Exhibit A, which will be updated by addendum no later than the Commencement Date based upon equipment and fixtures actually installed and their recommended servicing and maintenance intervals. "City" shall have the meaning ascribed to such term in the Preamble. "Clinic Space" shall have the meaning ascribed to such term in the recitals to this Agreement. "Commencement Date" shall mean the date Health Point is provided possession of the Project. "Common Space" shall mean the approximately four thousand seven hundred twenty-one (4,721) square feet of the Community Space that is designed to be used by and/or benefit both the Community Space and Clinic Space. The Community Space, Common Space, and Clinic Space are depicted and described in Exhibit B, which is attached hereto. "Community Space" shall have the meaning ascribed to such term in the recitals to this Agreement. "Construction Drawings" shall mean the Family First Community Center Bid Set-Project Manual dated October 20, 2021, The Family First Community Center -Compiled Bid Set dated October 20, 2021, the Family First Community Center -Addendum #1 dated November 10, 2021, the Family First Community Center-Addendum #2 dated November 23, 2021, and the Family First Community Center - Addendum #3 dated December 1, 2021, and any changes thereto required by RSD pursuant to the Ground Lease and its separate operating agreement with the City. "Dispute" shall have the meaning ascribed to such term in Section 15. "Effective Date" shall be the last date this Agreement is signed by the Parties. "Fair Market Rate" shall mean the rate by which the Washington State Department of Revenue is authorized to determine for purposes of establishing "taxable rent" pursuant to RCW 82.29A.020(2) and WAC 458-29A.200(6). "FFCCF" shall have the meaning ascribed to such term in the recitals to this Agreement. "Ground Lease Operating Agreement" shall mean the Ground Lease Operating Agreement between City and RSD as executed by such parties on or prior to the execution of this Agreement. "HealthPoint" shall have the meaning ascribed to such term in the Preamble. "Initial Permitted Uses" shall have the meaning ascribed to such term in Section 4.2.1. Page 2 of 16 {SXB2524928.DOCX;2/14327.000024/} "Laws" shall mean all federal, state and local laws, regulations, ordinances, codes, orders, and directives of any governmental body or office or agent thereof, and all permits, licenses and governmental standards, applicable to the Community Space or its operations, including, but not limited to, those pertaining to employment, health, safety, and the environment. "MakerSpace" shall describe an approximately one thousand two hundred fifty-four (1,254) square foot area of the Project within the Community Space over which RSD will have priority use of for science, technology, engineering, arts, and mathematics programing. "Operational Costs" shall mean all costs necessarily incurred to operate the Project in compliance with this Agreement, excluding the costs of Regular and Capital Maintenance. Operational costs include, but are not limited to, the cost of utilities, janitorial services, groundskeeping services, staffing, professional services, marketing, programming, and supplies. "Parties" and "Party" shall have the meaning ascribed to such terms in the Preamble. "Permitted Hazardous Materials" shall have the meaning ascribed to such term in Section 7.10. "Project" shall have the meaning ascribed to such term in the recitals to this Agreement. "Property" shall have the meaning ascribed to such term in the recitals to this Agreement. "Prudent Operating Practices" shall mean good management practices commonly applicable to the operation and maintenance of comparable community spaces. "Regular Maintenance" shall include all building and property maintenance, repair, and replacement of fixtures, equipment, and improvements that are expected to require servicing, maintenance, repair, or replacement over a period five (S) years or less than five (5) years from their installation, construction, or last time of service. Such items include, but are not limited to, those items identified in Exhibit C, which is attached hereto as Exhibit C and will be updated by addendum no later than the Commencement Date based upon equipment and fixtures actually installed and their recommended servicing and maintenance intervals. "Regulatory Requirements" shall have the meaning ascribed to such term in Section 4.2.3. "Sublease" shall have the meaning ascribed to such term in the recitals to this Agreement. "Term" shall have the meaning ascribed to such term in Section 6. "Triggering Event" shall mean event that permits one of the parties to terminate Health Point's obligations and rights relating to operation and maintenance of the Community Space pursuant to Section 11.2 of this Agreement. 2.The Project. 2.1 Purpose and Summary of Contributions. The Parties, RSD, and FFCCF each have mutual interests to provide important public services to the Renton community. Responsibilities and contributions to the project are designed for each of the partners to provide their expertise and resources to maximize the success of the project. RSD is contributing land and MakerSpace programing. The City is providing funding, construction management, and project operation assistance and oversight Page 3 of 16 {SXB2524928.DOCX;2/14327.000024/} in a landlord capacity. Health Point is providing funding towards construction of the project through grants, day-to-day operation of the Clinic Space and contracting with FFCCF to assist in the day-to-day operations of the Community Space. The Parties intend for the Community Space to operate without profit and in furtherance of the Project's governmental purposes that are made possible by the contributions of the City and RSD. 2.2 Relationship of the Parties. Health Point shall perform and execute the provisions of this Agreement as an independent tenant. Neither HealthPoint nor its employees, subcontractors, tenants, sub-tenants, or agents shall be deemed to be the agents or employees of City. 3.Construction. 3.1 Timing. City agrees to endeavor to award a contract to construct the Project in accordance with Section 6.01 of the Sublease within ninety {90) days of the date this Agreement is fully executed by the Parties. Once the contract is awarded, the City will endeavor to complete construction within twenty-four {24) months of the date the construction contract is awarded. These timelines shall not be considered of the essence and are subject to change based upon unanticipated conditions, delays, and/or a decision to reject all bids due to unanticipated costs or bidding irregularities. In the event bids exceed the amount the City has budgeted for construction (including Health Point's contributions), the Parties will meet and confer to decide how to proceed, including possible revisions to the Project scope. City will consult regularly with HealthPoint throughout the contractor selection and construction process. Health Point will be invited to attend progress meetings between the City and the general contractor for the duration of the general contractor's engagement. 3.2 Acceptance Standards for Completion of Construction. HealthPoint has reviewed and approved the Construction Drawings. The Construction Drawings, which are subject to substitutions as deemed necessary by the City to efficiently construct the Project without unnecessary cost overruns and/or time delays, serve as the basis for the what the City agrees to construct and supply to HealthPoint pursuant to Section 1.02 of the Sublease. The City agrees only to provide HealthPoint with improvements for which the Construction Drawings make the general contractor responsible. Notes in the Construction Drawings referring to the Owner being responsible for fixtures, equipment, or furniture shall not be interpreted to obligate the City or RSD to provide such fixtures, equipment, or furniture. Provision of items not to be provided by the general contractor shall be provided by Health Point, FFCCF, or RSD according to their own needs for use of the Project. Health Point will be given an opportunity to inspect the Project to confirm compliance with the Construction Drawings prior to the Commencement Date. HealthPoint shall be responsible for the acquisition, construction, and installation of any improvements, furniture, fixtures, and equipment for the Clinic Space and Community Space not included in the Construction Drawings as being the general contractor's responsibility. Any personal property purchased and used by Health Point for the Project shall remain its personal property, but any fixtures installed, or improvements made to the Property, that cannot be removed without causing damage to the Property shall become the property of the City upon termination of the Sublease unless otherwise agreed to in writing by the Parties. 3.3 Funding. HealthPoint agrees to provide no less than three million three hundred fifty-four thousand dollars {$3,354,000) in total funding towards the City's portion of construction costs from grants received by Health Point and/or FFCCF for use towards the initial capital portion of the Project ("Grant Funds"). The Grant Funds are described in Exhibit D, which will be updated by addendum if HealthPoint and/or FFCCF receives additional funds for construction of the Project. The grant agreements describing the conditions of the Grant Funds are included in Exhibit D, which will be Page 4 of 16 {SXB2524928.DOCX;2/14327.000024/} updated by addendum if Health Point or FFCCF receives additional funds for construction of the Project. Addition of grants by addendum require authorization by an executive/administrative official of each Party and RSD, but do not require additional governing body approval. Health Point agrees to use its best efforts to make these Grant Funds available to the City for payment or reimbursement of progress payments owed by the City to its contractor during the construction of the Project to the extent such funds may be expended for such purposes. The City acknowledges that any grants awarded exclusively for HealthPoint's clinic equipment or other clinic-specific expenses are not included among the Grant Funds as defined herein. City agrees to cooperate with HealthPoint, and to secure RSD's reasonable cooperation as necessary, to provide all documentation regarding construction and expenses thereof for its use in documenting compliance with the applicable grant agreements including the preparation of invoices directed to HealthPoint for reimbursement of City construction costs if necessary to properly apply Grant Funds to the building construction. City will coordinate with RSD to gain all necessary authorization for recording leasehold deeds of trust as contemplated by Section 6.04 of the Sublease and Ground Lease. City further agrees not to interfere with Health Point's ability to perform the qualifying conditions of the Grant Funds and to secure a similar commitment from RSD. In the event of Recapture pursuant to Section 13.05 of the Sublease that triggers an obligation by Health Point to reimburse Grant Funds, the City shall share with Health Point that portion of the Recapture Fee that RSD's Recapture triggers an obligation by Health Point to repay Grant Funds. 3.4 Loss During Construction. City shall secure Health Point's contribution to the construction of the Project by requiring the general contractor to insure the Project against all-risks during construction. In the event of an insured loss during construction, City shall require the insurance proceeds to be used for completion of the Project and Health Point agrees to waive any equitable or legal interest it may have in such proceeds to the extent that the Project is completed and the insurance proceeds are used for construction of the Project. If, following loss during construction, the Project is abandoned, delayed, or otherwise affected such that the granters of any grants made to Health Point for the Project demand return of the funds contributed for the Project, then City will distribute insurance proceeds or other funds to HealthPoint in the amount necessary for Health Point to return such funds to its granters. 4.Operations and Permitted Uses. 4.1 Commencement of Operations. HealthPoint will endeavor to commence operation of the Clinic Space and Community Space within ninety (90} days of the Commencement Date. City will provide Health Point with access to the property prior to the Commencement Date and otherwise cooperate with HealthPoint's reasonable requests for cooperation so that Health Point can commence operation as anticipated by this provision. 4.2 Permitted Uses of the Premises. 4.2.1 Initial Permitted Uses. The Parties agree that the Permitted Uses defined in Section 3.01 of the Sublease be interpreted to require Health Point, through its Building Procedures and agreements with FFCCF, the City, RSD, and their respective successors and assigns to serve the health, recreational, and educational needs of the underserved youth and families in the area. Any uses agreed to in writing by the Parties, RSD, and Health Point's subtenants that is consistent with the Ground Lease and the Ground Lease Operating Agreement shall be a Permitted Use under the Sublease notwithstanding the failure of this paragraph to expressly describe such use as a Permitted Use. Subject to expansion of the Permitted Use as described herein, the initial Permitted Uses of the Premises shall expressly include (the "Initial Permitted Uses"): (i) the establishment of a community center for the benefit of the youth and families in the area, (ii) the provision of a MakerSpace for the exploration of issues related to science, Page 5 of 16 {SXB2524928.DOCX;2/14327.000024/} technology, education, and math education; (iii) recreational facilities; and (iv) the delivery of primary health services in the Clinic Space by HealthPoint, including but not limited to delivery of any health care services provided as a federally qualified health center within the scope of one or more grants issued by the federal Health Resources and Services Administration pursuant to Section 330 of the Public Health Services Act. 4.2.2 Changes to the Initial Permitted Uses. Agreement to changes to the Initial Permitted Uses may be administratively accomplished without governing board approval so long as they (i) continue to comply with the requirement of Grant Funds restrictions; (ii) provide substantially similar purposes with the Initial Permitted Uses; (iii) remain consistent with the broad definition of Permitted Uses defined in Section 3.01 of the Sublease; and (iv) are consistent with, and would not violate, the Regulatory Requirements (defined below). Proposed changes to the Initial Permitted Uses shall be delivered by Health Point to the City and RSD at least ninety (90) days prior to the proposed change in use and both the City and RSD shall be given no less than thirty (30) days to object to the change and/or request negotiations and discussions about the details of the change. RSD and the City will not unreasonably withhold consent to a change of use that is consistent with the Initial Permitted Uses, the stated goals of the Project, and the Regulatory Requirements. 4.2.3 Compliance with Laws and Regulatory Requirements. Notwithstanding the foregoing or anything else in this Agreement to the contrary, any Permitted Use shall be consistent with, and shall not violate, any of the following, as the same may be enacted in the future or judicially interpreted from time to time (collectively, "Regulatory Requirements"): (i) RSD's policies and procedures then in effect; (ii)state, federal or local law applicable on school-owned property leased to others by school districts, including bans on tobacco, drugs, and alcohol; and (iii) applicable permitted school uses as provided under state and local law. 4.2.4 Required Notice of Change in Use. If Health Point or any of its subtenants intends to materially change the use of any of the Project (other than a change of use by RSD of a portion of the Project it is using), HealthPoint shall notify the City in writing and HealthPoint, the City, and RSD shall meet and confer to engage in good-faith discussions regarding the proposed or future change of use and the implications thereof for the Project and the stated goals of the Project. 4.3 Priority Access to Use of the MakerSpace. The Building Procedures at all times shall provide RSD first right to use space designated as MakerSpace within the Community Space on such terms and conditions as may be agreed upon between RSD and HealthPoint. RSD shall also be provided access to other Community Space as provided in the Building Procedures. 4.4 Parking, Signage, and Shared Use of the Community Space. The Building Procedures shall contain parking rules, signage restrictions (if any), and procedures for allocating use of the Community Space as appropriate for the Property's uses as they change from time to time so long as such procedures are consistent with this Agreement, the Ground Lease (including without limitation Section 6.11 of the Ground Lease), the Ground Lease Operating Agreement, and the Sublease. Without limiting the foregoing, any parking rules and procedures shall, among other provisions, require that any parking uses at the Property do not interfere with school uses on RSD's adjacent school property, including by limiting parking during school hours, especially drop off and pickup times and after-school meetings such as PTA meetings. 4.5 Required Scope of Operations. HealthPoint shall require that the Project be operated to maximize its purposes of providing critical health, recreational, and educational opportunities and services for underserved youth and families in the area. When feasible, this should include active Page 6 of 16 {SXB2524928.DOCX;2/14327.000024/} operations of the Community and Clinic Space for at least forty (40) hours per week. The operation of the Project shall, at all times, be consistent with school use and Regulatory Requirements. 4.6 Reporting. On no less than an annual basis, Health Point shall provide the City with a written report summarizing its operations. Such reports should break out operations between the Community and Clinic Space and include total hours of public operation, number of individuals served, and a summary of services and programming provided. 4.7 Meet and Confer. On no less than an annual basis, the Parties shall meet and confer to discuss each party's perspectives on the success of operations and opportunities to further maximize the Project goals. 4.8 Post Triggering Event Operations. In the event of a Triggering Event by which Health Point discontinues its obligations to manage the Community Space but retains possession and use of the Clinic Space and shared use of Common Space, Health Point is not required or authorized to operate the Community Space but shall continue to actively operate and maintain the Clinic Space. Responsibility for operation and maintenance of the Common Space will be negotiated at the time of the notice of a Triggering Event in conjunction with determination of rent obligations for the Clinic Space. 5.Rent and Post-Construction Financial Obligations. 5.1 Rent. In exchange for Health Point operating the Project pursuant to the Sublease and this Agreement, Rent shall not be charged to HealthPoint for this Sublease. HealthPoint, in exchange, agrees not to charge rent to FFCCF or RSD for their use of the Community Space although it may recover maintenance, capital, and operational costs from FFCCF and RSD for their use of the Community Space to the extent provided for herein. To the extent Leasehold excise tax is applied to the Sublease, such tax shall not be passed through to RSD. 5.1.1 Post Triggering Event Rent. In the event of a Triggering Event by which HealthPoint discontinues its obligations to manage the Community Space but retains possession and use of the Clinic Space and shared use of the Common Space, Health Point shall pay the City full fair market value of the Clinic Space and the value of their share of Common Space. If the parties cannot agree on the amount of full fair market value, rent shall be set according to an independent appraisal obtained by the City that identifies an average cost per square foot for comparable space available in or around the city to rent for medical clinic space. The fair market rent shall take into consideration the extent to which HealthPoint has contributed to capital maintenance costs and the extent to which Health Point continues to pay to operate and maintain the Common Space for all users of the Project consistent with the terms of Sections 5.3.1.1 and 5.3.2.3 of this Agreement. 5.2 Leasehold Excise Tax. The Project serves important fundamental government purposes and provides crucial public services that the City and/or its contracted service provider would be required to perform pursuant to the Ground Lease if not performed by HealthPoint and FFCCF pursuant to the terms of the Sublease and this Agreement. Because of the non-profit and public nature of the operations required to be provided through the Ground Lease, Sublease, and this Agreement, the Parties believe HealthPoint's tenancy should not be considered a taxable leasehold interest consistent with WAC 458- 29A-100(2)(g)(iii) so long as it is required by this Agreement to operate the Project at its cost, including oversight of contracted services to be performed by FFCCF in the Community Space. 5.2.1 Acceptance of Risk. Despite the Parties' belief the Sublease should not result in leasehold excise tax, they recognize that the Washington State Department of Revenue (DoR) has authority to Page 7 of 16 {SXB2524928.DOCX;2/14327.000024/} determine the taxability of HealthPoint's leasehold interest and, if taxable, the Fair Market Rate. Health Point accepts the risk that DoR may determine that its leasehold interest is taxable and agrees to pay any and all leasehold excise tax arising out of the Sublease as a result of such determination. 5.2.2 Cooperation. The Parties agree that to the extent the Sublease is taxable pursuant to WAC 458-29A-100(2)(g)(iii) or other state law or regulation, a determination of Fair Market Rent should take into consideration that use of the Property is limited by the Ground Lease, Sublease, and this Agreement to the provision of public services on a non-profit basis, which limits the availability of tenants who could afford to operate the Project and pay rent. Accordingly, Fair Market Rate, if any, should reflect deductions from what comparable space that does not have such restrictions may rent for. See WAC 458-29A-200(6)(a)(ii). The City agrees to cooperate with HealthPoint to explain to DoR the government purposes served by HealthPoint taking responsibility for the Project and the restrictions imposed by RSD and City on the use of the Property. Health Point will submit to the Washington State Department of Revenue that agency's Form 63 0001 and, if necessary, have FFCCF do the same, in order to have a formal determination of whether Leasehold Excise Tax is due. 5.3. Maintenance, Capital and Operational Costs. 5.3.1 Regular Maintenance. HealthPoint shall pay all costs of Regular Maintenance for the Project. HealthPoint may recover up to its costs to perform regular maintenance of the Community Space from FFCCF and RSD. 5.3.1.1 Post Triggering Event Regular Maintenance. In the event of a Triggering Event by which HealthPoint discontinues its obligations to manage the Community Space, but retains possession and use of the Clinic Space, Health Point shall pay for Regular Maintenance of the Clinic Space and for their share of Common Space. 5.3.2 Capital Maintenance. HealthPoint shall contribute towards Capital Maintenance by paying the City annually eighty percent (80%) of the City's twenty (20)-year forecast for Capital Maintenance costs divided by (/) twenty (20). Based upon Exhibit A, this amount will initially be sixty-four thousand seven hundred twenty-seven dollars and no cents ($64,727.00) per year, which amount will be updated upon completion of construction when Exhibit A is updated to reflect the actual materials and equipment used during construction. Payments shall be prepaid each year starting on the Sublease Commencement Date and annual anniversary thereof, or in monthly installments starting on the Sublease Commencement Date. HealthPoint may recover capital maintenance contributions from FFCCF and RSD allocable to the Community Space so long as the amounts recovered from FFCCF and RSD do not exceed its costs. 5.3.2.1 City Responsible For Actual Capital Maintenance Costs. HealthPoint's payments are designed to allow the City to accrue sufficient funds to cover eighty percent (80%) of the City's anticipated costs of Capital Maintenance over the next twenty (20) years on a rolling basis. The City will be directly responsible for all actual costs of Capital Maintenance regardless of whether such costs are less or more than the amounts collected from Health Point pursuant to this subsection. HealthPoint shall have no claim against the City for refund of any amounts paid to the City under this Subsection 5.3.2. 5.3.2.2 Capital Maintenance Payment Adjustments. The monthly amount paid by HealthPoint towards Capital Maintenance shall be adjusted no more frequently than every five (5) years based upon a facilities condition assessment and expenditure forecast conducted by the City. The adjusted amount shall be based upon the following formula: new annual payment= (eighty Page 8 of 16 {SXB2524928.DOCX;2/14327.000024/} percent {80%) of updated twenty (20)-year forecast for Capital Maintenance costs) divided by(/) twenty (20)) with such amount adjusted up or down to account for the difference between City expenditures and HealthPoint payments to date (e.g. add actual total cumulative amount paid to date by City for Capital Maintenance and subtract amount paid to date by HealthPoint to City towards Capital Maintenance) ). Forecasted Capital Maintenance costs for the rolling twenty {20)­ year forecasted period will include a five hundred thousand dollar ($500,000)-contingency in addition to actual anticipated costs. The City will provide HealthPoint no less than ninety (90) days advance notice prior to requiring Health Point to increase its contributions towards Capital Maintenance. If HealthPoint objects to the amount of an increase, it may obtain its own updated twenty {20)-year building condition assessment and expenditure forecast. If HealthPoint and City are unable to agree to an amount upon review of the competing assessments, disputes shall be resolved according to the dispute resolution procedures in the Sublease. 5.3.2.3 Post Triggering Event Capital Maintenance. In the event of a Triggering Event by which HealthPoint discontinues its obligations to manage the Community Space, but retains possession and use of the Clinic Space, HealthPoint's contributions towards Capital Maintenance shall be reduced according to the following formula: new annual payment= actual amount paid to date by City for Capital Maintenance minus(-) amount paid to date by Health Point to City towards Capital Maintenance plus(+) twenty percent {20%) of updated twenty {20)-year forecast for Capital Maintenance costs) divided ,by(/) twenty {20). This amount may be adjusted using the same formula no more frequently than every five (5) years consistent with Subsection 5.3.2.2. 5.3.2.4 Special Payment Schedule for Initial Five Years of the Agreement. The parties acknowledge that during the initial years of this Agreement the Project operators' operating revenue and the Capital Maintenance estimates will be less certain than once the Project is established. In order to support the initial success of the Project, the parties agree that notwithstanding the terms and formulas agreed to in Section 5.3.2 above, HealthPoint will be responsible to pay twenty percent (20%) of its calculated Capital Maintenance payment in Year 1 of the Agreement, forty percent (40%) in Year 2, sixty percent (60%) in Year 3, eighty percent (80%) in Year 4, and one hundred percent {100%) in Year 5. At the end of Year 5, the Capital Maintenance payment will be adjusted in the manner described in Section 5.3.2.2 including the adjustment to account for the difference between City expenditures and HealthPoint payments through such date. 5.3.3 Operational Costs. Health Point shall be responsible for all Operational Costs of the Project. These costs may be collected from or paid directly by FFCCF, RSD, or other approved users of the Project. 5.3.3.1 Post Triggering Event Operational Costs. In the event of a Triggering Event by which HealthPoint discontinues its obligations to manage the Community Space, but retains possession and use of the Clinic Space, HealthPoint shall pay all Operational Costs attributable to the Clinic Space and their share of the Common Space but will not be responsible for Community Space Operational Costs. 5.3.4 Insurance Costs. The Parties shall pay their own costs to comply with the insurance requirements of the Sublease and this Agreement. 6.Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue through the later of the Expiration Date of the Sublease (as defined in Section 1.02 of the Sublease) or the expiration of the last Extension Term executed by the Parties (as defined in Section 1.03 Page 9 of 16 {SXB2524928.DOCX;2/14327.000024/} of the Sublease) unless earlier terminated by one or both of the Parties in accordance with Section 11 of this Agreement. 7.Duties of HealthPoint. Except as otherwise provided in this Agreement, Health Point shall conduct and supervise the day-to-day operation, maintenance, and management of the Community Space. Health Point shall perform its duties consistent with the following covenants: 7.1 General. HealthPoint shall: (a)require the Community Space be operated consistent in all material respects with the requirements of (i) this Agreement, (ii) the Building Procedures, (iii) all Laws, and (iv)Prudent Operating Practices; and (b)maintain, keep, and preserve the Property and all portions of the Property required for the operation and maintenance of the Community Space in all material respects in good repair, working order, and operating condition but in all cases no less well maintained, kept, and preserved as required under the Ground Lease. 7.2 Compliance with Ground Lease Operating Agreement. HealthPoint shall manage and require the Property be operated in a manner consistent in all material respects with the operational obligations of City under the Ground Lease and the Ground Lease Operating Agreement between City and RSD. 7.3 Building Procedures. HealthPoint shall create and submit to City and RSD for the City's and RSD's review and written approval, which shall not be unreasonably withheld, a proposed manual of Building Procedures before the Commencement Date, which manual shall include the following: (a)initial hours of operation for the Community Space and for the Clinic Space, which should be no less than forty {40) hours a week; (b)procedures for sharing use of the Community Space between and among Health Point, FFCCF, the City, and RSD including the coordination of school programming required by the Ground Lease and the Ground Lease Operating Agreement; (c)parking rules for parking spaces located on the Property, which should contemplate the west parking lot gate remain closed during school hours or as otherwise specified by RSD; (d)general safety policies and procedures for the Community Space including RSD protocols for the security of school children entering the Community Space during school hours; (e)groundskeeping and janitorial maintenance schedules acceptable to the City; and (f)a program including schedules and tasks for Regular Maintenance for the Project consistent with operation and maintenance schedules provided by the City's general contractor. The Building Procedures shall be prepared (i) in compliance with all applicable Laws, (ii) in accordance with Prudent Operating Practices, and (iii) consistent with this Agreement, the Sublease, the Ground Lease, the Ground Lease Operating Agreement, and RSD's policies and procedures consistent with approved school uses of such property. Page 10 of 16 {SXB2524928.DOCX;2/14327.000024/} Health Point will offer and/or agree to meet with RSD and the City annually or as needed in a timely manner to discuss revisions, updates, and additions to the Building Procedures manual and shall prepare and deliver to City from time to time a draft or modification to the Building Procedures reflecting changes agreed to by such parties or otherwise required to diligently manage the Property. The Parties agree to comply with the approved Building Procedures and will require RSD and FFCCF in their separate agreements to comply with the approved Building Procedures. 7.4 Building Manager. HealthPoint shall appoint a "Building Manager" (and any replacement thereof), who shall be the person that shall be considered the chief supervisory officer for HealthPoint at the Property. The Building Manager shall have qualifications appropriate for such position, shall be subject to appropriate background checks, and otherwise meet all requirements for managing a facility where minors, students, and other members of the public are invited. The Building Manager (or their designee) shall have responsibility for operational control and maintenance of the Community Space on a day-to-day basis, and the Building Manager, or their designee, shall be available each day during the year (even if not physically present at the Property). City understands and agrees that the Building Manager may also have similar building manager or other responsibilities for HealthPoint on other projects, and that the Building Manager (and/or their designee) is not required to be available on a full­ time basis, or to be present at the Property on a daily basis but must be generally reachable by phone or email each day during the year when not physically present. 7.5 Personnel. HealthPoint shall provide (either directly or through contract) operating and maintenance personnel for the Community Space as Health Point, in its sole discretion, deems required to operate the Community Space. HealthPoint shall hire sufficient employees and/or agents and provide such training as Health Point deems necessary or appropriate to carry out its obligations under this Agreement. City understands and agrees that said work force may also have responsibilities to HealthPoint on other projects, and that said work force is not required to be present at the Community Space on a full time or daily basis. Health Point shall determine and shall be solely responsible for any and all of Health Point's employment policies and procedures, including, but not limited to, recruiting, hiring, discharge, promotion, and expense reimbursement. Health Point shall perform all of the foregoing responsibilities in accordance with all material respects with the Building Procedures. 7.6 Maintenance. HealthPoint shall implement and maintain appropriate maintenance management systems preventive and ordinary maintenance of the Property. This includes performing all Regular Maintenance. 7.7 Security. HealthPoint shall initiate and maintain reasonable security precautions and programs to protect the Property and all personal property stored thereon from theft, vandalism, fire, and other casualty. 7.8 Safety. HealthPoint shall initiate and maintain reasonable safety precautions and programs necessary to comply in all material respects with all applicable safety laws and other safety regulations to reduce the risk of injury to persons or damage to property on, about, or adjacent to the Property. 7.9 Notice of Defaults. HealthPoint shall promptly notify City of any event, condition, or omission known to HealthPoint that is or would (with or without the passage of time, the giving of notice or both) be a breach or default by City under the Ground Lease or the Ground Lease Operating Agreement. If such event, condition, or omission is or may become a breach or violation of the Ground Lease or the Ground Lease Operating Agreement by City, Health Point shall reasonably assist and cooperate with City to cure or mitigate such event, condition or omission, give such advice and recommendations as City Page 11 of 16 {SXB2S24928.DOCX;2/14327.000024/} may reasonably request, and follow such reasonable instructions as City may give, all at City's expense, except to the extent said breach or violation is due to a breach of this Agreement or the Sublease by Health Point. 7.10 Environmental Matters. City and HealthPoint acknowledge and agree that, during the performance by HealthPoint of its obligations hereunder certain Hazardous Materials utilized in the practice of medicine and dentistry will be used, generated, stored, transported to, and handled by, on, under, or about the Property including "biomedical wastes" as defined from time to time in the Code of the King County Board of Health {the "Permitted Hazardous Materials"). Upon reasonable request by the City or RSD, HealthPoint will submit to City and/or RSD true and correct copies of all permits, Biomedical Waste Management Plans {as defined in the Code of the King County Board of Health), and any other records required to be maintained for or to be submitted to the King County Board of Health. Health Point shall comply with all applicable laws related to hazardous or biomedical waste. The presence, use, and disposal of Permitted Hazardous Materials at the Project shall be conditioned upon the strict compliance by HealthPoint with all Laws related thereto and with the Regulatory Requirements. 8.Duties of City. City shall construct the Project consistent with the terms of the Sublease, this Agreement, and conditions of applicable Grant Funds {to the extent any conditions or requirements associated with the Grant Funds are consistent with the Ground Lease and this Agreement). City shall perform all necessary Capital Maintenance and be given reasonable access to the Project by HealthPoint to do so. City shall not interfere with HealthPoint's ability to comply with the conditions of its Grant Funds or its obligations under this Agreement provided, however, that such conditions are consistent with the uses permitted and required under the Ground Lease and the Ground Lease Operating Agreement. 9.Independence and Engagement ofThird Parties. Both parties acknowledge that HealthPoint may enter into a separate agreement with providers of goods and services to the Community Space as permitted under the Ground Lease and the Sublease. Such agreements shall be completely independent of this Agreement. Health Point may engage such persons, corporations, or other entities (including Affiliates of Health Point) as it deems advisable for the purpose of performing or carrying out any of the obligations of Health Point under this Agreement, provided that HealthPoint remains responsible for all of its obligations under this Agreement and applicable terms of this Agreement and the Sublease are incorporated. Unless separately agreed to in writing by City, no agreement by Health Point with a provider shall bind the City and any rights given by HealthPoint to operate within the Project shall terminate upon the City taking over responsibility for the applicable portion of the Project due to a Triggering Event or termination of the Sublease pursuant to Section 11. 10.Limitation of Liability to Third Parties. This Agreement is intended solely for the benefit of the parties and their respective successors and permitted assigns and is not intended to, and shall not, confer any rights or benefits on any third party. 11.Breach and Triggering Events. Shall be pursuant to the Sublease sections 1.02, 1.03, and Article 12. 11.1 Breach. Remedies for breach of this Agreement shall be as provided for in the Sublease and/or as provided in Section 11.2. 11.2 Partial Termination of Agreement due to Triggering Event. Either party may terminate Health Point's rights and obligations with respect to the Community Space while allowing it to retain its rights and obligations for the Clinic Space by providing written notice of a Triggering Event for one of the Page 12 of 16 {SXB2524928.DOCX;2/14327.000024/} reasons described below. The consequences of the Trigging Event take effect upon the date provided in the notice, which must be no earlier than the minimum notice requirements provided below. Upon such effective date, the Sublease shall be deemed amended so that HealthPoint leases and is responsible for maintaining and operating only the Clinic Space and any agreed portions of the Common Space of the Project. 11.2.1 Triggering Event Due to Breach. Either party may give Notice of a Triggering Event as a result of a breach that is not timely cured by the breaching party after being provided notice thereof. A notice pursuant to this Section 11.2.1 shall take effect no earlier than sixty (60) days from the date of the notice of Triggering Event and if the party in default cures the default within thirty (30) days of the Notice of Triggering Event, the Notice shall be deemed cancelled. If the Notice of a Triggering Event identifies a breach that by its nature cannot be cured in full within thirty (30) days, then the cure period for such breach shall be extended by that number of days reasonably required to cure the breach and the times described in this Section 11.2.1 shall be extended accordingly. 11.2.2 Triggering Event Due to Loss of Service Provider. In the event FFCCF or subsequently approved Community Space service provider fails or is unable to operate the Community Space pursuant to this Agreement, either party may give Notice of a Triggering Event. Unless mutually agreed otherwise, a notice pursuant to this Section 11.2.2 shall take effect no earlier than sixty (60) days from the date of the notice of Triggering Event and during such time the Parties shall work together to see if they can agree to alternative terms for operation of the Community Space. If this Triggering Event occurs prior to applicable funding obligation periods for Grant Funds, the Parties agree to cooperate to take steps to ensure compliance with grant obligations is maintained so that Grant Funds are not required to be repaid. Such cooperation may include cancelling the effectiveness of the notice if reasonable alternatives do not exist to maintain compliance with grant obligations. 11.2.3 Triggering Event For Convenience. After the Parties have satisfied the terms of the agreements conditioning the receipt of Grant Funds, either Party may provide Notice of a Triggering Event by providing no less than eighteen (18) months' written notice of the effective date thereof for any reason or no reason. 11.3 Remedies at Law and in Equity. Nothing in this Section 11 shall be deemed to limit in any way any rights or remedies which either party may have, at law or in equity, for any breach of this Agreement by the other party. 12.Access to Community Space. The City and its invitees shall have the right at any reasonable time to inspect the Community Space. City shall have the right to inspect the private financial books and records of HealthPoint which relate to the Community Space, and which may be located therein, in accordance with the provisions of this Agreement. 13.Notices. Unless otherwise specified herein, any notice required or permitted under this Agreement or the Sublease shall be in writing and shall be valid and sufficient if transmitted by messenger, courier service, facsimile, electronic mail actually received by the recipient, or first-class certified mail postage prepaid addressed to the other party as follows: If to HealthPoint: HealthPoint 955 Powell Ave SW Renton, WA 98057 Page 13 of 16 {SXB2S24928.DOCX;2/14327.000024/} With a copy to: If to City: With a Copy to: Attention: Chief Executive Officer Ogden Murphy Wallace, PLLC 901 5th Ave, Suite 3500 Seattle, WA 98164 Attention: Steve Burgan City of Renton Office of the City Attorney 1055 S Grady Way Renton, WA 98057 Attention: Shane Moloney 14.Further Assurances. Health Point and City agree to perform such further acts and execute and deliver any documents as may be reasonably required by any provision of this Agreement or the Sublease. 15.Dispute Resolution. Shall be as provided in Sublease Section 14.10, including with respect to any dispute related to an Initial Permitted Use or a change thereof. 16.General Provisions. This Agreement is a component of the Sublease, with all relevant terms therein governing the administration and interpretation of this Agreement, including but not limited to applicable subsections of Section 12 and 14 of the Sublease. 16.1 Headings. Titles and headings of the sections of this Agreement and the Sublease are for convenience of reference only and do not form a part of and shall not in any way affect the interpretation of this Agreement or the Sublease. 16.2 Amendment. No modification or amendment of this Agreement or the Sublease shall be valid unless in writing and executed by all parties to this Agreement. 16.3 Other Persons. Nothing in this Agreement or the Sublease shall be construed to prevent or prohibit HealthPoint from providing operating services to any other person, organization, or entity. 16.4 Not for Benefit of Third Parties. This Agreement, the Sublease, and each and every provision thereof is for the exclusive benefit of the parties to this Agreement and not for the benefit of any third party. 16.5 Description of Agreement. This Agreement consists of this Operating Agreement and Exhibits attached hereto or otherwise incorporated by reference which documents together with the Sublease shall comprise the entire understanding and agreement between City and HealthPoint regarding Health Point's operation of the Project on the Property and supersedes all other understandings, agreements, and representations (oral or written) made or dated prior to the date hereof. The Parties acknowledge, however, that this Agreement contemplates a long-term collaborative relationship between the Parties and community stakeholders such that certain operational matters described herein will necessarily be modified over time through the processes and procedures established in this Page 14 of 16 {SXB2524928.DOCX;2/14327.000024/} Agreement and agree that this Agreement shall be interpreted and enforced consistent with those subsequent modifications agreed to through such processes and procedures. Exhibits to this Agreement: A.Capital Maintenance Schedule and Estimated Costs B.Floor Plan and Room Occupancy Schedule C.Regular Maintenance Schedule and Estimate Costs D.Grant Funds Description and agreements (Signature page follows) Page 15 of 16 {SXB2524928.DOCX;2/14327.000024/} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. City of Renton: By: Name: Title: Date: Attest: Name: Title: Approved as to Legal Form By: Name: Title: HealthPoint: ATmondo Pavone Mayor, City of Renton Jason A. Seth Cityderk Shane Moloney City Attorney HealthPoint, a Washington Nonprofit Public Benefit Corporation By: Name: Title: Date: Signature Page to Operating Agreement Page 16 of 16 {SXB2524928.DOCX;2/14327.000024/} 02/06/2023 i� : � % ! a ! ! 5 � - - - - - - - - - 1;u ! ! ! ! ! ! ! ! ! I J i _ - - - - - - - - 2 ! I I ! � § § � § § § § ! � - � . - . . . . ! . . . . . . . . . . . . . . . . j i"' " ' . . . . " ' " ' " ' . , , . . . " ' . , , " ' . . . " ' . . . . . . . " ' . . . . H I � � § ! ! � § I� 1: � � . � � § � � � § � § � § § � � � � • � . � • ! � - - - - - - - H " " " e " " " " " � J1,j It I( Ii IL 11 I( It I! Ii Ii Ii ! ' 1! 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N.mnll1trct....,.,1,•..f!r..1:!lum!n11:11:!tttn..lllJ.RUl1!!1!.Ilb!lr!Kl.lml1nltnMf'MtwilJ..l!unh�IIMlll!:lllll!tl!IUltt.l!!..l�lffltftU.tntlllJntlt!dlltmllml.mlm!IH1lffl!t:ru�1 1/Uflfl:1 EXHIBIT D -Grant Fund Descriptions and Agreements Health Point Grants Grant Title Amount -------------Depa rt men t of Commerce Grant $2,979,000.00 to Health Point Through The Building Communities Fund Program Premera Social Impact Grant $200,000.00 The Hearst Foundation, Inc. $75,000.00 -----'--------Sunder I and Foundation $50,000.00 Page 22 Page Numbers 23 -56 57 58-59 60 DocuSIgn Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 .---�. Washington State • • Department of •4�• Commerce Grant to For HealthPoint through The Building Communities Fund Program Construction of HealthPoint Clinic at Family First Community Center. Start date: 7/1/2021 Washington State Department of Commerce www.commerce.wa.gov Page 23 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 TABLE OF CONTENTS Face Sheet ..................................................................................................................... 1 Special Terms and Conditions ........................................................................................ 2 1.Grant Management .................................................................................. 2 2.Compensation .......................................................................................... 2 3.Certification of Funds Performance Measures ......................................... 2 4.Prevailing Wage Law ............................................................................... 3 5.Documentation and Security .................................................................... 3 6.Basis for Establishing Real Property Values for Acquisitions of Real Property .... 4 7.Expenditures Eligible for Reimbursement ................................................ 4 8.Billing Procedures and Payment .............................................................. 4 9.Subcontractor Data Collection...................................................... 5 10.Insurance ................................................................................................. 5 11.Order of Precedence ................................................................................ 7 12.Reduction in Funds .................................................................................. 7 13.Ownership of Project/Capital Facilities ..................................................... 7 14.Change of Ownership or Use for GRANTEE-Owned Property ................. 7 15.Change of Use for Leased Property Performance Measure ..................... 8 16.Modification to the Project Budget.. .......................................................... 8 17.Signage, Markers and Publications .......................................................... 8 18.Historical and Cultural Artifacts ................................................................ 8 19.Reappropriation ....................................................................................... 9 20.Termination for Fraud or Misrepresentation ............................................. 9 21.Applicability of Copyright Provisions to Architectural/Engineering Design Work ... 9 General Terms and Conditions ....................................................................................... 1 1.Definitions ................................................................................................ 1 2.Access to Data ......................................................................................... 1 3.Advance Payments Prohibited ................................................................. 1 4.All Writings Contained Herein .................................................................. 1 5.Amendments ............................................................................................ 1 6.Americans with Disabilities Act (ADA) ...................................................... 2 7.Assignment .............................................................................................. 2 8.Attorney's Fees ........................................................................................ 2 9.Audit ........................................................................................................ 2 10.Breaches of Other State Contracts ................................................... 3 11.Confidentiality/Safeguarding of Information .............................................. 3 12.Conflict of Interest .................................................................................... 3 13.Copyright Provision .................................................................................. 4 14.Disputes ................................................................................................... 4 15.Duplicate Payment. .................................................................................. 5 16.Governing Law and Venue ....................................................................... 5 17.Indemnification ......................................................................................... 5 18.Independent Capacity of the Grantee ....................................................... 5 19.Industrial Insurance Coverage ................................................................. 6 20.Laws ........................................................................................................ 6 21.Licensing, Accreditation and Registration ................................................ 6 22.Limitation of Authority .............................................................................. 6 23.Noncompliance with Nondiscrimination Laws ........................................... 6 24.Pay Equity .................................................................................. 6 25.Political Activities ..................................................................................... 7 26.Publicity ................................................................................................... 7 Page 25 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 27.Recapture ................................................................................................ 7 28.Records Maintenance .............................................................................. 7 29.Registration with Department of Revenue ................................................ 7 30.Right of Inspection ....................................................................... 8 31.Savings .................................................................................................... 8 32.Severability .............................................................................................. 8 33.Site Security ............................................................................................. 8 34.Subgranting/Subcontracting ..................................................................... 8 35.Survival .................................................................................................... 8 36.Taxes ....................................................................................................... 8 37.Termination for Cause ............................................................................. 9 38.Treatment of Assets ..................................................................... 10 39.Waiver ....................................................................................... 10 Attachment A, Scope of Work; Attachment B, Budget; Attachment C, Availability of Funds; Attachment D Certification of Prevailing Wages; Attachment E, Certification of LEED Page 26 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 FACE SHEET Washington State Department of Commerce Local Government Division Community Capital Facilities Unit Grant Number: 22-96641-009 1.GRANTEE 2.GRANTEE Doing Business As (optional)HealthPoint 955 Powell Ave SW Renton, Washington 98057 3.Grantee Representative 4.COMMERCE RepresentativeLisa Y ohalem Kari Sample Chief Executive Officer Project Manager P.O. Box 42525 425-277-1311 (360)764-3090 IO 11 Plum Street SE kari.sample@commerce.wa.gov Olympia, WA 98504-2525 lyohalem@healthpointchc.org 5.Grant Amount 6.Funding Source 7.Start Date 8.End Date$2,979,000.00 Federal: D State: [gl Other: D N/A: D 7/112021 6/30/2025, contingent on reappropriation, 6/30/2023 if funds are not reappropriated 9.Federal Funds (as applicable)Federal Ai:;encv CFDA Number NIA NIA NIA 10.Tax ID#11.SWV#12.UBI#13.DUNS#91-0884412 0028348-00 600-461-511 NIA 14.Grant PurposeThe outcome of this performance-based contract is for the construction of the new Family First Community Center as referenced in Attachment A -Scope of Work. COMMERCE, defined as the Department of Commerce, and the GRANTEE, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment "A" -Scope of Work, 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, Attachment "E" Certification of Intent to Enter LEED process. .:·if:EE �!MlGMMERCE u���Lisa Yohalem, President/CEO ���1f1ssistant Director 12/17/2021 I 9:41 AM PST 12;20;2021 I 8:55 AM PST Date Date APPROVED AS TO FORM � �jA, 0 Steve Scheele, Assistant Attorney General 121812021 Date Page 27 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS THIS CONTRACT, entered into by and between HealthPoint (a nonprofit corporation hereinafter referred to as the GRANTEE), and the Washington State Department of Commerce (hereinafter referred to as COMMERCE), 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 2021, Chapter 332, Section 1059, made an appropriation to support the Building Communities Fund Program, and directed COMMERCE to administer those funds; and WHEREAS, the enabling legislation also stipulates that the GRANTEE is eligible to receive funding for acquisition, construction, or rehabilitation (a venture hereinafter referred to as the "Project"). NOW, THEREFORE, in consideration of covenants, conditions, performances, and promises hereinafter contained, the parties hereto 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. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the GRANTEE and their contact information are identified on the Face Sheet of this Grant. 2.COMPENSATION COMMERCE shall pay an amount not to exceed $2,979,000.00 for the capital costs necessary for or incidental to the performance of work as set forth in the Scope of Work. 3.CERTIFICATION OF FUNDS PERFORMANCE MEASURES A.The release of state funds under this contract 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), hereof. Such non-state sources may consist of a combination of any of the following: Page 28 i) ii) iii) iv) v) Eligible Project expenditures prior to the execution of this contract. Cash dedicated to the Project. Funds available through a letter of credit or other binding loan commitment(s). Pledges from foundations or corporations. Pledges from individual donors. 2 DocuSign Envelope ID: FBC3DA1B-E3B7-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 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.PREVAILING WAGE LAW The Project funded under this Grant may be subject to state prevailing wage law (Chapter 39.12 RCW). 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. 5.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 $500,000 in state funds. Projects for which the grant award or legislative intent documents specify that the state funding is to be used for design only are exempt from this section. A.Deed of Trust. This Grant 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 ninety (90) days of contract 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 as set forth in Section 2, hereof. B.Term of Deed of Trust. The Deed of Trust shall remain in full force and effect for a period of ten (10)years following the final payment of state funds to the GRANTEE under this grant. Upon satisfaction of the ten-year term requirement and all other grant 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 under this grant contract, 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 contract for at least the term of the commitment period 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 Page 29 3 DocuSign Envelope ID: FBC3DA18-E387-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS COMMERCE shall respond to the request in writing within thirty (30) days of receiving the request. 6.BASIS FOR ESTABLISHING REAL PROPERTY VALUES FOR ACQUISITIONS OF REAL PROPERTY PERFORMANCE MEASURES When the grant is used to fund the acquisition of real property, the value of the real property eligible for reimbursement under this grant shall be established 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. 7.EXPENDITURES ELIGIBLE FOR REIMBURSEMENT The GRANTEE may be reimbursed, at the rate set forth elsewhere in this contract, for Project expenditures in the following cost categories: 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: Site preparation and improvements; Permits and fees; Labor and materials; Taxes on Project goods and services; Capitalized equipment; Information technology infrastructure; and Landscaping. 8.BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the GRANTEE for twenty-five percent (25%) of eligible Project expenditures, up to the maximum payable under this contract. 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 line item - for the billing period. The GRANTEE shall evidence the costs claimed on each voucher by including copies of each invoice received from vendors providing Project goods or services covered by the contract. 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. The cancelled checks or electronic funds transfers may be submitted to COMMERCE at the time the voucher is initially submitted, or within thirty (30) days thereafter. Page 30 4 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS The voucher must be certified (signed) by an official of the GRANTEE with authority to bind the GRANTEE. The final voucher shall be submitted to COMMERCE within sixty (60) days following the completion of work or other termination of this contract, or within fifteen (15) days following the end of the state biennium unless contract funds are reappropriated by the Legislature in accordance with Section 19, hereof. If GRANTEE has or will be submitting any of the invoices attached to a request for payment for partial reimbursement under another grant contract, GRANTEE must clearly identify such grant contracts in the transmittal letter and request for payment. Each request for payment must be accompanied by a Project 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 a warrant to the GRANTEE. COMMERCE will pay GRANTEE upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the GRANTEE. COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the GRANTEE for services rendered if the GRANTEE fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The GRANTEE shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the GRANTEE, if the GRANTEE is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The GRANTEE is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. 9.SUBCONTRACTOR DAT A 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 performed by subcontractors and the portion of Grant funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned, woman-owned, and veteran-owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 10.INSURANCE The GRANTEE shall provide insurance coverage as set out in this section. 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, or agents of either, while performing under the terms of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. The insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other Page 31 5 DocuSIgn Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS valid and collectable insurance. The GRANTEE shall instruct the insurers to give COMMERCE thirty (30)calendar days advance notice of any insurance cancellation or modification. The GRANTEE shall submit to COMMERCE within fifteen (15) calendar days of the Grant start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Grant, the GRANTEE shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The GRANTEE shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Page 32 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 Grant activity but no less than $1,000,000 per occurrence. Additionally, the GRANTEE is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. 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: A.The amount of fidelity coverage secured pursuant to this Grant shall be $2,000,000 or the highest of planned reimbursement for the Grant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary. B.Subgrantees that receive $10,000 or more per year in funding through this Grant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name the GRANTEE and the GRANTEE's fiscal agent as beneficiary. C.The GRANTEE shall provide, at COMMERCE's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days advance written notice of cancellation. 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, 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 Agreement. 6 DocuSIgn Envelope ID: FBC3DA18-E387-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 11.ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: •Applicable federal and state of Washington statutes and regulations •Special Terms and Conditions •General Terms and Conditions •Attachment A-Scope of Work •Attachment B -Budget •Attachment C -Certification of the Availability of Funds to Complete the Project •Attachment D -Certification of the Payment and Reporting of Prevailing Wages •Attachment E -Certification of Intent to Enter the Leadership in Energy and Environmental Design (LEED) Certification Process 12.REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this contract are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature during the contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of COMMERCE, and shall meet and renegotiate the contract accordingly. 13.OWNERSHIP OF PROJECT/CAPITAL FACILITIES COMMERCE makes no claim to any real property improved or constructed with funds awarded under this contract 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 contract; provided, however, that COMMERCE may be granted a security interest in real property, to secure funds awarded under this contract. This provision does not extend to claims that COMMERCE may bring against the GRANTEE in recapturing funds expended in violation of this contract. 14.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 by the GRANTEE using state funds under this contract, shall be held and used by the GRANTEE for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. B.This provision shall not be construed to prohibit the GRANTEE from selling any property or properties described in this section; Provided, 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 contract. 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 the principal amount of the grant, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions. Page 33 7 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 15.CHANGE OF USE FOR LEASED PROPERTY PERFORMANCE MEASURE A.The GRANTEE understands and agrees that any facility leased by the GRANTEE that is constructed, renovated, or otherwise improved using state funds under this contract shall be used by the GRANTEE for the purpose or purposes stated elsewhere in this contract for a period of at least ten (10) years from the date the final payment is made hereunder. 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 the principal amount of the grant, plus interest calculated at the rate of interest on state of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 27 (Recapture provision) of the General Terms and Conditions. 16.MODIFICATION TO THE PROJECT BUDGET A.Notwithstanding any other provision of this contract, the GRANTEE may, at its discretion, make modifications to line items in the Project Budget (Attachment B), hereof, that will not increase the line item by more than fifteen percent (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 the Project Budget (Attachment B,) hereof, that would increase the line item by more than fifteen percent (15%). Conversely, COMMERCE may initiate the budget modification approval process if presented with a request for payment under this contract that would cause one or more budget line items to exceed the 15 percent (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 contract will retain and make any and all documents related to such budget modifications a part of their respective contract 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 Section 2 of this contract. 17.SIGNAGE, MARKERS AND PUBLICATIONS If, during the period covered by this contract, 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. 18.HISTORICAL AND CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, GRANTEE shall cooperate with COMMERCE to complete the requirements of Governor's Executive Order 05-05 or Executive Order 21-02, where applicable, 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 Contract. Page 34 8 DocuSign Envelope ID: FBC3DA 18-E3B7-4FDD-9ECE-97 45E7551680 SPECIAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS In addition to the requirements set forth in this Contract, GRANTEE shall, in accordance with Governor's Executive Order 05-05 or 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 Contract. 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 subcontracts for work or services related to the Scope of Work attached hereto. In addition to the requirements set forth in this Contract, 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 05-05 and Executive Order 21-02. In the event that the GRANTEE finds it necessary to amend the Scope of Work the GRANTEE may be required to re-comply with Governor's Executive Order 05-05, Executive Order 21-02, or Section 106 of the National Historic Preservation Act. 19.REAPPROPRIATION A.The parties hereto understand and agree that any state funds not expended by June 30, 2023 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 contract shall be contingent upon the terms of such reappropriation. B.In the event any funds awarded under this contract are reappropriated for use in a future biennium, COMMERCE reserves the right to assign a reasonable share of any such reappropriation for administrative costs. 20.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 contract, COMMERCE reserves the right to terminate or amend this contract accordingly, including the right to recapture all funds disbursed to the GRANTEE under the Grant. 21.APPLICABILITY OF COPYRIGHT PROVISIONS TO ARCHITECTURAUENGINEERING DESIGN WORK Page 35 The "Copyright Provisions", Section 13 of the General Terms and Conditions, are not intended to apply to any architectural and engineering design work funded by this grant. 9 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 1.DEFINITIONS GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS As used throughout this Grant, the following terms shall have the meaning set forth below: A."Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B."COMMERCE" shall mean the Department of Commerce. C."GRANTEE" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the GRANTEE. D."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. E."State" shall mean the state of Washington. F."Subgrantee/subcontractor" shall mean one not in the employment of the GRANTEE, who is performing all or part of those services under this Grant under a separate Grant with the GRANTEE. The terms "subgrantee/subcontractor" refers to any tier. G."Subrecipient" shall mean a non-federal entity that expends fede ral awards received from a pass­ through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or commerce. H."Vendor" is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee-for-service or per-unit basis with contractual penalties if the entity fails to meet program performance standards. 2.ACCESS TO DATA In compliance with RCW 39.26.180, the GRANTEE shall provide access to data generated under this Grant 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 shall be made by COMMERCE. 4.ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5.AMENDMENTS This Grant 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. Page 36 1 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9EC E-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 6.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. 7.ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the GRANTEE without prior written consent of COMMERCE. 8.ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys fees and costs. 9.AUDIT A.General Requirements COMMERCE reserves the right to require an audit. If required, GRANTEEs are to procure audit services based on the following guidelines. The GRANTEE shall maintain its records and accounts so as to facilitate audits and shall ensure that subgrantees also maintain auditable records. The GRANTEE is responsible for any audit exceptions incurred by its own organization or that of its subgrantees. 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 thirty (30) 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 certified public accountant selected by the GRANTEE. The GRANTEE shall include the above audit requirements in any subcontracts. In any case, the GRANTEE's records must be available for review by COMMERCE. C.Documentation Requirements Page 37 The GRANTEE must send a copy of the audit report described above no later than nine (9) months after the end of the GRANTEE's fiscal year(s) by sending a scanned copy to auditreview@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box42525 Olympia WA 98504 -2525 In addition to sending a copy of the audit, when applicable, the GRANTEE must include: 2 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS •Corrective action plan for audit findings within three (3) months of the audit being received by COMMERCE. •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. 10.BREACHES OF OTHER STATE CONTRACTS GRANTEE is expected to comply with all other contracts executed between GRANTEE and the State of Washington. A material breach of any other agreement entered into between GRANTEE and COMMERCE that is not cured as permitted under the other agreement may, in COMMERCE's discretion, be deemed a breach of this Agreement. 11.CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A."Confidential Information" as used in this section includes: 1.All material provided to the GRANTEE by COMMERCE that is designated as "confidential" by COMMERCE; 2.All material produced by the GRANTEE that is designated as "confidential" by COMMERCE; and 3.All personal information in the possession of the GRANTEE that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). 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 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 state or federal laws related thereto. Upon request, the GRANTEE shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant 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 five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 12.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 contract if it is found after due notice and examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the GRANTEE in the procurement of, or performance under this contract. Page 38 3 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington. The GRANTEE and their subcontractor(s) must identify any person employed in any capacity by the state of Washington that worked on this Grant, or any matter related to the project funded under this Grant 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. Any person identified by the GRANTEE and their subcontractors(s) 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 contract 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 contract 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 the "Disputes" clause of this contract. 13.COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the 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, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the GRANTEE hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The 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, 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. 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. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the GRANTEE. 14.DISPUTES Except as otherwise provided in this Grant, 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: Page 39 •• be in writing; state the disputed issues; 4 DocuSIgn Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS •state the relative positions of the parties; •state the GRANTEE's name, address, and Contract number; and •be mailed to the Director and the other party's (respondent's) Grant Representative within three (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 five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (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 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. 15.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, subgranUsubcontract, or agreement, for the same services or expenses. 16.GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 17.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 and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The GRANTEE's obligation to indemnify, defend, and hold harmless includes any claim by GRANTEE's agents, employees, representatives, or any subgrantee/subcontractor or its employees. GRANTEE expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to GRANTEE'S or any subgrantee's/subcontractor's performance or failure to perform the Grant. GRANTEE'S obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. The GRANTEE waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 18.INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent contractor relationship will be created by this Grant. The GRANTEE and its employees or agents performing under this Contract 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 will be solely with the GRANTEE. Page 40 5 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 19.INDUSTRIAL INSURANCE COVERAGE The GRANTEE shall comply with all applicable provisions of Title 51 RCW, 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 Contract, 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&l's rights to collect from the GRANTEE. 20.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.LICENSING, ACCREDITATION AND REGISTRATION The GRANTEE shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 22.LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Authorized Representative. 23.NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Grant, the GRANTEE shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the GRANTEE's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy, this Grant may be rescinded, canceled or terminated in whole or in part, and the GRANTEE may be declared ineligible for further Grants with COMMERCE. The GRANTEE shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. The funds provided under this contract may 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. 24.PAY EQUITY The GRANTEE agrees to ensure that "similarly employed" individuals in its workforce are compensated as equals, consistent with the following: Page 41 a.Employees are "similarly employed" 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; b.GRANTEE may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: 6 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS (i)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. (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. (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 Contract may be terminated by COMMERCE, if COMMERCE or the Department of Enterprise services determines that the GRANTEE is not in compliance with this provision. 25.POLITICAL ACTIVITIES Political activity of GRANTEE employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17a RCW 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. 26.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. 27.RECAPTURE In the event that the GRANTEE fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the GRANTEE of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 28.RECORDS MAINTENANCE The GRANTEE shall maintain books, records, documents, data and other evidence relating to this Grant 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. GRANTEE shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 29.REGISTRATION WITH DEPARTMENT OF REVENUE Page 42 7 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 G�NERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS If required by law, the GRANTEE shall complete registration with the Washington State Department of Revenue. 30.RIGHT OF INSPECTION 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. 31.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 and prior to normal completion, COMMERCE may terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 32.SEVERABILITY The provisions of this Grant 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. 33.SITE SECURITY While on COMMERCE premises, GRANTEE, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 34.SUBGRANTING/SUBCONTRACTING Neither the GRANTEE nor any subgrantee/subcontractor shall enter into subgrants/subcontracts for any of the work contemplated under this contract without obtaining prior written approval of COMMERCE. In no event shall the existence of the subgranUsubcontract 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 work under this Grant. Additionally, the GRANTEE is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this agreement are carried forward to any subgrants/subcontracts. 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. 35.SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 36.TAXES All payments accrued on account of payroll taxes, unemployment contributions, the GRANTEE's income or gross receipts, any other taxes, insurance or expenses for the GRANTEE or its staff shall be the sole responsibility of the GRANTEE. Page 43 8 DocuSign Envelope ID: FBC3DA18-E387-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 37.TERMINATION FOR CAUSE In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, 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 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 and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, 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. A termination shall be deemed a "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 are not exclusive and are, in addition to any other rights and remedies, provided by law. 38.TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 39.TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant 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. 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 contract. After receipt of a notice of termination, and except as otherwise directed by the AUTHORIZED REPRESENTATIVE, the GRANTEE shall: 1.Stop work under the Grant on the date, and to the extent specified, in the notice; Page44 9 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 GENERAL TERMS AND CONDITIONS GENERAL GRANT STATE FUNDS 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 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 subcontracts, with the approval or ratification of the AUTHORIZED REPRESENTATIVE to the extent 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 had been completed, would have been required to be furnished to COMMERCE; 6.Complete performance of such part of the work 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, which is in the possession of the GRANTEE and in which COMMERCE has or may acquire an interest. 40.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, 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, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, 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. 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 All reference to the GRANTEE under this clause shall also include GRANTEE'S employees, agents or subgrantees/subcontractors. 41.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 unless stated to be such in writing and signed by Authorized Representative of COMMERCE. Page 45 10 Attachment A Scope of Work Funds awarded under this grant shall be used by HealthPoint for the construction of the new Family First Community Center located at 16022 116th Avenue Southeast, Renton, Washington 98058-5245. This will include, but not be limited to, site preparation, carpentry, siding, plumbing, HVAC, electrical, grading, paving, and underground water utilities. The total area for the new facility is approximately 25,000 square feet, the wood-framed facility will include a gymnasium, fitness gym, check-in counters, classrooms, lockers, multi-pupose rooms, and offices. The health clinic will feature a reception area, six medical treatment rooms, two dental operatories, a Panorex x-ray room, a sterilization room, and two confidential rooms. This project will serve as a benefit to the community by providing primary care, family support services, educational STEAM programs, wellness and engagement activities. This project is estimated to be completed in June 2023. Costs related to the work will only be reimbursed to the extent the work is 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 CEO TITLE DATE DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 Attachment B Budget Line Item Amount Architecture & Enqineerinq $1,665,410.00 Construction $12,747,056.00 Other: Permits and Fees $587,534.00 Total Contracted Amount: $15,000,000.00 CERTIFICATION PERFORMANCE MEASURE 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 CEO TITLE PST DATE Page 47 DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 Attachment C Certification of the Availability of Funds to Complete the Project Non-State Funds Amount Total First Financial $3,000,000.00 City of Renton -Local General Fund $4,950,139.00 Private Donations $1, 176,678.00 KinQ County $75,000.00 Bill and Melinda Gates Foundation $250,000.00 Norcliffe Foundation $100,000.00 Corporate Donation $483,655.00 Other Foundation Grants $201,000.00 Other Businesses $329,528.00 Total Non-State Funds $10,566,000.00 $10,566,000.00 State Funds State Capital Budget $2,979,000.00 State Capital Budget 19-21 City of Renton $1,455,000.00 (Grant# 19-96619-020) $15,000,000.00 Total Non-State and State Sources CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that project funding from sources other than those provided by this contract 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 contract, 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. GDocuSlgned by: u� �6� A84E01 AOEAFFACA GRANTEE CEO TITLE 12/17/2021 I 9:41 AM PST DATE Page 48 CERTIFICATION PERFORMANCE MEASURE The GRANTEE, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as of May 18, 2021 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 Chapter 39.12 RCW, and shall make such records available for COMMERCE'S 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 CEO TITLE DATE DocuSign Envelope ID: FBC3DA18-E3B7-4FDD-9ECE-9745E7551680 Attachment E Certification of Intent to Enter the Leadership in Energy 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 by this contract. The GRANTEE shall, upon receipt of LEED certification by the 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 CEO TITLE DATE Page 50